Mergers & Acquisitions

The firm has an active and diverse middle market M&A practice. The M&A Group regularly structures and negotiates deals involving public and privately held businesses, institutional and individual investors, private equity firms, family offices and financial institutions. The firm is equally adept and experienced in both targeted transactions and the competitive auction sales processes.

Clients appreciate the proactive approach of the M&A Group to anticipate issues before they arise and resolve them in a practical and pragmatic manner. The firm’s extensive experience in a wide variety of transactions, covering a broad range of industries, enables our lawyers to assist our clients in analyzing the risk, exposure, and potential liabilities of a particular transaction, and crafting creative solutions to mitigate these risks. Clients also appreciate the clarity that the firm’s attorneys bring to these complex transactions that comes from decades of M&A experience.

The types of M&A transactions in which we routinely engage include:

Stock-for-stock mergers
Equity and Asset purchase and sale transactions
Tender offers
Roll up transactions
Reverse mergers
Leveraged buyouts
Going private transactions
Reorganizations and restructurings
Spinoffs

Our M&A lawyers leverage the practice strengths and experience of their colleagues – in particular our Tax, ERISA and Employment and Real and Intellectual Property attorneys – to solve problems, identify alternative structures, create opportunities, and provide critical support for complex transactions.

Because we often act as outside general counsel for our transactional clients, we have an in-depth understanding of the risks, challenges, and industries and competitive environments in which our clients do business. That insight allows us to help clients identify opportunities and prepare for M&A deals, evaluate and manage risk and compliance challenges, and execute transactions that align with their business and strategic objectives.

Represent special committee of a public pharmacy management company in connection with a change-of-control transaction involving the sale of equity and the exchange of debt.

Represented Haights Cross Communications in connection with the acquisition of a digital educational testing company, and the financing in connection therewith.

Represented the Special Committee of the Board of Directors of Marquis Jet Partners, Inc., a leader in private jet travel, in connection with the management-led leveraged buyout of the Company.

Represented a wholly-owned portfolio company of Cerberus Capital Management, in connection with strategic acquisitions for such portfolio company.

Represented private diversified holding company in connection with their acquisition of a majority interest in an online retailer in the floral industry.

Represented Freedom Mortgage Company, a privately held mortgage banker, in its $270 million acquisition of the nationwide mortgage production operations of Irwin Mortgage Corporation, the wholly owned mortgage subsidiary of Irwin Financial Corporation, a NYSE-listed Midwestern financial institution.

Represented RSA Lighting, Inc., in the sale of its business to Cooper Lighting, Inc., a division of Cooper Industries, a NYSE company.

Represented GoldenTree Asset Management in connection with their equity investment in Reader’s Digest’s $1.6 billion going private transaction.

Represented GVA Williams, a privately held full service commercial real estate firm, in connection with its sale of majority interest to First Service Corporation, a Canadian public company.

Represented GoldenTree Asset Management in connection with its equity investment in the Harrah’s $27.8 billion going-private transaction.

Represented a leading litigation finance company in connection with the purchase of a portfolio of receivables valued at approximately $20 million and the negotiation and structuring of a $35 million asset-based secured credit facility provided by a hedge fund.

Represented Rafaella Apparel Group, Inc., a portfolio company of Cerberus Capital Management, in connection with its sale to Perry Ellis International, Inc.

Represented Riddell Sports in connection with its $48 million secured credit funding and various strategic acquisitions.

Represented Caribiner International, a NYSE company, in the acquisition of more than thirty companies and in connection with Warburg Pincus’ joint venture investment.

Represented Instinet Holdings Incorporated in connection with Instinet’s purchase of BlockCross ATS, an industry leading alternative securities trading system, and related technology ‎from State Street Global Markets, LLC.

Represented Grubb & Ellis Company, a NYSE-listed commercial real estate services firm, in connection with its stock-for-stock merger with NNN Realty Advisors valued at $723 million.

Represented special committee of a public company that is a provider of business services to commercial users in connection with exploring various strategic alternatives.

Represented Ustman Technologies in the sale of substantially all of its assets to the Danaher Corporation.

Represented a subsidiary of Instinet Incorporated (which is wholly owned by Nomura Holdings, Inc.), Chi-X Global LLC, in connection with the sale of minority equity interests to Goldman Sachs, Morgan Stanley and other financial institutions.

Represented Chi-X Global Holdings in connection with the sale of Chi-X Canada, its subsidiary and a leading alternative securities trading platform for Toronto Stock Exchange listed securities, to NASDAQ, Inc. for $110.0 million.

Represented Varsity Brands, Inc. in connection with its $125 million going-private transaction sponsored by Leonard Green & Partners.

Represented special committee of a public international shipping company in connection with certain asset acquisitions from entities controlled by related parties.

Represented Chi-X Global Holdings in connection with the sale of its Australian and Japanese alternative securities trading platforms and its Hong Kong based technology development and services unit to J.C. Flowers & Co. LLC.

Represented OCS Security, Inc. in its sale to Initial Security, LLC, a subsidiary of Rentokil Initial, plc, a British publicly traded company.

Represented Opteum Financial Services, LLC in connection with its spin-off of certain operating assets and its sale to Bimini Mortgage Management, Inc., a NYSE publicly traded REIT.

Represented James Cable, LLC, a regional cable and Internet service provider in connection with the acquisition, disposition and exchange of various cable systems.

Represented Bayerische Hypo-und Vereinsbank AG, a German banking corporation, in connection with the spin-off of its worldwide commercial real estate financing business.

Represented Edict Pharmaceuticals in connection with its sale to Par Pharmaceutical Inc.

Represented Cox & Company, Inc., a commercial and military aerospace manufacturer, in connection with a leveraged ESOP transaction financed by Merrill Lynch Business Financial Services Inc. pursuant to which Cox & Company became 100% owned by its employees.

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Practice AreaMergers & Acquisitions

Mergers & Acquisitions