$55 Million Sale of Advertising Company
$55 million sale of advertising company to public company. The asset sale transaction involved the sale of rights in over 400 locations in four states, the transfer of over 1,000 advertising contracts, and the sale of two commercial buildings. The team helped the client navigate various corporate governance issues and achieve its goal of selling the business.
Acquisition of Construction Contracting Business
Assisted client in the acquisition of a construction contracting business to allow for geographic expansion.
$57.6 Million Private Equity Sale of Filtered Water Cooler Provider
Served as legal adviser to a private equity firm in the $57.6 million sale of a provider and manufacturer of filtered water coolers and related products.
Acquisition of Distributor
Represented a major beer and premium beverage distributor in the acquisition of another distributor in adjacent territory.
Counsel to Private Equity Fund in $20 Million Equity Acquisition
Acted as counsel to a private equity fund in its $20 million equity acquisition of a company serving various large industrial and aerospace customers. The transaction involved a complicated pre-closing tax-free reorganization, donation of a minority interest in the target company to a donor-advised fund, international distribution issues, and a representations and warranties insurance policy. Helped client achieve its goal of closing and deploying allocated capital at year-end on an expedited basis.
Multimillion-Dollar Sale of Family Pharmacy
Represented a family pharmacy that specialized in compounding, human fertility drugs and hormone replacement therapy. The buyer's tax structure required us to complete a tax-free reorganization of the client's business prior to closing. The transaction also involved complicated tax and dividend issues regarding the majority shareholder's redemption of shares in the holding company that owned the pharmacy prior to closing.
International Divestiture for Diversified Private Client
Represented diversified private company in a multimillion-dollar divestiture of its travel gear distribution business. This transaction involved lengthy negotiations with an overseas buyer and allowed our client to achieve its goal of exiting the travel gear business to further focus on its unrelated core business.
Acquisition of Electrical Contracting Firm
Counsel to buyer in the acquisition of an electrical contracting firm, largely owned by an ESOP and subject to a multi-employer pension plan. Combination with mechanical contracting business of the buyer resulted in a combined business with approximately $100 million in annual revenues.
$95 Million Sale of Health Care Financing Company
Counsel to seller for the sale of health care financing company with an enterprise value of approximately $95 million. Sale was to a private-equity backed purchaser and involved a post-closing transition period for state licensing issues.
Acquisition of Beer Distribution Business
Represented St. Louis regional beer distributor in the purchase of a distributing company serving southeastern Missouri. The acquisition adds to the client’s annual distribution volume and expands its market share in the region.
Acquisition and Financing for Testing and Inspection Client
Represented client in its acquisition of the elevator inspection portfolio of a Colorado-based company and handled financing for the transaction, which involved the client exchanging equity with the seller and entering into a long-term joint venture. The acquisition expands the client’s market to other states including Colorado, Arizona and Louisiana.
$14 Million Purchase of Car Rental Company
Represented client in acquisition of a family-owned car rental company with nine locations, expanding the client's presence in the Milwaukee, Wisconsin market.
Acquisition of 143-Bed Hospital
Represented client in acquisition of 143-bed hospital in St. Louis, Missouri. The representation included issues related to regulatory compliance, licensure, real estate, ongoing corporate governance, tax, employment law and integration of medical staffs.
Developed, Executed Patent Filing Strategy Central to Multimillion-Dollar Acquisition for Client
Developed and executed patent filing strategy resulting in patent family that was central to multimillion-dollar acquisition by large, publicly traded fluidics systems and specialty engineered products company.
IP Due Diligence in Business Acquisitions
Led the IP due diligence team in the successful acquisition of at least six animal care products businesses, resulting in the addition of hundreds of trademarks, patents, copyrights and domain names to the client's IP portfolio.
Local Counsel on Multibillion-Dollar Merger
Acted as local counsel on multibillion-dollar merger of two publicly traded international organizations.
Multimillion-Dollar Sale of Supplement Retailer
Assisted client with eight-figure sale of supplement retailer that operates through large online platform. Transaction included multimillion-dollar cash purchase price and purchaser stock components for seller.
Successfully Defended Packaging Company in Breach of Contract Case Following Acquisition
Successfully defended a packaging company against the alleged breach of a supply agreement entered into following the acquisition of a plastics manufacturing business from the plaintiff. Following the sale, the plaintiff continued to sell a specialty product, which would be manufactured by our client, and sought return of certain equipment used for its production. The suit was filed in state court in North Carolina, removed to federal court in North Carolina, then further transferred to U.S. District Court for the Eastern District of Missouri. Our client filed counterclaims and third-party claims for fraud in connection with the supply agreement. Our client filed a separate action for fraud in connection with the sale of the plastics manufacturing business against the plaintiff and its principals in U.S. District Court for the District of Delaware. All claims were resolved after mediation for a nominal payment and non-monetary terms.
Bank Acquisition by Mortgage Company
Represented the owner of a mortgage company in its purchase of a distressed community bank in the first acquisition of its kind involving a mortgage company. In order for the purchase to occur, the client had to undergo a corporate reorganization and establish a holding company to own the mortgage company and purchase the bank. As part of the transaction, we were able to gain approval from the Federal Reserve and other bank regulators to allow the client to gradually fold its mortgage operations into the bank over time.
Bank Acquisition with Complicated Regulatory Approval
Represented a banking corporation in its acquisition by a bank holding company after two prior attempts to sell the bank had failed due to regulatory issues. The transaction involved a complicated approval process that included negotiating a consent order with the Federal Reserve. Both the consent order and sale had to be approved by the Federal Reserve Board.
Sale of Private Contract Manufacturer
Represented a privately held contract manufacturer in its acquisition by a diversified holding company, including due diligence and disclosure matters, employee benefits, environmental and tax considerations.
$1.15 Billion Divestiture of Animal Health Product Lines
Company counsel for simultaneous completion of more than $1.15 billion in sales of animal health product lines pursuant to an FTC-mandated divestiture.
Multimillion-Dollar Sale of Agricultural Processing Company
Represented client in multi-million dollar sale of agricultural processing company to national food services company. Representation included resolution of matter related to transfer of special Missouri agricultural tax credits.
Acquisition of Software Company for Global Diversified Supplier
Managed acquisition of company providing web-based design software for a wide range of home improvement and renovation projects.
Asset Sale for Software Developer
Represented a software development company in its sale of assets to a national health care services company in the provider health care and risk management solutions market.
$60 Million Sale of Data Hosting, IT Outsourcing Company
Served as lead counsel in $60 million sale of data hosting and IT outsourcing company.
Acquisition of Home Building CRM Company for Global Diversified Supplier
Managed acquisition of company providing CRM, sales automation, dynamic content management, and reporting for the home building and real estate sectors.
Acquisition of HVAC Software Company for Global Diversified Supplier
Managed acquisition of provider of software for residential and commercial energy code compliance and HVAC system design.
Multiple Acquisitions Support Client's Diversification Strategy
Represented a client in completing numerous acquisitions of manufacturing, distribution, construction and technology companies. These transactions ranged from several million dollars to nearly $100 million and occurred over several years. These acquisitions supported the company’s goals of diversifying its products and services offerings in its core markets as well as provided avenues for expansion into other markets.
$1.3 Billion Sale of Health Care Provider
Served as lead counsel in $1.3 billion sale of health care provider to a strategic buyer.
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