Practices: Mergers and Acquisitions

Whether the stock market is up or down, whether the economy is expanding or contracting, mergers and acquisitions are an essential growth strategy for any company. Whatever the form of business combination or asset combination you wish to undertake, as buyer or seller, Ungaretti & Harris has the experience to get it done.

This experience includes:

Domestic and international mergers, acquisitions and divestitures
Private equity portfolio purchases and sales
Joint ventures
Restructurings
Multi-Disciplinary Counsel

You want multi-disciplinary advice to handle all aspects of your transaction – from advice on financing and antitrust approval, to structuring of employee benefits and non-compete agreements in the acquired entity. You can get all the help you need to negotiate and prepare letters of intent, conduct due diligence investigations, structure lending agreements and form special purpose entities for completing the transaction. Members of our team also have specialized experience that will help you get your M&A deal done, including:

Co-authorship of the American Bar Association’s Model Stock Purchase Agreement and Commentary, a highly regarded primary source for M&A lawyers, as well as active involvement in drafting the Model Merger Agreement and Commentary for the ABA.
Creation of innovative M&A financing vehicles, such as the use of “equity kicker” arrangements for mezzanine lenders.
Knowledge of the special regulatory and fiduciary requirements necessary for the sale of not-for-profit healthcare operations.

Innovative Transactions

Whether you are the buyer or seller in a multinational corporation, a private equity fund, a financial services investor, a publicly or privately owned business entity, an energy holding group, or a consulting firm, we can handle your most complex middle market M&A transaction. If your focus is on deals valued any where from $10 million to $1 billion, you’ll get the same kind of innovative help that we brought to these clients, in which our lawyers:

Represented client in sale of insurance business to national insurance brokerage firm.
Represented selling shareholders in the sale of all of the stock of a privately held pharmaceutical insert printing company to a domestic affiliate of a public multinational corporate conglomerate.
Represented client in merger with a Dallas-based third party logistics provider.
Represented family-owned consumer products company specializing in health and beauty accessories in the sale of its stock to a large private equity fund.
Represented private equity firm in connection with its acquisition of a portfolio company in the industrial and personal service paper industry.
Structured, negotiated and documented acquisition of a revenue cycle management and technology company.
Represented client in buyout of existing angel investors and growth capital investment in a foreign language school for pre-school and elementary school aged children.
Handling the sale of a privately-held company in food crafting and specialty home products to a platform of a private equity fund which sells scrapbooking and paper-based craft products.
Represented an asset management and private equity advisory firm in the formation of a fund of mezzanine funds.
Represented an interactive marketing client in the acquisition of all of the stock of a marketing company.
Represented a software implementation and customization client in its partial recapitalization through the agreement to convert the company's preferred stock to common stock, and a forbearance from exercising rights and remedies under the secured debt documents.
Represented an international logistics company in its recapitalization involving analyzing numerous strategic alternatives, a private placement of securities, restructuring the liabilities, settlement of outstanding escrows and related claims and bank financing.
Coordinated eight banks, five law firms, three accounting firms, a financial services company and an investment bank in a transaction that created one of the largest privately held, ESOP-owned companies in the United States.
Structured a private placement for the acquisition of various oil and gas interests in New Mexico.
Orchestrated the sale of a division of a major logistics company while restructuring and refinancing the company’s remaining business operations.
Helped a private equity firm that focuses on healthcare company investments make acquisitions and divestitures valued at nearly $1.5 billion in North America and Europe.
Advised a “Fortune 500” company in the sale of its U.S. and Mexican food services operations to a unit of a U.K. company, which included a long-term service agreement for the buyer.

Private Equity M&A Deals

Leading middle-market private equity investors rely on the market dominance of Ungaretti & Harris to complete portfolio acquisitions and divestitures valued at anywhere from $10 million to $1 billion. Reflecting the firmwide resources necessary to handle tax, regulatory and other issues, there is a growing list of transactions in which we have:

Represented investors in the purchase of target company convertible notes, preferred stock, capital stock and other financial assets.
Counseled the venture capital arm of a global telecom corporation in acquiring the stock of biotechnology, software and network solutions companies.
Acted on behalf of a leading national provider of insulation products and services in a $300 million recapitalization, then facilitated the company’s acquisition by a private equity client.

Transactions for Healthcare Providers

Asset purchases and sales involving not-for-profit and for-profit healthcare facilities are among the most complex of all business acquisitions, often involving complex regulatory approval, governance issues and financing concerns. If you have management responsibility for a not-for-profit or for-profit hospital or healthcare facility, you can turn with confidence to Ungaretti & Harris and know that the deal will be done right and your fiduciary responsibilities will be properly carried out. We have represented the sellers of numerous healthcare facilities, generally in transactions valued over $50 million.

Ungaretti & Harris has handled the sale of not-for-profit hospitals to for-profit entities. These transactions can take eight months to a year for completion, based on the need to execute all the necessary steps:

Secure state Attorney General approval.
Address regulatory concerns of the state planning board and similar institutions in other states.
Guide the hospital board in resolving the maximum number of liability claims.
Work with the purchaser to resolve issues ranging from environmental concerns (such as the cleanup of underground fuel tanks) to the employment status of non-physician staff.
Set up a non-profit foundation to fund community healthcare programs with assets not directly involved in the transaction.

M&A Financing

The financing of merger and acquisition transactions can take a variety of forms, and purchasers rely on us to help secure and document the financing that’s right for their deal. As an acquirer, access to the necessary capital is one of your primary transactional concerns. If you are involved in a leveraged acquisition, we can negotiate the terms and assist in the documentation of conventional bank debt, mezzanine financing and seller-provided financing. Other acquiring companies may ask us to make a public equity or private convertible debt issue. Convertible equity positions are particularly attractive to mezzanine lenders, and we have unsurpassed experience at documenting “equity kicker” arrangements in which the mezzanine lender gets an additional equity position in the borrower in return for their participation in the acquisition loan.

Regulatory Approval

Many mergers, acquisitions, divestitures and joint ventures do not raise antitrust concerns. For those that do, we know how to guide a deal through the Hart-Scott-Rodino (HSR) review process at the Federal Trade Commission and U.S. Department of Justice. You will work directly with our lawyers as together we develop an approval strategy for early termination of the HSR waiting period. No matter what the size and complexity of your transaction, we can analyze the relevant historical industry data to make your case for approval. When necessary, we manage regulators’ second information requests efficiently and effectively and secure an appropriate consent decree. If your transaction needs creative structuring to secure the necessary approval, these examples illustrate the ways we have helped clients:

Setting up a new business entity to facilitate the divisional spinoff of a major moving company.
Representing a large utility in a joint venture that triggered an HSR inquiry, and structuring the transaction as a three-stage deal to meet regulatory approval.
Helping a private equity fund with multiple medical device portfolio companies secure approval of an interest valued at over $800 million in a pharmaceutical company.

Maximum Advantage

Properly structured mergers and acquisitions help small companies become big ones and help big companies expand their competitive edge. Ungaretti & Harris adds value in any of these transactions. Some lawyers just draw up the paperwork; we serve as strategic business advisors, helping you evaluate the risks and rewards, decide which concerns are most important, and get the deal done to your maximum advantage.