Mergers & Acquisitions
- Overview
- Experience
- People
- Insights
Overview
Adams & Reese Mergers & Acquisitions and finance lawyers listen closely to our clients’ business goals, dig deeper to uncover exactly what they want from a transaction, offer them strategic counsel, and then use our collective creativity to craft and close a deal that meets those objectives.
The Adams & Reese Corporate/M&A Practice is ranked Band 3 in South Carolina by Chambers USA.
While we steer clients of various sizes through all the steps of a merger, acquisition or financing, we are recognized for our strength in serving regional and national middle-market companies. We build close relationships with our clients and have advised many of them for more than 20 years, drawing from our experience in all types of commercial and financial transactions and negotiations. For example:
- We helped a family office seller in a series of divestitures totaling more than $75 million in the food processing business, shaping the deal to avoid regulatory hurdles faced as a result of a foreign buyer.
- On behalf of a long-standing client, a 100% ESOP-owned biotech-based company in the household cleaning industry, we closed a $17.5 million cross-border acquisition of a product line, using one of our tax attorneys to structure a private equity investment as a loan with warrants.
- We guided a marine transportation company through a complex, nuanced $170 million sale of a substantial portion of its business to a strategic buyer.
Defining Strengths
- Acquisitions and Divestitures: domestic and international mergers and acquisitions transactions, corporate spin-offs, privatizations, acquisitions and dispositions of business entities, assets, and divisions; negotiation of complex credit facilities and commercial and technology agreements.
- Board and Special Committee Counsel: corporate governance advice, including designing and implementing anti-takeover measures and shareholder rights plans; defensive reorganizations; hostile takeover bids and responses, including proxy contests, tender offers and related litigation; fiduciary obligations, and obligations under Sarbanes-Oxley.
- Start-Up and Operational Counsel: counsel on choice of business organization, choice of jurisdiction, organizational documentation, state and federal filings, general securities and tax issues bearing upon these types of entities, the organization and structure of commercial joint ventures and matters relating to structuring anti-takeover protection, counseling clients in connection with issues pertaining to directors’ liability, piercing the corporate veil, privilege, consulting agreements and other general counsel.
- Private Securities Offerings: guidance on the availability of exemptions from the state and federal registration processes and providing advice ranging across the spectrum of available federal exemptions, private placements and transactions qualifying for exemptions, sale of commercial paper, participation in exchange offers, private corporate spin-offs and venture capital banking transactions.
- Public Securities Offerings, SEC Compliance and Reporting: representation of publicly held companies regarding ongoing compliance with securities issues, including Sarbanes-Oxley compliance, preparation of annual reports and financial statement disclosure obligations, compliance with insider trading rules, issuances of equity, debt and derivative securities, proxy statements, sales of restricted securities under Rule 144, issuer stock repurchase programs, reporting requirements under the Securities Exchange Act and compliance with the listing requirements of stock exchanges and other self-regulatory organizations.
- Restructuring: advice on a variety of public companies in planning and implementing corporate restructurings, establishing holding companies, spin-off of businesses to shareholders, subsidiary roll-ups, public offerings of securities and other divisive reorganizations.
Summary
We know that we can only truly help our clients if we fully understand their business and the purpose behind a particular strategic move – and if we know the ins-and-outs of the space in which they operate. To gain this insight, we hand-pick the right team of lawyers across the firm with inside-the-industry knowledge. If the corporate matter involves the manufacturing sector, for instance, we will enlist our Memphis partners. For healthcare transactions, clients benefit from working with our lawyers in Columbia, South Carolina. For technology based transactions we look to our Atlanta office. And for energy and maritime transactions, we turn to our Mobile and Houston offices. If the deal contains particularly complicated issues regulated by the Commerce department, we have people in Birmingham, Alabama and Washington D.C. who can unravel the complexities. These are just a few examples of our broad range of industry knowledge, experience and resources.
When a client wants or needs a firm with greater depth and reach, we often step in to assist another law firm on a matter, or assume the representation. Sometimes clients bring us in because of the well-earned reputation of our government relations practice, both in Washington, D.C. and at the state level. And other clients come to us because they learn that we structure transactions so they are the most tax-efficient deals they can be.
While we zero in on the transaction at hand, we also take a global approach, looking at the ramifications it will have in the long term and advising our clients on the specific issues that may surface a year or five years down the road.
Experience
Matters
- Representation of oil and gas exploration and production company in $45 million acquisition of Marcellus assets and related debt and equity financing.
- Representation of oil and gas exploration and production company in $20 million sale of midstream assets.
- Represented a ESOP-owned, Texas-based construction software company in its $1 billion acquisition by a San Francisco based private equity firm.
- Represented purchaser in a $120 million strategic acquisition through reverse triangular merger financed, in part, by a $50 million Private Equity funded mezzanine credit facility and two syndicated credit facilities.
- Represented Purchaser in a $510 million drilling rig division acquisition.
- Represented a major energy corporation in a $92 million acquisition and financing and a $55 million sale of oil and gas assets.
- Represented a leader in the recreational marine industry in a $37 million acquisition of multiple marina and marine retail sales and service locations in Georgia and South Carolina.
- Represented a national marine rental/boat club franchise in the $50 million acquisition of its largest franchisee, located in Tampa Bay.
- Represented Purchaser in an acquisition and construction of a $400 million off shore Liquefied Natural Gas facility.
- Represented a technology company specializing in robotic lawn care in its acquisition of a competitor company in a cash-free stock deal valued at $8 million.
- Assisted a private equity firm with the acquisition of a South Carolina based brewing company for a purchase price of $20 million.
- Represented a privately owned Louisiana wastewater and sewage collection and treatment utility in its $20 million acquisition by a Louisiana based private equity firm.
- Represented seller in $170 million business divestiture to private equity backed purchaser.
- Represented borrower in $124 million senior lending facilities from private equity lender collateralized, in part, with intellectual property.
- Represented Fortune 1000 purchaser in a $29 million acquisition of family office owned business.
- Representation of ten or more recreational marine manufacturers in sales transactions to private equity and strategic buyers with transaction values between $10 and $75 million.
- Represented private equity group in platform acquisition and various bolt-on transactions totaling over $50 million.
- Represented family office owned seller in series of divestitures totaling over $75 million.
- Represented private equity-backed purchaser in a $17.5 million cross-border acquisition of product line.
- Represented multi-office, multi-specialty integrated family medicine provider in a $55 million recapitalization and investment by private equity firm.
- Represented seller in a $262 million business unit divestiture.
- Represented seller in a $262 million business unit divestiture.
- Represented seller in a $225 million divestiture of Canadian energy production subsidiary.
- $66 million Stock Sale - Represented long time property management client in all cash sale to strategic buyer.
Related Professionals
Related Services
Working seamlessly and collaboratively across practice groups and offices, we leverage our collective expertise to serve our clients where they need us.
Explore All Services
