Mergers & Acquisitions

Mergers & acquisitions can be a dynamic growth strategy that generates wonderful synergies and economies of scale for the acquirer. For a seller, it can represent the culmination of years of hard work to build a successful business or perhaps a strategic divestiture to allow a firm to focus on its core business. Thompson & Thompson LLP provides public companies as well as privately-held entities with trusted advice to get the deal done in a professional manner and with the laser focus that a smaller transactional law firm can provide.

Mergers & Acquisitions

We have extensive experience in the following:

  • Early-Stage Negotiation of Agreements with Investment Bankers, Including Engagement Letters
  • Confidentiality/Non-Disclosure Agreements Between Seller and Prospective Buyers
  • Conducting Early Stage Legal Due Diligence for Buyer
  • Managing Production of Due Diligence for Seller
  • Letters of Intent (Often For Purposes of Conducting More Detailed Due Diligence)
  • Conducting Detailed Legal Due Diligence
  • Lead Legal Role in Domestic and International Mergers, Acquisitions and Divestitures (Often Involving Financing Portions of the Transaction)
  • Related Employment Agreements, Non-Compete Agreements, Transition Services Agreements, Leases or Other Key Components of Transaction
  • Post-Closing Escrow, Holdback or Other Matters
  • Facilitating Transition Services Matters
  • Private Equity Portfolio Purchases and Sales
  • Equity or Debt Restructurings
  • Going-Private Transactions

Multi-Disciplinary Advice

With nearly twenty years of combined experience at the nation’s top law firms coupled with years of experience managing transactions at Thompson & Thompson LLP, our attorneys have developed extensive resources and contacts to handle highly specialized aspects of your particular transaction. These resources and contacts have been selected for their responsiveness, favorable fee structures and reputations in their area of expertise.

M&A Financing

The financing of merger and acquisition transactions can take a variety of forms, and our attorneys can help you secure and document the financing that’s right for your deal. As an acquirer, access to the necessary capital is one of your primary transactional concerns. If you are involved in a leveraged acquisition, our attorneys can negotiate the terms and assist in the documentation of conventional bank debt, mezzanine financing and seller-provided financing, or the issuance of public equity or private convertible debt.  We also have relationships with a number of investment bankers in the Chicago area, and to a lesser extent nationwide, if such relationships can be of assistance to a particular client.

Regulatory Approval

When relevant, we assist our clients with guiding a transaction through the Hart-Scott-Rodino (HSR) review process. We have also assisted clients with other regulatory approvals, such as Exon-Florio national security approval and approval by state insurance or banking authorities.

