Mergers, Acquisitions and DispositionsMergers and acquisitions (or dispositions) can be a critical element of a company's growth plan or exit strategy. Stahl Cowen attorneys represent businesses in a wide range of M&A transactions, including the:
- Purchase and sale of business assets ranging from specific assets to company divisions to entire companies.
- Mergers of corporations and limited liability company entities.
- Reorganization and recapitalization of existing entities.
- Formation of joint ventures and other strategic alliances.
- Related debt and equity financing.
Preparing the Transaction
Our transactional lawyers have handled mergers and acquisitions of varying sizes, ranging from small, family-owned businesses to larger, multi-million dollar transactions involving public companies. We assist clients in all phases of mergers and acquisitions, including transaction structure, negotiation and document preparation and review. Our advice has included use of sophisticated tax and accounting concepts to maximize transactional value for our clients, including tax-free reorganizations and tax-deferred transactions. When dictated by the needs and resources of our client's business and the nature of the transaction, attorneys in our mergers, acquisitions and dispositions group work closely with the firm's employment, real estate, tax, and securities attorneys to coordinate the involvement of those attorneys in the transaction.
Developing the Financing Plan
One of our most important roles in the M&A process is to work with our clients and their accountants and other professionals to develop financing alternatives, ranging from debt to equity to "hybrid" or convertible securities. We have negotiated earnouts, delayed payouts, escrows, cash-stock elections, and many other variations, both taxable and tax-free. Further, our attorneys have worked on leveraged buyouts from virtually every perspective - representing management, stockholders, asset-based lenders and financial intermediaries.
Obtaining Government Approval/Compliance
We also assist our clients in obtaining governmental approvals related to specific transactions, including FCC approvals, liquor and gaming licenses, environmental clearances, and approvals from federal and state regulators of financial institutions, insurance companies and other regulated industries. With respect to antitrust compliance, we also guide our clients through Hart-Scott-Rodino pre-merger filings.
Represented a consortium of four large Chicagoland banks in connection with a $100 million revolving credit facility for an international distributor of clothing products, successfully structured and documented this multi-year loan, taking into consideration the borrower's multiple subsidiaries and unique relationship with its vendors.
Handled the sale of a four-unit hardware and outdoor power equipment chain in Northern Indiana, including both the stores and the real estate, giving careful consideration to the income tax consequences of the transaction. We worked closely with all parties, including the company's vendors who had provided financing, as well as the borrower's new bank.
Represented the buyers of a large Northern Illinois courier and delivery service from start to finish, crafting the initial Letter of Intent, conducting due diligence, obtaining necessary licenses, drafting the purchase agreement, facilitating the capital raise necessary for the purchase, and closing the purchase.
Closed a transaction where our client purchased the stock of an operating company from an ESOP, effectively negotiating with the trustees of the ESOP, the shareholders of the target who were participants in the ESOP, and the target company to close the deal. Since the ESOP only could use proceeds from the sale of the stock for the benefit of the participants in the ESOP, we had to establish an indemnification escrow and a post-closing expenses escrow (for winding up the ESOP), and establish a mechanism between the buyer, the target company, the ESOP trustees and the participant shareholders of the ESOP for approving the post-closing expenditures.
Represented a client in the purchase of a company through a UCC sale. It was an unusual transaction since the real estate was purchased directly from the debtor, but the working capital assets and equipment were purchased through a UCC sale from the lender.
Assist our clients in buying and selling numerous media assets, such as representation of a client in acquiring a radio station from the Disney Corporation and submission on behalf of the owner of a television station of an application to participate in the FCC TV auction of broadband spectrum for resale to broadband users.