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Mergers, Acquisitions, Restructures and Joint Ventures

Mergers and AcquisitionsWe represent companies and their owners in both the purchase and sale of businesses. We assist with the initial planning for acquisition or sale through the due diligence process, negotiation of the transaction and ultimate closing. Our areas of expertise encompass every aspect of the transaction including tax, corporate governance, employment, and general business issues.

Our clients include management teams, private equity groups, entrepreneurs, and other strategic and financial buyers as well as owners desiring to sell all or part of their business. Our main focus in any transaction is what matters most to our clients, the return on their investment either as a seller or a buyer.

Exit and Succession Planning:
We assist business owners with the transfer of ownership, control and management of their businesses. Whether the transfer involves family members, employees or third parties, we provide practical advice on how to handle transitions as well as legal advice from a tax, corporate structure or sale perspective.

In any exit for a business owner, the survival and success of the business in the future is critical to maximizing the value of the owner’s investment. For transfers to insiders, our experience and knowledge help existing owners balance their needs for security and control for payments to them from the business with the need to provide incentives and opportunities for growth to the new owners. In addition, we help owners evaluate their objectives to be able to determine the best options for them to successfully pursue.

Restructuring and Recapitalization:
Many times, our clients need to obtain additional capital for the growth of their businesses or otherwise need to address their organizational structure for tax and other reasons. We routinely assist in the restructuring of businesses for equity investment on a minority or majority ownership basis, for subordinated and convertible debt, and for senior and other structured debt.

Joint Ventures:
At its core, every business is a joint venture as it involves the coordination, protection, preservation and enhancement of capital, people and other resources. These ventures must balance the economic benefits of ownership with management and control for the joint venture to succeed. Our experience with clients’ prior ventures and our knowledge of tax, governance, employment and general business issues allow us to provide clear and concise advice on what matters most to the client before entering a joint venture.

Representative Transactions:

  • Restructure of professional engineering firm
  • Restructure and exit planning for transportation and logistics company
  • Sale of software development firm to private equity group
  • Sale of industrial equipment and parts manufacturer to strategic purchaser
  • Restructure and exit planning for durable medical equipment company
  • Sale of data infrastructure, data security and managed services firm to strategic purchaser
  • Purchase of distressed manufacturing operations by strategic buyer
  • Sale of third party insurance administrator to private equity group
  • Sale of utility/data subcontractor to management and private equity group
  • Purchase of U.S. subsidiary of German company engaged in manufacturing
  • Organization and restructure of U.S. and Canadian operations of U.S. based manufacturing and distribution company
  • Restructure and transition of fourth generation family business with multiple business subsidiaries to second generation of outside management and fifth generation of family owners
  • Transition of ownership of retail business products company from founders to key employees and structure of ultimate exit of founders from business
  • Transition of manufacturing and distribution business from second to third generation of owners and first generation of professional management
  • Sale and purchase of single and multiple location franchisees in various industries
  • Restructure and sale of multiple location and multi-state transportation fleet servicing operation while retaining ownership of real property site of operations.