Mergers & Acquisitions

Hirschler Fleischer's Mergers and Acquisitions (M&A) Group is comprised of experienced negotiators and dealmakers who help clients (i) grow and expand their business through acquisitions, mergers, leveraged buyouts, joint ventures, and other strategic business combinations, and (ii) realize the success of their businesses through recapitalizations, sales and other divestitures. Our M&A attorneys advise clients on all aspects of such transactions, including:

  • financing,
  • due diligence,
  • federal and state taxation,
  • securities,
  • intellectual property,
  • employment,
  • employee benefits,
  • environmental, and
  • real estate matters.

The firm regularly assists all types of parties - buyers, sellers, controlling equityholders, lenders, and boards of directors, among others - and a broad range of targets and bidders, including operating companies, private equity firms, venture capital firms and management buy-out teams. Our M&A attorneys are focused on creating and carrying out practical, tax-efficient transaction structures that maximize returns to buyers and sellers alike. Our deal experience covers a variety of industry sectors, including manufacturing, technology, construction, consulting and government contracting.

Our M&A Group also has extensive experience in purchase and sale transactions involving Employee Stock Ownership Plans (ESOPs) and can advise management teams and sellers alike on the benefits of this additional transaction option.
The firm regularly represents clients involved in transactions of all sizes and levels of complexity. Representative transactions handled by our M&A Group include:

  • Served as counsel to an industrial water treatment chemical company in a $435,000,000 stock sale to a public company buyer. Sale was structured as a part sale/part redemption of minority shareholders and involved expertise in the ESOP area.
  • Represented an event management and ticketing company when it was acquired by a NASDAQ listed entertainment and travel conglomerate in a $23,000,000 stock swap structured as a tax-free transaction.
  • Represented an ESOP-family holding company in the purchase of all of the outstanding stock of a closely-held government contractor road construction company. Sale was structured as a tax-efficient part redemption/part stock sale.
  • Represented the shareholders of a closely-held federal government consulting business in the sale of all of the outstanding stock in the company to a strategic buyer for a purchase price of $55,000,000.
  • Represented a closely-held government contractor involved in development of global position system technology in sale of substantially all of its assets to public company buyer, including compliance with federal acquisition regulations.
  • Served as primary outside counsel to a roll-up company in the insulation products industry, with over 2,000 employees and 100 facilities across 26 states nationwide. Assisted the company in closing a $440,000,000 recapitalization with a private equity fund investor and in securing a new $280,000,000 senior and mezzanine credit facility. Completed over 40 strategic acquisitions for the company, with individual transaction values ranging from $500,000 to $50,000,000.
  • Represented buyer of more than fifteen assisted living facilities in eight different states in its purchase of the assets from debtor-in-possession in bankruptcy. The transaction involved complex issues concerning the transfer and assumption of bond financing on the facilities.
  • Represented a private equity fund and one of its operating companies in the purchase of all of the outstanding stock in a transformer manufacturing business. Acquisition involved structuring a seller earnout component to the purchase price.
  • Represented the shareholders of a closely-held power distribution equipment manufacturer in the sale of all of the outstanding stock in the company to a private equity fund.
  • Assisted in a complex, $400,000,000+ refinancing and recapitalization of privately held business involving senior debt, institutional mezzanine debt and private equity investors.
  • Represented private equity investor in a management buy-out of a manufacturing services business, with financing provided by a senior lender, two mezzanine lenders, investors in convertible preferred stock and management investment in common stock.
  • Served as issuer's counsel in a reorganization and $92,000,000 spin-off IPO of a medical supply company. After the IPO, served as outside general counsel to the issuer, handling several strategic acquisitions, strategic partnerships, and employee compensation and benefits.