"You never want for a lawyer with a particular skill...They're very responsive,
they manage their relationships very well and they communicate well.'"
Blank Rome’s M&A attorneys represent family-owned businesses, strategic acquirers, targets, investment bankers, leverage buy-out groups, independent board committees, equity investors, lenders, and financial advisers in the purchase, sale and combination of business entities, both publicly and privately owned.
Our attorneys take a business-minded approach to counseling clients on all phases of acquisitions, ranging from responding to acquisition offers, establishing special committees, and advising proxy contestants, to structuring acquisitions, making acquisition offers, and arranging public and private financing to fund the deal. Using an integrated approach, we draw upon the skills of other attorneys in the Firm with experience in securities, intellectual property, tax, real estate, international trade, ERISA, employment, and environmental law to provide seamless service.
We also have extensive experience handling international business transactions, including mergers and acquisitions, joint ventures, licensing agreements, distributorship and sales agency arrangements, and cross-border secured-financings.
We have been involved in all aspects of leveraged buyouts, from acquisitions by financial buyers to management-led buyouts, and are adept at handling the acquisition and financing of public and nonpublic companies of all sizes. We have advised companies, management, and financial sponsors in numerous going-private transactions, employee stock ownership plan acquisition transactions, friendly and hostile takeovers, making of acquisition offers, responding to acquisition offers, restructurings and workouts, and spin-offs of company divisions.
Distressed business environments can provide tremendous opportunities for strategic transactions. We maximize successful outcomes for our clients by taking a pragmatic approach, combining practical experience and creative strategies that address the nuances of each representation. Our attorneys represent potential purchasers interested in purchasing assets from Chapter 11 and Chapter 7 debtors. We also regularly represent debtors, creditors’ committees, secured and unsecured creditors, investors and investment banking and restructuring firms around the country.
Our merger and acquisition capabilities include:
- structuring transactions
- tax structuring
- negotiating and drafting letters of intent
- preparing stock and asset purchase and merger agreements
- advising boards on fiduciary duties
- preparing regulatory filings, including banking and Hart-Scott-Rodino filings
We are adept at guiding clients through the maze of regulatory compliance, including antitrust restrictions, federal and state securities laws, FINRA requirements, federal and state taxation issues, maritime, employee benefit and ERISA matters, and environmental regulations.
Our M&A lawyers practice from our offices in Pennsylvania, New York, Washington, D.C., New Jersey, California, Ohio, and Shanghai.
- AmQuip Crane Rental LLC, one of the largest providers of industrial crane rentals, sales and related services, in its $320 million acquisition by Bard Capital Group, LLC.
- Automated Trading Desk, Inc. (ATD), a leader in electronic and proprietary trading, in its $680 million sale to Citigroup Inc.
- Brightpoint, Inc., (Nasdaq: CELL), a global provider of supply chain solutions to the wireless industry, in a number of transactions, including:
- The $835 million acquisition of Europe’s largest mobile phone distributor, Denmark-based Dangaard Telecom.
- The $80 million acquisition of Touchstone Wireless Repair and Logistics, LP, a leading provider of repair, remanufacture and reverse logistics services to the wireless industry.
- DecisionOne Corporation, a portfolio company of Cerberus and Highland Capital and a provider of information technology maintenance and support, in connection with its $104 million acquisition by Glodyne Technoserve Inc., the US subsidiary of Glodyne Technoserve Ltd., a technology infrastructure management services company based in Mumbai, India.
- DRA Advisors, an investment adviser specializing in real estate investment and management services for institutional and private investors, in its acquisition of Inland Real Estate Corporation (now known as “IRC Retail Centers LLC”), formerly a publicly-held REIT with approximately 140 shopping centers located primarily in the Midwest. The transaction is valued at approximately $2.3 billion, including the assumption of some debt.
- Frontline Technologies Group, in its acquisition of EDTRAININGCENTER, an online training provider for the K-12 education community. Frontline, based in Malvern, PA, provides cloud-based K-12 software solutions that empower over 6,000 school districts and millions of educators to positively impact student learning.
- General Cable Corporation in a $710 million acquisition of Phelps Dodge International Corporation. In addition to acting as lead counsel and handling the acquisitions of four companies in the United States, we coordinated counsel in over fifteen countries, including Brazil, Chile, China, South Africa and Venezuela.
- Iconix Brand Group, Inc., a NASDAQ-listed global brand management company engaged in licensing, marketing and providing trend direction for a portfolio of owned consumer brands, in the acquisition of more than 20 brands with an aggregate value in excess of $1.5 billion. Examples include:
- The acquisition of the Strawberry Shortcake brand and related intangible assets from American Greetings for $105 million in cash. Strawberry Shortcake is a global brand with a diversified network of over 350 licensees worldwide and approximately 50% of revenue generated in international markets.
- The $175 million acquisition of the Peanuts brand and related assets of United Media Licensing, a division of United Features Syndicate, Inc. through a newly formed joint venture company, Peanuts Worldwide LLC, owned 80% by Iconix and 20% by Charles M. Schulz Creative Associates, managed by the Schulz family.
- The $65.6 million asset purchase agreement with Sharper Image Acquisition LLC (“Seller”), pursuant to which Iconix purchased substantially all of its assets, including the “Sharper Image” trademark and other intellectual property rights related to the Sharper Image brand.
