Cross-Border Transactions for Holding Company and Primary Portfolio Company
Completed a series of four complex, multimillion-dollar transactions in the U.S. and U.K. on behalf of a holding company and its primary portfolio company. In addition to traditional M&A aspects, our team provided guidance on related real estate, environmental, employment, benefits, immigration and international factors. Two of the four transactions closed on the same day on two different continents.
$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.
Bolt-On Acquisition for Private Equity Firm
Represented a private equity firm in its acquisition of a bolt-on mechanical and structural field service/maintenance company, offering major refractory, insulation, boiler and repair capabilities throughout Louisiana and Texas.
$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.
Acquisition of Controlling Interest in Platform Company for Private Equity Firm
Represented a private equity firm in its acquisition of controlling interest in a new platform full-service oilfield chemical company.
$1 Million-Plus in Tax Liability Avoided
Secured several releases for employment and tax-related claims against a client. Inaccurate tax advice had led the company’s board of directors to issue options that did not comply with Section 409A of the Internal Revenue Code. We were able to avoid tax liabilities for the client and option holders without triggering IRS action, and obtained release agreements from all option holders.
ACA Employer Shared Responsibility Penalties Avoided
Drafted client response to IRS for Affordable Care Act Employer Shared Responsibility (ESRP) penalties. Provided amended ESRP filings and supporting documentation to avoid over $25,000 in penalties.
Acquisition of Franchise Restaurants
Represented a private investment firm in its acquisition of franchise restaurant outlets across multiples states. Handled the acquisition agreement and other operative documents, due diligence, franchise documentation and licensing.
Equity Incentive Program for Client
Assisted a private equity firm with the design and implementation of equity incentive programs for key employees.
Internal Revenue Service and Department of Labor Plan Audit Representation
Represented several plan sponsors through Internal Revenue Service and Department of Labor audits of 401(k) and defined benefit pension plans. Assisted with the responses to information requests, in-person meetings, and negotiation of settlements and corrective action.
Review of Benefit Plans Related to Acquisition
Assisted an employer with the review of benefit plans in an acquisition. After identifying operational issues with the target's 401(k) plan, we provided assistance with required correction program filings, integration of the workforce into the client's plans, and merger of the target's 401(k) plan.
Termination of Pension Plans for Large Employer
Assisted a large employer with lump sum offerings and a complete termination of six pension plans after the company decided to take affirmative action to de-risk and terminate said pension plans.