Blank Rome LLP

This sophisticated corporate/M&A practice receives much client praise
for its ‘outstanding service and dynamic, entrepreneurial approach.’ ”

—Chambers USA

Blank Rome’s M&A attorneys represent strategic acquirers, targets, investment bankers, leverage buy-out groups, independent board committees, equity investors, lenders, and financial advisors in the purchase, sale and combination of business entities, both publicly and privately owned.

Our attorneys take a business-minded approach to counseling clients on all phases of acquisitions, ranging from responding to acquisition offers, establishing special committees, and advising proxy contestants, to structuring acquisitions, making acquisition offers, and arranging public and private financing to fund the deal. They also use an integrated approach and draw upon the skills of other attorneys in the Firm with experience in securities, intellectual property, tax, real estate, international trade, ERISA, employment, and environmental law to provide seamless service.

We also have extensive experience handling international business transactions, including mergers and acquisitions, joint ventures, licensing agreements, distributorship and sales agency arrangements, and cross-border secured-financings.

We have been involved in all aspects of leveraged buyouts, from acquisitions by financial buyers to management-led buyouts, and are adept at handling the acquisition and financing of public and nonpublic companies of all sizes. We have advised companies, management, and financial sponsors in numerous going-private transactions, employee stock ownership plan acquisition transactions, friendly and hostile takeovers, making of acquisition offers, responding to acquisition offers, restructurings and workouts, and spin-offs of company divisions.

Distressed business environments can provide tremendous opportunities for strategic transactions. We maximize successful outcomes for our clients by taking a pragmatic approach, combining practical experience and creative strategies that address the nuances of each representation. Our attorneys represent potential purchasers interested in purchasing assets from Chapter 11 and Chapter 7 debtors. We also regularly represent debtors, creditors’ committees, secured and unsecured creditors, investors and investment banking and restructuring firms around the country.

Our merger and acquisition capabilities include:

• structuring transactions
• tax structuring
• negotiating and drafting letters of intent
• preparing stock and asset purchase and merger agreements
• advising boards on fiduciary duties
• preparing regulatory filings, including banking and Hart-Scott-Rodino filings

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, maritime, employee benefit and ERISA matters, and environmental regulations.

Our M&A lawyers practice from our offices in Pennsylvania, New York, Washington, D.C., New Jersey, California, Ohio, Hong Kong and Shanghai.

