Mergers & Acquisitions

Firms enter into business combinations for a wide variety of reasons. Many are in need of additional growth capability, which can be supplied by new products, an infusion of capital or acquisition of new management; others are interested in a business combination to maximize shareholder value or to provide an exit for the ownership for retirement or business continuity reasons. Whatever the reasons for considering a business combination, the needs and goals of the parties should be examined by experienced financial and legal advisors to establish a viable action plan. As the outlines of this plan become apparent, expert tax advice is needed to determine the consequences of various alternative courses of action. Our lawyers work closely with clients to set a negotiating strategy which satisfies the client's goals and takes into account market conditions, the tax impact on all the parties and the financial condition of the buyer and seller.

The preparation and negotiation of purchase and sale or merger documents is a key step in any business combination transaction, but should occur only after the planning has been done and exploratory discussions have revealed the likelihood of consummating a transaction. At this stage it is critical to avoid an unintended commitment, such as a letter of intent or term sheet which results in a misunderstanding between the parties or becomes a source of litigation if the transaction is abandoned.

The variety of structures in the field of business combinations is virtually unlimited. Besides the usual mergers, spinoffs, asset acquisitions, stock acquisitions and consolidations, there are restructurings, leveraged buyouts, venture capital infusions, takeovers and a formidable array of similar structures often called by many different names. Our lawyers have experience in almost all of these types of transactions, are fluent in the vocabulary of the M & A world, and are knowledgeable in dealings with bankers, investment advisors, accountants and others who are typically involved in these transactions. The range of industries covered by these arrangements is as broad as the firm's practice, which includes virtually all types of business activity.

Experience

Represented a U.S. distributor of chemicals for criminal violations of the provisions of the Montreal Protocol on Substances that Deplete the Ozone Layer
Represented a class of claimants regarding currency seized under bulk cash smuggling provisions of the U.S.A. Patriot Act
Counsel to the administrative agent and lead arranger with respect to approximately $160,000,000 in senior secured credit facilities consisting of first lien, second lien and fully subordinated tranches as well as letter of credit and working cash sub-facilities for a specialized manufacturing company with U.S. and Canadian operations. The credit facilities provided for the recapitalization of and working capital for the loan parties and are secured by liens on substantially all of such parties' real and personal U.S. and Canadian assets.
Represented the Agent with respect to a $75,000,000 asset based credit facility involving borrowers in the steel industry, one of which is located in the United Kingdom. The credit facility was secured by assets located in the United States and the United Kingdom. TR&A also provided counsel as to the transaction structure including analysis as to deemed dividend, withholding tax and pension liability issues.
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Mergers & Acquisitions
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