Mergers & Acquisitions

We prize our role as creators of long-term business value. As such, our mergers and acquisitions practice is the leading edge practice of our firm.

Many of our firm's M&A transactions have involved either private equity or venture capital sponsors. Beginning in 1977 with the sale of The L.B. Foster Company to Kolberg Kravis & Roberts, the firm's lawyers have been working with private equity and venture capital sponsors on a national and international basis to complete M&A transactions.

We have completed more than 500 transactions over a broad array of industries in the last three decades. We are committed to closing deals for our clients, which include both publicly traded and privately held companies and private equity and venture capital firms. Some are regular clients of the firm. Many others retain us as special M&A counsel because of our reputation in the field.

Our mergers and acquisitions experience includes:

• Represented private equity investor with approximately U.S. $8 billion under management in due diligence and negotiation of stock purchase agreement for approximately U.S. $250 million potential acquisition of refractory company.
• Represented purchaser of arena football team, including drafting and negotiating team purchase agreement, franchise agreement, arena lease, endorsement agreement with celebrity owner, and internal corporate governance documents, including limited liability company operating agreement, and negotiation of credit facility for financing of same.
• Represented French subsidiary of German public company in approximately $8 million acquisition of U.S.-based rail signaling business and related personal goodwill, including due diligence and drafting and negotiating stock purchase agreement, goodwill purchase agreement and all ancillary agreements.
• Represented French subsidiary of German public company in approximately $3 million acquisition of Common Stock from minority shareholder in U.S.-based company providing railroad technology products for mainline and yard switch control and automation, crossing warning systems, train detection, and advanced control and dispatching software.
• Represented French subsidiary of German public company in potential acquisition of U.S.-based rail lubrication systems business, including due diligence and negotiation of acquisition agreements.
• Represented purchaser in approximately $2.3 million acquisition of customized, cardboard point-of-purchase display business, including drafting and negotiation of asset purchase agreement, supply agreement, and ancillary transaction documents.
• We negotiated the Merger Agreement, drafted, filed and cleared a Registration Statement and Proxy on Form S-4, oversaw the proxy solicitation process, and analyzed numerous securities law and accounting issues in assisting a producer of railroad equipment in connection with a $1 billion merger of equals.
• When our client, the largest American manufacturer of railroad equipment, decided to acquire one of Europe's largest railroad wheel and axle manufacturers, we helped our client overcome a potentially deal-breaking objection to the transaction that was raised by a federal agency, negotiating a favorable resolution and enabling the transaction to close on schedule.
• When the Australian subsidiary of an American client was losing money hand over fist, we were in Sydney within 36 hours after being called for help. Over the next two weeks, we implemented a restructuring and disposition program that cut our client's losses and saved it from having to take its subsidiary company through bankruptcy proceedings.
• In a transaction that has been a casebook study at Harvard Business School, we first represented management in the MBO of the largest independent manufacturer of railroad traction motors, then sold the company to one of the world's largest engineering companies.
• Together with new management, we represented a distressed bond fund in its bid to acquire the leading special bar quality (SBQ) steel manufacturer out of Chapter 11.
• We represented the Management Group and their private equity partner in the purchase of the 5th largest integrated steel company in the U.S.
• A provider of staffing services enlisted our aid in making eleven acquisitions that grew it from a $50 million company to a $700 million company in a matter of two years.
• We provided the assistance that was needed by a privately-held technology-related company so it could complete a merger into a publicly-traded company, enabling our client's stockholders to receive stock and cash having a total value of approximately $300 million.
• In a first ever divestiture by an international telecommunications company, we represented a private equity fund in its acquisition of a telephone copper wire manufacturing business and associated assets.
• Retracing history with what was once the largest industrial ESOP in the U.S., we represented the union and its private equity partner in efforts to reacquire controlling interest in the 7th largest steel manufacturer.
• In the sale of a privately held business, we represented the owner in the sale of its railroad castings business to a fortune 50 railroad manufacturing conglomerate.
• The firm was instrumental to the creation of the only American-owned manufacturer of graphite electrodes by purchase of assets in bankruptcy.
• We advised management in their bid to acquire a U.S. refractory linings business from a European holding company.
• We represented management in an MBO bid to acquire the largest mining machinery company in the U.S.
• A national holding company of steel service centers, with our assistance, consolidated five related companies through a series of stock purchases, asset purchases and mergers.
• With a management group, we put together a $35 million stalking horse bid for the assets of a value-added steel service center company which was a debtor in a Chapter 11 Bankruptcy proceeding. Our work included negotiations with the Company, its counsel, senior lenders, and labor union, as well as identification of and negotiation with potential equity sources.