Select Engagements

• Iconix Brand Group, Inc., a NASDAQ-listed global brand management company engaged in licensing, marketing and providing trend direction for a portfolio of owned consumer brands, in the acquisition of more than 20 brands with an aggregate value in excess of $1.5 billion. Examples include:
  • A $40 million joint venture agreement with Purim LLC, an entity owned by Madonna and Guy Oseary, pursuant to which Iconix purchased 50% of the membership interests in MG Icon LLC. As part of the transaction, MG Icon LLC entered into an exclusive, multi-year license agreement for the Material Girl brand with Macy's Retail Holdings, Inc. 
  • The $175 million acquisition of the Peanuts brand and related assets of United Media Licensing, a division of United Features Syndicate, Inc. through a newly formed joint venture company, Peanuts Worldwide LLC, owned 80% by Iconix and 20% by Charles M. Schulz Creative Associates, managed by the Schulz family.
  • The $55 million acquisition, through its subsidiary Hardy Way, LLC, of the worldwide rights to exploit the Ed Hardy Brand® from Nervous Tattoo, Inc. As a result of the transaction, Iconix controls all licensing and marketing functions of the Ed Hardy Brand® and increased its ownership stake in Hardy Way, LLC to 85%.
  • The $65.6 million asset purchase agreement with Sharper Image Acquisition LLC (“Seller”), pursuant to which Iconix purchased substantially all of its assets, including the “Sharper Image” trademark and other intellectual property rights related to the Sharper Image brand.
• SunGard Data Systems Inc., a global software and technology services provider, in the acquisition of more than 50 companies (public and private) with an aggregate transaction value in excess of $2.5 billion.
• J.F. Lehman, a private equity fund that focuses on acquiring middle market companies in the defense, aerospace and maritime industries, in several transaction, including:
  • The $325 million sale of one of its portfolio companies, Atlantic Marine Holding Company, a leading provider of vessel maintenance, repair, overhaul and conversion services to government and commercial customers, to BAE Systems. 
  • The $120 million acquisition of Drew Marine, a recognized global leader in providing technical solutions, high-value products and services to the global marine industry.  The acquired business operates in 47 countries and services customers in 98 ports around the world.  Our team secured permission to do business in each country and created more than a dozen new legal entities, making it one of the most complex international transactions to have been handled by any law firm in 2009.
  • The acquisition, in partnership with company management, of US Joiner LLC and Turnbull LLC (together, “US Joiner”), an independent domestic provider of turnkey marine joiner and furniture solutions for the U.S. government and commercial customers.
• General Cable Corporation in a $710 million acquisition of Phelps Dodge International Corporation.  In addition to acting as lead counsel and handling the acquisitions of four companies in the United States, we coordinated counsel in over fifteen countries, including Brazil, Chile, China, South Africa and Venezuela.  According to Latin Lawyer, this was one of Latin America’s largest transactions in 2007.
• Brightpoint, Inc., (Nasdaq: CELL), a global provider of supply chain solutions to the wireless industry, in a number of transactions, including:
  • The $835 million acquisition of Europe’s largest mobile phone distributor, Denmark-based Dangaard Telecom. 
  • The strategic investment in Intcomex, an information technology distributor focused solely on Latin America and the Caribbean.
  • The $80 million acquisition of Touchstone Wireless Repair and Logistics, LP, a leading provider of repair, remanufacture and reverse logistics services to the wireless industry.
• DecisionOne Corporation, a portfolio company of Cerberus and Highland Capital and a provider of information technology maintenance and support, in connection with its $104 million acquisition by Glodyne Technoserve Inc., the US subsidiary of Glodyne Technoserve Ltd., a technology infrastructure management services company based in Mumbai, India.
• Herley Industries, Inc. (NASDAQ: HRLY), a designer, developer and manufacturer of microwave technology solutions for the defense, aerospace and medical industries, in its $270 million acquisition by Kratos Defense & Security Solutions, Inc. (NASDAQ: KTOS), a national security solutions provider. 
• NetQos, a provider of network performance management and service delivery management solutions, in its sale to IT management software company, CA Inc. for $200 million.
• Providence Service Corporation, a NASDAQ-listed provider of home- and community-based social services, in a number of transactions, including the $220 million acquisition of Charter LCI Corporation.
• AmQuip Crane Rental LLC,one of the largest providers of industrial crane rentals, sales and related services, in its $320 million acquisition by Bard Capital Group, LLC.
• Automated Trading Desk, Inc.(ATD), a leader in electronic and proprietary trading, in its $680 million sale to Citigroup Inc.
• Ryder System, Inc.(NYSE:R), a leader in supply chain, warehousing and transportation management solutions, in the $200 million acquisition of Total Logistic Control, a wholly owned subsidiary of SuperValu (NYSE:SVU) and a leading provider of comprehensive supply chain solutions to food, beverage, and consumer packaged goods manufacturers with significant supply chains in the U.S.
• NCO Group, Inc.,a global provider of business process outsourcing services, in its $325 million acquisition of Outsourcing Solutions Inc. We also represented NCO Group, Inc. in its acquisition of Protocol Global Solutions, Inc., a leading provider of business process outsourcing solutions specializing in contact center services for the energy, healthcare, government, pharmaceutical and insurance markets.
• A.C. Moore Arts & Crafts, Inc., a specialty retailer of arts, crafts and floral merchandise, in connection with its $40.4 million acquisition by an affiliate of Sbar’s, Inc., one of the largest arts and crafts distributors in the United States.
• Innovative Energy Systems, Inc. of Oakfield, New York (“IES”) in the sale of IES’s portfolio of 11 landfill gas-to-energy projects located in New York and Vermont to a subsidiary of Energy Investors Funds. The IES portfolio consisted of developed projects with an installed capacity of 72 mega-watts of reliable renewable energy.
• Xcel Brands, Inc., a company engaged in the acquisition, design, licensing, and marketing of consumer brands, in the $31.5 million acquisition of the Isaac Mizrahi designer apparel brand. In addition, we represented the company in connection with a private placement of its equity securities and obtaining a credit facility to fund the purchase price, as well as a reverse merger with NetFabrics Holdings, Inc., a publicly traded company on the OTC Bulletin Board.
• SDI Health LLC, a healthcare market insight and analytics firm, in its acquisition by IMS Health.

Experienced Attorneys, Recognized in Their Fields

Blank Rome M&A attorneys are consistently ranked at the top in their practice areas by Chambers Global, Chambers Asia and Chambers USA. Chambers writes that Blank Rome’s M&A Practice handles “increasingly complex and high value transactions,” wins widespread praise for its excellent service and includes “strong talented lawyers who respond instantaneously.”  In addition, Chambers’ sources admire the practice because it “truly values and invests in its relationships with clients.”

Chambers also states: "Representing private and public companies in capital raising, securities and M&A, the practice is known for its representation of private equity funds. The group is best known for its expertise in mid-market transactions…however, it has proven itself on larger transactions, recently working on a multibillion-dollar matter."

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.”