For many business owners, buying or selling a company’s assets or its equity is a once in a lifetime event. For others, it is a regular part of their company’s business strategy. In either case, the business needs a law firm with significant experience in the field. We work with businesses of all sizes and their owners in many different industries on these transactions. Our experience allows us to help our clients achieve the best deal possible, on a cost-effective basis.
Tucker Arensberg helps clients navigate the issues that arise under federal, state, local, and foreign laws in the context of a merger, acquisition, or sale. We work with financial institutions, investment bankers, venture capitalists, accountants, and other advisors in these transactions.
Issues we advise clients on include:
During the transaction, we routinely handle matters which include:
- Negotiation and preparation of contracts, including merger and acquisition agreements, financing documents, stock and asset purchase agreements, buy-sell agreements and partnership, and limited liability company agreements.
- Review of the seller’s various employee benefit plans.
- Drafting and analyzing golden parachute and other executive and employee retention agreements.
- Coordinating the integration of the seller’s stock options and other equity compensation programs into the transaction.
- Negotiating and documenting the allocation of Consolidated Omnibus Budget Reconciliation Act (COBRA) responsibility between the seller and the buyer.
- Review of collective bargaining agreements and successor employer issues and non-competition agreements.
- Legal advice regarding the post-closing transition from the seller’s benefit and compensation plans to the buyer’s plans.
- Preparation of employment and independent consulting agreements.
- Stock options, stock appreciation rights, bonus plans, stock purchase plans, and other employee compensation plans.
- Helping organize corporations, trusts, partnerships, limited liability companies, and other business entities.
- Preparation of disclosure documents and related filings with the Securities and Exchange Commission (SEC) and state securities commissions and other government entities.
- Advising clients regarding complex regulatory requirements, including ERISA, HIPAA, and Medicare among other issues.
- Conducting intellectual property and data security and privacy law audits.
Recent Merger & Acquisition Transactions
The following is a sampling of recent merger & acquisition transactions.
- Represented a large, integrated medical practice that was being acquired for more than $50 million.
- Represented a broadband services company with its acquisition of a similarly sized broadband services company through a statutory merger. The combined company is expecting annual revenues in excess of $60 million.
- Represented a significant shareholder of a large manufacturer in connection with the sale of the company to an international company for approximately $340 million.
- Represented a shareholder of a specialized heavy equipment design and manufacturing company in the sale of that shareholder’s stock to one of the company’s primary customers. The value of the deal was approximately $10 million.
- Represented a part owner of a regional, consolidated group of industrial testing companies in connection with the client’s acquisition of the remaining ownership interests. We advised on structuring and financing the acquisition and completed a simultaneous reorganization of the company.
- Represented the individual stock seller of a family-owned business to a large corporation. The sale included associated real estate owned by a number of related entities. The purchase price for the transaction was in excess of $5,000,000.
- Represented a healthcare services company in the sale of assets for a number of business locations to a current employee. The seller retained the operating entity and assets in a number of its other locations.
- Represented U.S. shareholders in a complex de-merger transaction with European shareholders splitting the company and its assets, liabilities and customers into two separate entities.
- Represented dozens of health care providers, including physical therapists, physicians, dentists, and hospice companies and their respective shareholders, in the purchase and sale of businesses through mergers, stock transfers, and asset sales.
Other Mergers & Acquisitions Representative Experience:
- Sale of multi-million-dollar junkyard operation and real estate assets.
- Negotiated the strategic sale of a design business to one of its largest customers for $10 MM+.
- Negotiated and closed multiple (sell-side) assist sale transactions across various industries and ranging from $500,000 to $15 MM+.
- Merger of control group of affiliated companies to one surviving corporation.
- Represented a mid-sized Pennsylvania specialty manufacturing company as general counsel and assisted the company in its exit strategy to be sold to a strategic buyer over a five-year period.
- Represented a private Pennsylvania environmental engineering services firm as general counsel and in acquiring the assets of another engineering services firm, which acquisition complements and adds value to the client.
- Represented a private Pennsylvania management and human resources services holding company to acquire other value-added businesses and to serve as outside general counsel to all such businesses.
- Represented an offshore financial institution in a staged stock purchase transaction with a U.S. bank.
- Represents buyers and sellers in M&A transactions including the drafting and negotiating of Letters of Intent, Purchase Agreements, Employment Agreements, and documents related to rollover equity.
- Represented propane distribution company in two separate asset acquisitions totaling $8.9 million.
- Represented buyer in purchase of Harley-Davidson dealership which included elements of eminent domain, franchise agreements, state agency licensing, and large inventory issues.
- Represented seller in forced sale of membership interest in LLC which operates a regional brewery which included intense negotiations over the valuation of membership interest.
- Represented seller in an asset sale of a $5 million dairy farm operation.
- Lead counsel in merger of two multinational hardware cooperatives involving thousands of retail outlets and combined sales of $5 billion.
- Lead counsel in acquisition home improvement store chain in bankruptcy.
- Represented over one hundred physical therapists and physical therapy providers in equity and asset practice sales to strategic and financial buyers.
- Represented multiple physical therapy providers regarding the transfer of partial ownership interests and the negotiation of governance and shareholder documents.
- Represented multiple buyers and sellers of the assets and associated real estate of dental practices.
- Represented multiple physical therapy providers in successful third-party payer appeals.
- Represented a manufacturing company with the successful negotiation of a shareholder dispute and stock purchase.
- Represented a publicly traded company regarding the merger of two wholly owned subsidiaries.
- Represented multiple sellers of skilled nursing facilities and related real estate.
- Counseled clients in navigating issues relating to common ownership of entities.
- Assisted various exploration and production companies with the due diligence review and valuation of assets in the acquisition, sale, and trade of assets in values ranging from $10 million to $735 million.
- Assisted an exploration and production company with the due diligence review and valuation of assets in connection with the dissolution of a joint venture and divestment of $2.4 billion in assets.
- Assisted an exploration and production company in numerous acquisitions and trades of assets ranging from $100,000 to $3 million through the drafting, reviewing, and negotiating of the acquisition or trade agreements and the associated closing instruments.
- Closed on multi-million-dollar acquisition of new business location for regional solar enterprise.
- Conducts due diligence reviews and drafts and reviews documents in mergers and acquisitions transactions including purchase agreements, schedules, and ancillary documents.
- Structuring and negotiating merger, acquisition, and divestiture transactions.
