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. We regularly advise private equity sponsors in selling portfolio companies to Special Purpose Acquisition Companies (SPACs) and companies in SPAC business combinations.
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.
Our cross-disciplinary team of highly experienced capital markets, private equity, M&A, tax and executive compensation and employee benefits lawyers brings to bear their deep knowledge and experience in SPACs and business combinations involving SPACs, including PIPE investments in connection with SPAC business combinations and guide clients throughout the entire SPAC life cycle – before and after a SPAC business combination transaction.
In the past few years alone, we have represented clients in connection with the following transactions:
- Represented a leading modular building and portable storage provider in the Western U.S. in the sale of substantially all assets for a purchase price of $260 million
- 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.
September 30, 2022
Speaking Engagements
Larry Glasgow to Co-Chair 18th Annual UT School of Law Mergers and Acquisitions Institute; Byron Egan to Join Panel Discussing “Texas Twists” in M&A Transactions
Jackson Walker partner Larry E. Glasgow will Co-Chair The University of Texas School of Law’s 18th Annual Mergers and Acquisitions Institute, widely regarded as the preeminent private M&A conference in the United States. In addition, Jackson Walker partner Byron F. Egan will join a panel entitled “Texas Twist in M&A: The Latest and Greatest.” Byron and his fellow panelists will cover aspects of Texas law that M&A practitioners need to be aware of when navigating Texas M&A transactions.
August 24, 2022
Speaking Engagements
“Structuring Divisive Mergers Under the Delaware and Texas Statutes”
Byron Egan, William Hornberger, and Machir Stull will join Cliff Ernst (McGinnis Lochridge) for a CLE webinar discussing divisive merger statutes on Wednesday, August 24. Presented by Strafford, the course will walk through how to structure a divisive merger and what the implications are for existing and future credit agreements and other contracts to which Delaware and Texas entities may be parties.
June 1, 2022
Spotlight
Chambers and Partners Recognizes Jackson Walker Attorneys and Practices in 2022 USA and Global Guides
Jackson Walker is pleased to announce that Chambers and Partners has selected 48 attorneys and 16 departments for inclusion in the 2022 edition of the Global and USA guides.
February 3, 2022
Mentions
M&A 2021: A Year Beyond ‘Even the Wildest Expectations’ | The Texas Lawbook (Subscription Required)
The Texas Lawbook quoted Stephanie Chandler in an article regarding mergers and acquisitions activity in 2021. In the article, Stephanie noted that her activity last year was heavily driven by strategics adding to their footprint geographically or broadening their service offerings through acquisitions of ancillary product or service lines – versus 2020, in which her deal flow was more driven more by PE looking for opportunities to put money to work.
January 21, 2022
Mentions
Q&A with Deal Partner Kyle Hooper
In an interview with The Texas Lawbook, Kyle Hooper shared the reason he and Brian Lidji joined Jackson Walker, memorable deals, and clients’ concerns.
