Experience

$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.

$83 Million Equity Purchase for Manufacturing Client

Represented manufacturer in $83 million equity purchase of hydraulic lift component manufacturing company.

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.

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.

$56 Million Equity Purchase of Controlling Interest in Pharmacy

Represented health care company in $56 million equity purchase of 80 percent controlling interest in multi-state wholesale and mail-order retail pharmacy.

$65 Million Asset and Equity Purchase of Multiple Geotextile Businesses

Represented manufacturer in $65 million asset and equity purchase of multiple geotextile distribution businesses.

$78 Million Equity Purchase of Drivetrain Manufacturer

Represented large, privately held client in $78 million managed sale equity purchase of manufacturer of high-precision, custom-engineered drivetrain components for off-road vehicles.

Multimillion-Dollar Sale of Agricultural Processing Company

Represented client in multimillion-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.

M&A Counsel to Private Liberal Arts College

Represented a private liberal arts college in the acquisition of a fine arts museum and its collections valued in excess of $100 million.

$75 Million Asset Sale of Wireless Phone Retail Locations

Represented telecommunications client in $75 million asset sale of wireless phone retail locations.

$87 Million Equity Sale for Manufacturing Client

Represented manufacturer in $87 million equity sale of manufacturer and distributor of hydraulic drive components.

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.

$28 Million Influencer Acquisition

Represented online media company in its $28 million acquisition of a social media platform's "influencer" traffic manager.

$28 Million Restructuring and Managed Sale

Represented manufacturer in $28 million internal restructuring and subsequent managed sale of a manufacturer of specialty and fabricated tube in the automotive industry.

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.

$140 Million Managed Sale Merger Acquisition of Manufacturer and Distributor

Represented diversified global supplier in $140 million managed sale merger acquisition of a manufacturer and distributor of HVAC sheet metal products.

$32 Million Merger Acquisition of Health Care Tech and Services Provider

Represented health care company in $32 million merger acquisition of health care technology and services provider, following the client’s prior convertible debt investment in the target company.