Mergers and Acquisitions in Chinese: 兼并及收购
“This sophisticated corporate/M&A practice receives much client praise
for its ‘outstanding service and dynamic, entrepreneurial approach.’ ”
Blank Rome’s M&A practice is extremely active in the purchase, sale, and combination of publicly and privately-owned business entities. Our attorneys take a business-minded approach to counseling clients on all phases of acquisitions, ranging from responding to acquisition offers, establishing a special committee and advising proxy contestants, to structuring acquisitions, making acquisition offers, and arranging public and private financing to fund the acquisition.
We have advised companies, management, and financial sponsors in numerous going-private transactions, employee stock ownership plan acquisition transactions, friendly and hostile takeovers, restructurings and workouts, and spin-offs of company divisions.
Our merger and acquisition capabilities include:
- advising boards on fiduciary duties
- bank branch sales
- negotiating and drafting letters of intent and merger agreements
- preparing bank, Hart-Scott-Rodino, and securities regulatory filings
- preparing stock and asset purchase agreements
- structuring transactions
- tax structuring
We also have extensive experience representing our clients before key regulatory agencies such as the Securities and Exchange Commission, the U.S. Department of Justice, the Federal Trade Commission, and state securities commissions and bank regulatory agencies. Our M&A attorneys represent:
- investment bankers
- leveraged buy-out groups
- independent board committees
- equity investors
- financial advisers
With the help of our government relations affiliate, Blank Rome Government Relations LLC, our attorneys are able to ensure proper and full compliance with the laws and requirements of regulatory authorities. We are adept at guiding clients through the maze of regulatory compliance, including antitrust restrictions, federal and state securities laws, FINRA requirements, federal and state taxation issues, employee benefit and ERISA matters, environmental regulations, and FCC rules.
- A global leader in integrated software and processing solutions for financial service enterprises of all types. Blank Rome has represented them from inception, nearly 30 years ago, through their IPO and their recent privatization. We assist with securities and corporate related matters, including mergers and acquisitions, and general corporate advice.
- A footwear and apparel manufacturer, in a transaction involving the purchase of a leading brand of apparel and home goods for men, women, and children. The purchase price comprised $40 million in cash, 4.35 million shares of restricted stock, and an assumption of approximately $11 million in debt. The Blank Rome team, under a very short deadline, negotiated the purchase agreement and the financing for the purchase. The financing was accomplished through an unusual securitization by a subsidiary of our client of its intellectual property assets, including license agreements with respect to the brand being acquired, other existing brands, and their income. A portion of the proceeds from the issuance of $63 million of asset-backed notes by the subsidiary was used to pay the cash portion of the purchase.
- A joint venture, in connection with the merger of a publicly traded real estate investment trust. As a result of the merger, the joint venture now owns all of the common shares of the corporation, which acquires, operates, and develops open-air shopping centers nationwide. The transaction involved more than 35 shopping centers in several states having a value in excess of $1 billion and was accomplished with financing of more than $500 million.
- A fund, in entering into a definitive merger agreement to acquire the NASDAQ-listed nation’s leading specialty finance company for automotive retail real estate. The $3.4 billion transaction was cited in the “New Deals” section of the New York Law Journal. This transaction was the third major public deal in a twelve month period in which we counseled the client.
- A provider of technologies and related services in areas such as radio frequency identification (RFID), satellite-based communication, mobile asset tracking, security applications, and comprehensive toll system and processing services in their $612 million sale to an industrial company. The client will operate as a stand-alone segment within the industrial company and continue to market its products under its current brand names. The clients’ senior management team, and president and CEO will continue to lead the business. The client gave Blank Rome significant credit for the transaction, saying that the deal could not have been achieved without the Firm.
- Leading, independent oil refiner and marketer, in the $181 million acquisition of 112 convenience stores / service stations and approximately 230 supply sites in Delaware, Maryland, Virginia, and the District of Columbia from the third largest integrated oil and gas company in the U.S. Overall, Blank Rome has helped the oil refiner close the acquisition of 469 service station sites in 11 states, and 701 supply sites in 19 states.
- Provider of first responder protective equipment, in its sale to a private investor
- Common carrier of digital data messaging for marine communications, in the acquisition of a marine communications provider.
- Global software provider, in the acquisition of a provider of retail transaction software.
- Financial services software and technology provider,in the acquisition of a business-to-business solutions software provider.
- Publicly traded owner and operator of cemeteries, in the approximately $12.9 million acquisition of 21 cemeteries and six funeral homes from a funeral services company.
- Financial services software and technology provider, in the acquisition of provider of economic capital management software.
- Waste management holding company, in the approximately $10 million acquisition of large trust.
- Technology support services corporation,in the sale of one of its divisions.
- Private equity investment firm, in the acquisition of two large paper distributors, and related financing. A commercial finance firm provided $165 million in debt financing to support the purchase.
- Real estate investment advisory firm, in the $3.4 billion acquisition of a publicly traded REIT.
Experienced Attorneys, Recognized in Their Fields
The Legal 500 2010 ranked Blank Rome in the top tier in M&A Middle Market (sub–$500 million), stating that the Firm is “extremely active in the purchase, sale, and combination of business entities, particularly within the software, apparel, life sciences and energy sectors.”
Our attorneys lecture and write articles in the areas of venture capital, bank financings, and mergers and acquisitions. Attorneys in the group have authored and edited several books reflecting their experience in the industry, including Valuing Your Business: Strategies to Maximize the Sale Price, The Complete Guide to Employee Stock Options, and The Complete Going Public Handbook.