Experience

$108 Million Acquisition of Bank Holding Company

Represented Delta Bancshares Company, bank holding company of Jefferson Bank and Trust, St. Louis, Missouri, in its merger with a subsidiary of First Mid Bancshares, Inc. (NASDAQ: FMBH), bank holding company of First Mid Bank & Trust, Mattoon, Illinois. The total consideration for this cash and stock deal was approximately $108 million. We also provided counsel on employee benefits and tax aspects of the transaction.

Construction Company Divestiture

Represented the founders of a Colorado construction company in the divestiture of the business to a top-5 Canadian contractor in a cross-border transaction.

$35 Million Recapitalization with Private Equity Sponsor Funding

Advised client on a recapitalization of a revenue cycle management company with funds from a private equity sponsor. The funds came in as equity, senior debt and subordinated debt with portions paid at closing as well as through a possible earn-out. The transaction required a simultaneous buyout of an affiliated joint venture and the execution of complicated software licensing and development agreements between the affiliate and the target company, which was to be controlled by the private equity sponsor post-closing.

Advised Missouri Medical Marijuana Licensees in M&A and Reorganization Transactions

Led and closed transactions involving stock sales, asset sales, license transfers and other reorganizations contingent on and subject to significant regulatory requirements and conditions of the Missouri Department of Health and Senior Services. These involved both seller and acquisition-side efforts for 10 different medical marijuana licensee clients.

Acquisition of Central and Southeastern Missouri Beer Distribution Business

Represented a St. Louis beer distributor, one of the largest privately held companies in the region and one of the largest distributors of beer, wine, spirits and other non-beer products, in its purchase of a distributing company serving customers throughout central and southeastern Missouri. The acquisition adds to the client’s annual distribution volume and further expands its market share in the region.

$137.25 Million Asset Sale for Independent Insurance Broker

Represented a large independent insurance broker in the sale of assets in exchange for cash and equity consideration valued at up to $137.25 million.

Defense Counsel for Mobile Advertising Platform Developer and Directors in Delaware Chancery Court

Served as defense counsel for a mobile advertising platform developer and its former directors in a Delaware Chancery Court action alleging breach of fiduciary duty and disclosure violations arising out of an M&A transaction.

Multimillion-Dollar Private Offering and Controlling Interest Acquisition in Franchisor

Represented a group of investors in a multimillion-dollar private offering and acquisition of a controlling interest in a leading U.S. dog daycare franchisor. Handled investment documentation for private offering by buyer entity, operative documents for the acquisition, and conduct of due diligence.

Defense Counsel in Multimillion-Dollar Hostile Takeover Bid and Related Prosecution

Defended founders of privately held aviation industry business in multimillion-dollar hostile takeover bid and in prosecuting claims related to the takeover attempts.

Defense of Buyer in Earn-Out Dispute

Defended buyer in earn-out dispute under a stock purchase agreement to acquire a technology company.

Representation of Departing Company Founder in Protracted Negotiations

Represented departing company founder in protracted negotiations pursuant to buy-sell provision.

Representation of Departing Founder in Contract Dispute

Represented departing founder in contract dispute concerning stock buyout pricing under a buy-sell agreement.

Cross-Border Sale of Tech-Enabled Enterprise Sales Training Company

Served as legal counsel to a U.S.-based private equity firm in its sale to a European investor of a tech-enabled enterprise sales training company, which provided services to companies ranking within Forbes top 35 Global companies.

Acquisition of Transportation Services Company

Counsel to buyer in the acquisition of a transportation services company in a carve-out transaction. The transaction achieved the client's goals of expanding to several key locations in the Minneapolis-St. Paul metropolitan area and establishing key strategic partnerships with regional customers.

Acquisition of Digital Giving Platform

Represented an information management and payment services client in the acquisition of a digital charitable giving platform, which allows users to make donations to faith-based and nonprofit organizations through multiple channels including a mobile app, donation by text, and at kiosks.

$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.

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.

$850 Million Pet Food Industry Reorganization

Represented acquiring and acquired persons in an $850 million reorganization in the pet food industry.

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.

Obtained Summary Judgment for Publicly Traded Live Event Producer

Obtained summary judgment for a publicly traded producer of live events where the primary issue was whether our client, who recently purchased the assets – but not the stock – of a local live event production company, was bound by the arbitration provision in a contract between the local company and the opponent. The asset purchase agreement specifically excluded the contract containing the arbitration provision. The opponent argued that the asset sale was a de facto merger so the contractual exclusion did not apply. The Court rejected that argument and adopted our argument holding, among other things, that the terms of the asset purchase agreement governed.

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.

$25 Million Sale of OTC Pharmaceutical Manufacturing Assets

Represented large, privately held client in $25 million asset sale of over-the-counter pharmaceutical manufacturing business and supplier to major nutraceutical, pharmaceutical and food brands.