- Image First Laundry Specialists, in its acquisition of the assets of a Florida-based Image First franchisee. Image First Laundry Specialists, based in King of Prussia, Pennsylvania, is the largest and fastest growing provider of healthcare laundry services to medical practices throughout the continental United States and Puerto Rico.
- Korn/Ferry International, the world’s largest provider of executive search, in several transactions including:
- Its acquisition of the Hay Group Companies. The Hay Group Companies operate in the United States and in numerous other jurisdictions throughout the world, with more than 200 shareholders in multiple jurisdictions. The consideration was paid partly in cash and partly in shares of the common stock of Korn/Ferry International.
- A subsidiary of Korn/Ferry International in connection with its acquisition of Dotlich Associates, Ltd., a privately owned lead-ership and talent consulting corporation located in the US.
- Kreisler Manufacturing Corporation, a best-in-class manufacturer of precision metal components and assemblies for use in commercial and military aircraft engines as well as industrial gas turbines, in its sale to United Flexible Technologies, Inc. (“UFTI”), a portfolio company of Arlington Capital Partners (“ACP”).
- NetQos, a provider of network performance management and service delivery management solutions, in its sale to IT management software company, CA Inc. for $200 million.
- Panasonic Enterprise Solutions Company, a division of Panasonic Corporation of North America, in its acquisition of the assets of Magic Ink Interactive LLC, J. Jes Graphics, LLC and Ad Space Ink, LLC, providers of hardware, software and integration services for digital indoor networks for high-end retail, hospitality and corporate clients. Panasonic Enterprise Solutions Company, develops, installs and maintains large-scale audio-visual solutions and eco solutions for business, sports and entertainment venues.
- PCB Group, Inc. in its sale to MTS Systems Corporation, a leading global supplier of high-performance test systems and position sensors. PCB is a global leader in the design, manufacture, and distribution of sensor technologies that both enhance the performance of its customers' products and enable those products to enter the market more rapidly and reliably.
- Providence Service Corporation, a NASDAQ-listed provider of home- and community-based social services, in a number of transactions, including the $220 million acquisition of Charter LCI Corporation.
- QuVa Pharma in its acquisition of the assets of the 503B Compounding Pharmacy Services Division of Healix, Inc., including its state-of-the-art manufacturing facility. QuVa Pharma has received a majority equity commitment from Bain Capital Private Equity, a leading global investment firm, to support the company’s creation and expansion plans.
- Ryder System, Inc.(NYSE:R), a leader in supply chain, warehousing and transportation management solutions, in the $200 million acquisition of Total Logistic Control, a wholly owned subsidiary of SuperValu (NYSE:SVU) and a leading provider of comprehensive supply chain solutions to food, beverage, and consumer packaged goods manufacturers with significant supply chains in the U.S.
- Siemens Healthcare in the sale of its microbiology business to Beckman Coulter, Inc., a subsidiary of Danaher Corporation.
- Softmart, Inc. in the sale of its business to PC Connection, Inc., a national provider of a full range of information technology solutions to business, government, healthcare, and education markets.
- Sunbelt Holding, Inc. a privately-owned holding company operating through subsidiaries in the alcohol beverage distribution business, in the successful closing of a business combination with Wirtz Beverage Group, and in the negotiation and documentation of a syndicated credit facility in the amount of $750 million. The new company, Breakthru Beverage Group, is one of the largest wholesale distributors in the United States and Canada, operating in 16 markets, employing more than 7,000 people and representing a portfolio of premier wine, spirits and beer brands with $6 billion in annual revenue.
- SunGard Data Systems Inc., a global software and technology services provider, in the acquisition of more than 50 companies (public and private) with an aggregate transaction value in excess of $2.5 billion.
- Xcel Brands, Inc., a company engaged in the acquisition, design, licensing, and marketing of consumer brands, in the $31.5 million acquisition of the Isaac Mizrahi designer apparel brand. In addition, we represented the company in connection with a private placement of its equity securities and obtaining a credit facility to fund the purchase price, as well as a reverse merger with NetFabrics Holdings, Inc., a publicly traded company on the OTC Bulletin Board.
- ZS Fund, LP, and other existing equity holders in their purchase of additional equity interests in Industrial Air Tool, LP and its general partner, IATGP, LLC. Industrial Air Tool is a leading Texas-based distributor of tools, equipment and consumable supplies to oil and gas drillers and refiners.
- ZS Fund, LP, in the acquisition of Amerijet International, Inc., an air cargo logistics business servicing the Caribbean, Central America, Mexico, and South America.
Experienced Attorneys, Recognized in Their Fields
Blank Rome M&A attorneys are consistently ranked at the top in their practice areas by Chambers Global, Chambers Asia and Chambers USA. Chambers writes that Blank Rome’s M&A Practice handles “increasingly complex and high value transactions,” wins widespread praise for its excellent service and includes “strong talented lawyers who respond instantaneously.” In addition, Chambers’ sources admire the practice because “their client service is top-notch and they always come to the table with good business and legal experience.”
Chambers also states: "Representing private and public companies in capital raising, securities and M&A, the practice is known for its representation of private equity funds. The group is best known for its expertise in mid-market transactions…however, it has proven itself on larger transactions, recently working on a multibillion-dollar matter."
The Legal 500 2016 ranked Blank Rome in the second to the top tier in M&A Middle Market (sub–$500 million), stating that the Firm “regularly handles complex LBOs, from acquisitions by financial buyers to management-led buyouts; it also handles the acquisition and financing of public and non public companies of all sizes.”