Selected Recent Transactions

  • Sale of Privately-Held Company for Undisclosed Amount. Represented the seller in a sale of the seller’s privately-held business process outsourcing firm to a private equity firm engaging in rollup transactions to achieve economies of scale.  Firm attorneys served as the primary negotiator of the deal documents and numerous aspects of transaction.  Transaction involved multiple iterations of substantive deal terms in an effort to maximize value achieved by seller while adequately allocating risk between buyer and seller.
  • Outside M&A Counsel for Public Company. Represented public company in numerous M&A transactions to acquire target companies in same industry.  Assisted from LOI stage through due diligence process, drafting and negotiation of deal documents and closing of transaction.  Tasked with managing client’s wider deal team, including subject matter experts in finance, tax, risk management, human resources, labor relations, employee benefits and other areas, as applicable.  Served as primary negotiator of the deal documents.  Responsible for timely closure of transaction as well as assisting with transitional and other post-closing matters.
  • $130,000,000 Purchase of U.S. Public Company. Our Firm’s attorneys represented a United Kingdom public company in the $130 million acquisition of an NYSE-listed U.S. contractor in the defense and aerospace industry.  Our attorneys were the primary drafter of the merger agreement and all relevant ancillary documents and securities law filings. The transaction required stockholder approval by the target’s stockholders, thus requiring a proxy statement and other SEC filings designed to disclose all relevant information concerning the transaction to the target’s stockholders so that they could make an informed decision on whether to approve the transaction. Our attorneys also served as the primary securities law counsel on the transaction, assuring compliance with securities laws relating to the acquisition of a public company (including compliance with Regulation 13D). The transaction also required Hart-Scott-Rodino antitrust approval and Exon-Florio national security approval. In addition to the transaction documents, our attorneys conducted the legal due diligence process. On the back-end, our attorneys prepared documents to de-register the acquired company with the SEC.
  • $50,000,000 Sale of Belgian Subsidiary. Lead attorney for a U.S. public company in the $50,000,000 sale of one of its Belgian subsidiaries, a manufacturer of specialized technology, to an Australian private equity fund.  Due to U.S. attorneys being on both sides of the transaction, the deal documents were based on the U.S. style of drafting, and then adapted to meet the regulatory requirements of Belgium.  Our Firm’s attorneys led the final negotiations in Brussels and went on several trips to Belgium to prepare due diligence, coordinate with the Belgian target company and Belgian counsel regarding Belgium-specific legal issues, and to sign and close the transaction.
  • $4,500,000 Sale of Company. Lead attorney for the seller in a $4,500,000 sale of a commercial ink manufacturer by a UK private equity fund to a U.S. private equity fund.  Firm attorneys engaged in extensive negotiations with buyer and its counsel, eventually culminating in a successful sale of the business during a time when deals were getting more difficult to close due to the overall economic climate.  We also assisted the client in post-closing holdback, earnout and indemnification matters.
  • $40,000,000 Purchase of Privately-Held Company. Lead negotiator and primary drafter of documents in a $40,000,000 purchase of a private equity fund-owned U.S. defense & aerospace company by a defense contractor client.  Firm attorneys managed other attorneys that conducted the due diligence process, and provided limited assistance with the more complex aspects of due diligence process.  This transaction involved negotiations relating to existing environmental claims at the industrial park at which the target was located.  Notably, it also involved a difficult negotiating climate whereby Firm attorneys had to simultaneously negotiate with the seller and the seller’s creditors in a dynamic situation whereby the creditors and the seller arguably had competing interests.
  • $4,000,000 Series D Investment.  Reviewed deal documents for an Australian private equity investor’s investment in a $4,000,000 Series D round equity investment in a development stage Silicon Valley semiconductor company.  The client had already invested in prior rounds.  Hence, the deal documents were based on the Series C documents and negotiations largely were limited to ensuring that the deal documents reflected the understanding of the parties with respect to the Series D round of investment.
  • Going-Private Transaction. Primary drafter of the deal documents and the securities law filings for a Schedule 13e-3 going-private transaction where the majority owner of a small public company in the packing and shipping industry was buying out the interests of the minority stockholders and taking the company private.  Going-private transactions are a subset of transactions that have very specific securities law and corporate law requirements that are designed to protect minority stockholders from abuse by a company’s majority stockholder or management.  This transaction triggered automatic SEC review and comment, which Firm attorneys successfully navigated on behalf of the client.
  • $70,000,000 Purchase of Privately-Held Company. Primary drafter of the stock purchase agreement and all ancillary documents for a $70 million acquisition of a U.S. defense contractor by a non-U.S. public company.  Firm attorneys conducted all corporate and general due diligence and coordinated the due diligence process for specialists in environmental, real estate, tax, government contracts, intellectual property, labor and benefits.
  • $5,000,000 Equity Investment by Investor. Primary negotiator and reviewer of deal documents in a $5,000,000 strategic equity investment by a strategic investor in Series C preferred stock of a development stage Silicon Valley company working on next generation Internet communication technologies.  As customary in a transaction of this type, the deal documents were provided by the target company.  Since (i) the investment was for a portion of a “Series C” offering after prior Series A and Series B rounds of investment had already taken place, and (ii) the specific investment was for a small minority stake in the target, negotiations primarily were limited to targeted provisions relating to the investor’s unique strategic interests in the company.  Our Firm’s attorneys helped to secure favorable terms for the investor.
  • $7,000,000 Sale of Company. Represented the seller in a $7,000,000 sale of the seller’s privately-held niche employee screening company to a national company consolidating the industry.   Firm attorneys drafted and negotiated the transaction documents, and managed the due diligence process by developing a due diligence data room, responding to due diligence requests from the prospective buyer, and managing specialists in particular specialty practice areas.
  • Public Company Equity Lines of Credit. Over the past several years, Firm attorneys have assisted public company clients with sales of common stock to hedge funds over an extended period of time.  This type of transaction serves as a financing vehicle for the public company similar to a line of credit, except that equity is being utilized instead of debt.  The new common stock to be sold by the company in this type of transaction is registered with the SEC and resold by the hedge fund into the public market over a period of time.
  • $13,500,000 PIPE Offering. Represented public company issuer in a $13,500,000 PIPE registered direct offering of units which consisted of common stock and warrants.  Firm attorneys served as the primary negotiator of the deal documents, the initial draft of which was provided by counsel to the placement agent in the transaction.  Timely closure of the transaction was requested by the public company issuer in order to infuse the company with additional funds to prevent any disruption in company operations.  At the final hour, Firm attorneys averted a delay in the transaction by negotiating final terms with demanding institutional investor purchasers of the units and placating them by solving their concerns and finding compromise.  Firm attorneys were also responsible for drafting the securities law filings, and dealing with the regulatory requirements of Nasdaq.