Mergers, Acquisitions, & Divestitures
Jackson Walker has extensive experience representing clients involved in all types of mergers, acquisitions, dispositions, joint ventures and other strategic alliances, with exceptional experience in private equity, healthcare, and cross-border transactions.
We have represented clients, including publicly and privately held companies, as well as private equity funds and hedge funds, involved in merger and acquisition transactions, from large to small and from simple to extremely complex. Our experience includes a wide range of negotiated and contested transactions including: mergers, stock and asset purchases and dispositions, spin-offs, exchange offers, tender offers, proxy contests, going-private and going dark transactions, and leveraged buy-outs.
Guiding M&A transactions from start to finish
Our typical activities in M&A transactions include:
- Drafting and negotiating asset purchase, stock purchase and merger agreements
- Preparing filings under applicable securities laws (including proxy materials, registration statements, tender offer materials, Section 16 filings, Schedule 13Ds and 13Gs and other filings), the Hart-Scott-Rodino Act and other statutes
- Handling exchange offers, tender offers, proxy contests and going private and going dark transactions
- Counseling publicly and privately held companies, as well as private equity funds and hedge funds, boards of directors, special committees and in-house counsel
- Developing and deploying measures to deter or defend against hostile takeover attempts, including shareholder rights plans (“poison pills”) and bylaw and charter provisions
- Handling conversions, recapitalizations, reorganizations (both in and out of bankruptcy), spin-offs and other divestiture transactions
- Representing investment banking firms in connection with their fairness opinions with respect to these transactions
- Assisting in communications with analysts and the media
Taking an interdisciplinary approach
Our acute focus on each client’s unique needs leads us to approach each transaction with an interdisciplinary team of attorneys tailored to the specific transaction, handling the various corporate, securities, intellectual property, litigation, employee benefits, tax, environmental, antitrust, and other issues inherent in mergers and acquisitions. More recently our multidisciplinary teams have made extensive use of our Bankruptcy practice group and Litigation group in work-outs, transactions involving financially distressed companies, and in representing chapter 11 debtors and purchasers.
In the past few years alone, we have represented clients in connection with the following transactions:
- A merger of a NASDAQNMS-listed energy company into an NYSE listed electric company
- A complex cross-border acquisition of a French manufacturing company and the formation of joint ventures in Turkey and Lebanon involving significant tax, intellectual property and corporate law issues
- A leveraged recapitalization transaction in which a private equity firm acquired control of a broadband internet, cable television and telephone service provider
- Secondary market purchases by a hedge fund of funds of interests in over 198 different hedge funds valued at over $123.4 million
- A joint venture between a Texas-based spirits distributor in a transaction with the second-largest spirits and wine distributor in Illinois, creating the largest spirit, wine and malt beverage distributor in the state of Illinois
- A merger transaction involving the sale of a privately held, Dallas-based medical information technology company to a private equity fund in a transaction valued at approximately $400 million
- A sale of a minority interest in an Indian low-cost carrier airline listed on the Bombay Stock Exchange for all-cash consideration of approximately $41 million
- A sale by a privately held, Dallas-based medical information technology company in a $40 million merger transaction involving its sale to a private equity fund
- An acquisition by a public healthcare company of another public healthcare company by way of a stock exchange offer
- A sale of a public healthcare company to a public pharmaceuticals company by way of a cash tender offer in a transaction value at approximately $225 million
- An acquisition of an asphalt refinery following a Chapter 11 bankruptcy of the target resulting in a transaction value at approximately $45 million
- A sale of equity interests in privately-held manufacturer of baked goods to a publicly traded Colombian company for approximately $84 million
- Led the team advising the publicly traded seller of a refinery and related terminal, pipeline and feedstock assets for $115 million, including negotiation of the asset purchase agreement and complex transition and employee services agreements.
- Representation of one of the largest independent liquids terminal and pipeline operators in the nation in its acquisition of a refined products terminal in Linden, N.J. in a $142.5 million transaction.