Mergers & Acquisitions

JMBM represents buyers and sellers in a wide variety of mergers, acquisitions and divestitures. Our lawyers provide start-to-finish assistance with the structuring, negotiation, documentation and closing of the deal, using the firm’s full resources for everything from due diligence to tax-efficient deal structures. We provide multi-disciplinary advice to handle all aspects of a transaction—from financing, antitrust and other regulatory approvals to structuring of employee benefits in the acquired entity.

See examples of some of the deals we have helped our clients close over the years.

Clients get all the help they need to negotiate and prepare letters of intent, conduct due diligence investigations, structure financing arrangements and form special-purpose entities for completing the transaction. Whether the buyer is a strategic acquirer or a financial sponsor, and whether the seller is a first-transaction entrepreneur or a deal-sophisticated serial business owner, we bring the necessary expertise to the table and get the deal done.

More than just lawyers, we are business advisors. Every client works directly with an experienced partner who remains hands-on from start to finish. Our teams include the right number of lawyers with the experience to cost-effectively close the deal. We have special expertise serving emerging growth and established companies in the middle market. Unlike mega-law firms that focus on billion-dollar deals and staff them with dozens of lawyers, we understand our clients’ need for cost-effectiveness and flexibility. Often we handle a transaction with one senior and one junior lawyer as point people for our clients. While the specialized expertise of other lawyers in our firm is sometimes needed, our goal is to allow our clients to have the benefit of this expertise without having to deal directly with a multitude of advisors. As a result we are often able to complete all aspects of the deal at a total cost that is significantly less than that of a mega-law firm.

We are, above all, results-oriented. Our lawyers combine a commitment to exceptional service with good judgment, common sense and a practical approach to what each client needs. We bring value to each transaction. Starting with due diligence, we identify potential problems and develop innovative solutions to tackle the toughest issues up front. We don’t waste time on obscure technical points or outrageous bargaining positions. Rather, we act quickly and effectively, and often negotiate entire transactions rather than just advising on legal points.

JMBM partners have helped clients purchase and sell hundreds of companies. Although we represent multi-billion-dollar public conglomerates and other large business enterprises with global interests, our emphasis in M&A deals is on the middle market: public and private companies at all stages of growth, doing transactions valued at $10 million to $500 million. Often this means that we negotiate multi-state, multiple bidder and cross-border transactions.

Our lawyers are experienced in closing deals in a variety of situations, including restructuring workouts (both in and out of) bankruptcy and virtually any transaction structure that our clients wish to pursue:

• Asset sales and purchases
• Equity sales and purchases
• Stock sales and purchases
• Mergers, including tax-free reorganizations
• Joint ventures and strategic alliances
• Leveraged buyouts
• Tender offers
• Recapitalizations
• Spin-offs/split-offs

The deals that we have brought to completion illustrate how well our approach works:

• A $400 million tender offer for a public broadcasting company
• An NYSE-listed computer equipment company’s $600 million merger with a storage network products company
• A cosmetics/hair products company’s $250 million sale to a German consumer brands conglomerate
• A credit card processing company’s $125 million sale to a public software company
• A premium home products retailer’s $410 million sale to a public company
• Food products and manufacturing companies in $30 million and $40 million sales to private equity firms

The financing of merger and acquisition transactions can take a variety of forms, and purchasers rely on us to help secure and document the financing that’s right for their deal. Our ties to hundreds of financial and investment firms means we often work with investment banks, private equity firms, investor groups and commercial banks in our M&A deals.

As an acquirer, access to the necessary capital is one of your primary transactional concerns. If you are involved in a leveraged acquisition, we can negotiate the terms and assist in the documentation of a variety of debt financing arrangements, involving conventional bank debt, mezzanine financing and seller-provided financing.

Other acquiring companies may ask us to provide counsel on a public equity or private convertible debt issue. Convertible equity positions are particularly attractive to mezzanine lenders, and we have unsurpassed experience at documenting “equity kicker” arrangements—in which the mezzanine lender gets an additional equity position in the borrower in return for their participation in the acquisition loan.

Our lawyers often serve as corporate counsel to small and emerging companies, helping them handle all the details of a successful growth strategy, often through business combinations with established companies. We also help emerging companies with acquisitions and mergers, tender offers and leveraged buy-outs, as well as with the complex securities, corporate finance and tax issues that these transactions involve.