Mergers and Acquisitions

Our Mergers and Acquisitions attorneys have extensive experience representing private and public companies in a wide range of domestic and cross-border transactions, including mergers, acquisitions and divestitures, as well as equity and debt financings, leveraged buyouts, joint ventures, and going-private transactions.

We regularly advise clients across a broad range of industries, including business services, consumer products, retailing, distribution and logistics, energy, financial services, insurance, franchising, healthcare, manufacturing and industrial supply, specialty packaging, chemicals, steel, hospitality, food and restaurant, software, technology, telecommunications, and transportation.

Our clients include family-owned businesses, closely held businesses, private equity firms and their portfolio companies, entrepreneurs, employee stock ownership plans and chapter 11 debtors. We are particularly well-versed in helping smaller and mid-sized companies navigate M&A transactions. We also represent public companies in their purchases of privately held businesses or sales of subsidiaries or divisions.

Working closely with our antitrust, employment, tax, real estate, intellectual property, ERISA, environmental and regulatory practitioners, we assist our clients in structuring, negotiating, and executing transactions in a diligent, pragmatic, and cost-efficient manner.

For sellers, our attorneys apply their practical experience and structuring expertise to maximize the transaction’s after-tax value. We regularly assist sellers through all aspects of the transaction, from the selection of investment bankers to due diligence preparation to comparison and selection of bids to negotiation and closing of the transaction.

Buyers rely on us to guide them through the due diligence review of a potential target, creation of the best transaction structure, negotiation of key terms, preparation of documentation, and closing of the transaction. By understanding the buyer’s objectives and post-closing strategy, we provide practical advice targeted at the critical deal points.

Representative Matters

Recent representative M&A transactions include:

  • Represented a national, discount airline in its $1.37 billion sale to a competitor.
  • Advised a global, mini-mill steel producer in its $165 million acquisition of a competitor.
  • Served as M&A and franchise counsel to a multi-brand, household services franchisor in its $107 million sale to a private equity group.
  • Represented the private equity division of a large family office in its acquisition of an aviation technology business.
  • Served as lead counsel to a photovoltaic power plant developer in the sale of a 30-megawatt DC solar-generation project.
  • Advised a German manufacturer of organic fibers and related products in its acquisition of a private equity-owned pet products company.
  • Represented a commercial building and home improvement products manufacturer in its over $900 million acquisition of a building materials supplier.
  • Advised a publicly-traded, multinational medical device company in its $6 million, strategic acquisition of a gastrointestinal diagnostic products provider.
  • Represented a healthcare technology company in its $16.5 million acquisition of a crisis management software provider.
  • Represented the buyer in its strategic acquisition of a regional air cargo carrier and FBO business, and its simultaneous sale of the acquired FBO business to the world’s largest FBO provider.
  • Served as principal M&A counsel to a publicly-traded chemicals company in three strategic acquisitions in oil field chemicals involving more than $500 million.
  • Represented a private equity group in its acquisition of a multi-state portfolio of franchised, quick-service restaurants.
  • Represented a client in numerous portfolio sales of senior living facilities to real estate investment firms, in each case for consideration over $100 million.
  • Advised a medical software and staffing company in its approximately $400 million sale to a major private equity fund.
  • Represented the senior management of a multi-boutique investment management firm with over $50 billion in assets under management in its sale to a private equity firm.
  • Represented a national alcoholic beverages distributor in its reorganization and business combination with a major competitor, forming the second-largest wine, spirits, and beer distributor in the United States.
  • Represented the shareholders of a publicly-traded regional bank holding company in connection with its merger with one of the Southeast’s largest regional bank holding companies.
  • Served as co-lead counsel for a Canadian mining company in its $17 billion acquisition of another Canadian mining company. Involved with responding to the government’s “second request” for documents and data and negotiated the initial consent decree with the government.
  • Acted as lead counsel for a Class 1 Railroad in connection with the $380 million acquisition of three railroads and a vessel transportation company.
  • Served as U.S. counsel for a London-based company in connection with the sale of a division that manufactures and distributes aircraft equipment in the U.S. and in Europe.
  • Represented a national insurance claims management company in its purchase of a claims management business and assets from a national insurer.
  • Assisted with the sale of a telecommunications company under Section 363 of the US Bankruptcy Code in a deal named “Large Transaction of the Year” by the Chicago/Midwest Chapter of the Turnaround Management Association.
  • Represented an international financial institution in the acquisition of another financial institution’s derivatives and institutional trading practice.
  • Represented partners in a risk consulting practice that was being sold by an international public accounting firm.
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