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Mergers & Acquisitions

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.

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When it comes to buying or selling a company’s assets or its equity, Tucker Arensberg can help.

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 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, and local laws in the context of a merger, acquisition, or sale. We are also able to work effectively with a client’s existing team of financial institutions, investment bankers, venture capitalists, investors, accountants, and other advisors in these transactions.

Many issues can arise during a transaction and we routinely advise clients on the following:

 

We can handle a transaction from start to finish, which may include:

  • Negotiating and preparing transaction documents, including letters of intent, term sheets, financing documents, stock and asset purchase agreements, buy-sell agreements, partnership and limited liability company agreements, disclosure schedules, real estate leases, independent contractor and employment agreements, and any other ancillary agreements.

  • Participating in due diligence. 

  • Reviewing employee benefit plans and employee compensation 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.

  • Reviewing collective bargaining agreements and successor employer issues and non-competition agreements.

  • Providing legal advice regarding the post-closing transition.

  • Helping to organize or reorganize business entities pre and post closing.
  • Preparing 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 audits.

Recent Merger & Acquisition Transactions

The following is a sampling of recent merger & acquisition transactions.

  • Represented hundreds of health care providers, including physical therapists, physicians, optometrists, veterinarians, dentists, and hospice companies and their respective owners, in the purchase and sale of businesses through mergers, stock transfers, and asset sales.
  • 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 million.
  • 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.
  • 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+ million.
  • Merger of control group of affiliated companies to one surviving corporation.
  • Represented a mid-sized 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 environmental engineering services firm as general counsel and in acquiring the assets of another engineering services firm.
  • Represented a private 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.
  • Represented propane distribution company in two separate asset acquisitions totaling $8.9 million.
  • Represented buyer in purchase of motorcycle 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
  • 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 of home improvement store chain in bankruptcy.
  • Represented multiple sellers of skilled nursing facilities and related real estate.
  • 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.

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The same attributes that have anchored over a century of success are still our guiding principles today.

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