Mergers & Acquisitions

Leaders in middle market M&A

Our middle market focus and deal volume enable us to guide, structure, and close middle market M&A deals efficiently and effectively.  Middle market transactions are different from the deals that make the front page of the Wall Street Journal.  We understand these differences and use this understanding to help our clients achieve their business goals. 

• Hundreds of middle market transactions (size range less than $5 million to $2 billion)
• In the last two years, we closed more than 200 M&A transactions with a total deal value of over $11 billion
• We regularly represent clients in both buy-side and sell-side M&A transactions
• We have significant experience with a multitude of acquisition and divesture strategies, including spin-offs, carve-outs, sales of divisions, industry roll-ups and private-equity-backed recapitalizations
• 150+ M&A attorneys, plus another 45+ attorneys with deep subject matter experience in areas such as antitrust, banking, corporate governance, data security, e-discovery and information governance, employee benefits, employment and labor, environmental, finance, healthcare, intellectual property, litigation, privacy, real estate, securities, and tax

Business-minded attorneys driving value

• Many of our M&A attorneys have financial or business backgrounds, including having previously served as CEO, COO, General Counsel, or other high-level positions in a wide range of industries
• We focus on understanding our clients’ business objectives at the outset of a transaction and guide clients with practical, business-oriented solutions
• We implement efficient staffing practices, with a service model and geographic footprint that enables us to give clients cost-efficient partner-level attention throughout the engagement

Our clients span a diverse range of industry sectors

Our clients include public and private companies, investment banking firms, management, and private equity groups (and their portfolio companies) headquartered in locations across the United States and internationally. We have experience advising clients on M&A transactions across a range of industry sectors, including

• Aerospace and Defense
• Banking
• Biotechnology
• Cloud Services
• Construction
• Energy
• FinTech
• Healthcare and Health IT
• Insurance
• Manufacturing
• Payment Processing
• Pharmaceutical
• Professional Services
• Agriculture and Timber 
• Retail
• SaaS and Software
• Staffing
• Technology
• Telecom
• Trading

Our M&A services allow you to

• Conduct market analysis
• Develop and evaluate various deal structures
• Manage deal flow
• Assess and address legal and business risks through due diligence
• Draft and negotiate transaction documents
• Negotiate and address regulatory issues
• Implement post-closing transition and integration action items

Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.

Buy-Side Transactions

• Series of acquisitions by a private health informatics company of health data and health technology companies, ranging in value from $2 million to $65 million
• Numerous domestic and foreign acquisitions by private equity-backed manufacturing companies, ranging in value from $2.5 million to $80 million
• Acquisition by a publicly held company in a carve-out acquisition from a private equity-backed seller for $140 million
• Numerous acquisitions by a private equity-backed aerospace data aggregation company, ranging in value from $15 million to $60 million
• Series of international acquisitions by a publicly traded software company, ranging in value from $3 million to $25 million
• Representing management in $80 million management buy-out of advertising technology company
• Management buyout of an agricultural products business
• Management buyout of a craft beer brewery business
• Management buyout of a luxury hospitality and winery business
• Purchase of the assets of a distressed trucking company by a strategic buyer
• Leveraged buyout of minority shareholder in private bus dealer (S corp.)
• Representation of independent sponsor in $12 million platform acquisition of telecommunications business

Sell-Side Transactions

• Sale of a network optimization software company to a strategic buyer for $100 million
• Sale of a publicly traded bank holding company to a publicly held buyer in a $1.8 billion transaction
• Sale of a private dark fiber services company to a private equity fund for $110 million
• Sale of a business (S corp.) to a private equity fund
• Divestures by a publicly traded staffing company of two divisions and a subsidiary for a total of $183 million 
• Sale of private software company to a European public company for $35 million
• Sale of private-equity portfolio telecommunications company to a private equity fund for $250 million
• Stock sale of a master distributor, supplier and wholesaler of fittings, flanges and valves by a private equity group to a strategic buyer for $110 million
• Sale of a business (S corp.) in the home improvement industry to a publicly traded company for $42 million
• Sale of a business (S corp.) in the video surveillance manufacturing industry to a publicly traded company for $45 million
• Sale of half ownership of a business (LLC) in the hospitality software industry under a mandatory buy-sell provision
• Sale of a business (LLC) that develops healthcare benefits eligibility and selection software to a private-equity backed strategic buyer, after satisfying another potential buyer’s right of first refusal
• Sale of a staffing industry technology business (S corp.) to a private equity group, with a tax-deferred equity rollover by management
• Roll-up of 25 manufacturers’ representative businesses in the gift and decorative accessories industry
• Roll-up of 7 private bus dealerships

Recapitalization and Other Transactions

• Management representation in connection with rollover equity in a $2 billion sale to a private company
• Management-led leveraged recapitalization of a business (S corp.), in the structured cabling industry, financed by a private equity group, an independent sponsor and a senior lender
• Management representation in connection with rollover equity in $250 million sale to a private equity fund