Mergers and Acquisitions

Negotiated billions of dollars in transactional agreements for a Fortune 100 telecommunications, broadband and media company, including multiple system acquisitions and divestitures to enhance geographical efficiencies. The disposition of rural  systems ultimately positioned the company to complete a merger with another major player in the industry.

Represented privately held company in $290 million managed equity sale of contract packager to international strategic purchaser, including rollover investment.

Represented privately held company in $34 million equity sale of exhaust component manufacturer to strategic investor, including rollover investment.

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.

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.

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.

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.

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

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

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.

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.

Assisted client in the acquisition of a construction contracting business to allow for geographic expansion.

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.

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.