Mergers and Acquisitions
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Our attorneys have extensive experience in the acquisition, disposition and consolidation of businesses, including mergers, acquisitions, consolidations, leveraged buyouts, stock and asset purchases and sales and divestitures. We represent companies in structuring, negotiating, drafting and consummating transaction involving the sale or combination of publicly and privately held companies.
International Mergers & Acquisitions
Maalouf Ashford & Talbot's International M&A lawyers are experienced in representing purchasers, sellers, financing sources, management and advisors in a wide variety of transactions involving both public and private companies, including equity and asset acquisitions of both entire companies and subsidiaries or divisions, mergers, tender offers, reverse mergers, leveraged buyouts, spin-offs, recapitalizations, roll-ups, consolidations, joint ventures and strategic investments. Our mergers and acquisitions engagements encompass virtually all sizes and degrees of complexity. Clients have included publicly traded companies, privately held and venture-backed companies, partnerships, investment funds, management groups and entrepreneurs. Our clients range in size from emerging companies to some of the largest multinational corporations in all industries.
National Security Reviews - CFIUS, DDTC, DTSA, ITAR and EAR
Maalouf Ashford has a dedicated group of attorneys and professionals who handle national security reviews of foreign direct investment -- often referred to as “Exon-Florio” reviews -- administered by the Committee on Foreign Investment in the United States (“CFIUS”). The Exon-Florio amendment to the Defense Production Act provides that all mergers, acquisitions and takeovers that could result in foreign control of U.S. corporations are subject to possible governmental investigation and Presidential action if they are deemed to present a threat to national security. Furthermore, even in instances where a foreign investor may only be purchasing a minority stake, such an investment could be deemed as a dominant minority ownership that could affect any CFIUS analysis. Careful planning of any transaction involving foreign investment in a U.S. company requires consideration of whether to seek CFIUS review.
Maalouf Ashford has significant experience representing clients in connection with obtaining necessary regulatory approvals when a transaction involves acquisition of sensitive subject matter. This representation encompasses counsel and advice on necessary governmental reviews and approvals including the Arms Export Control Act, the International Traffic in Arms Regulations (ITAR), the Export Administration Act of 1979, the Export Administration Regulations (EAR), and other matters under the jurisdiction of the U.S. State Department's Directorate of Defense Trade Controls (DDTC), the Department of Commerce's Bureau of Industry & Security (BIS), and the Department of Defense's Defense Technology Security Administration (DTSA).
Private Equity
Our private equity lawyers have extensive experience in representing private equity funds in mergers and acquisitions, including leveraged buy-out transactions and build-up transactions, as well as in minority investments. In these matters, our attorneys advise the private equity fund on all legal aspects of the transaction, including on both the equity and debt sides. We have extensive experience in preparing and negotiating documents in connection with the full range of stock and asset acquisitions, merger transactions, recapitalizations, and equity and debt investments. We have also worked closely with most of the principal mezzanine and debt financers in leveraged transactions and are familiar with the way they have structured prior transactions.
Representative Merger & Acquisition Transactions include:
▪ Represented financial services company in $300 million acquisition of mutual fund complex.
▪ Represented private telecommunications company in $2.1 billion acquisition of competitor with operations worldwide.
▪ Represented financial services company in $900 million sale of asset management business.
▪ Represented private equity sponsor in $1.2 billion leveraged buyout of pharmaceutical company.
▪ Represented investment advisor in $330 million sale to bank holding company.
▪ Represented management buyout team in $140 million spin-off of business unit of
public company.
▪ Represented partner contributing assets in $60 million joint venture in consumer industry.
▪ Represented private equity fund in $135 million purchase of directory business.
▪ Represented investors in formation of cable television and broadband holding company.
▪ Represented private equity fund in $295 million acquisition of North American publishing and information
business.
▪ Represented private equity fund in $325 million acquisition of public healthcare company through
a public tender offer/going private transaction, financed with senior debt and "Rule 144A"
high-yield bonds.
▪ Represented private equity fund in investment in and subsequent $120 million sale of
telecommunications application service provider.
▪ Represented private equity fund in $120 million leveraged recapitalization of leading data and
telecommunications service provider.
▪ Represented database business in $160 million sale to public company for stock, cash and convertible
notes.
▪ Represented technology company in $20 million acquisition and recapitalization of former "dot-com"
business from insolvent parent.
▪ Represented private equity fund in $145 million acquisition of domestic and international business
information divisions from global publishing company.
▪ Represented financial services company in $180 million acquisition of bank holding company.
▪ Represented private equity firm in $265 million acquisition of home health care provider.
________________________________________________________________________________________________________________
Our attorneys have extensive experience in the acquisition, disposition and consolidation of businesses, including mergers, acquisitions, consolidations, leveraged buyouts, stock and asset purchases and sales and divestitures. We represent companies in structuring, negotiating, drafting and consummating transaction involving the sale or combination of publicly and privately held companies.
International Mergers & Acquisitions
Maalouf Ashford & Talbot's International M&A lawyers are experienced in representing purchasers, sellers, financing sources, management and advisors in a wide variety of transactions involving both public and private companies, including equity and asset acquisitions of both entire companies and subsidiaries or divisions, mergers, tender offers, reverse mergers, leveraged buyouts, spin-offs, recapitalizations, roll-ups, consolidations, joint ventures and strategic investments. Our mergers and acquisitions engagements encompass virtually all sizes and degrees of complexity. Clients have included publicly traded companies, privately held and venture-backed companies, partnerships, investment funds, management groups and entrepreneurs. Our clients range in size from emerging companies to some of the largest multinational corporations in all industries.
National Security Reviews - CFIUS, DDTC, DTSA, ITAR and EAR
Maalouf Ashford has a dedicated group of attorneys and professionals who handle national security reviews of foreign direct investment -- often referred to as “Exon-Florio” reviews -- administered by the Committee on Foreign Investment in the United States (“CFIUS”). The Exon-Florio amendment to the Defense Production Act provides that all mergers, acquisitions and takeovers that could result in foreign control of U.S. corporations are subject to possible governmental investigation and Presidential action if they are deemed to present a threat to national security. Furthermore, even in instances where a foreign investor may only be purchasing a minority stake, such an investment could be deemed as a dominant minority ownership that could affect any CFIUS analysis. Careful planning of any transaction involving foreign investment in a U.S. company requires consideration of whether to seek CFIUS review.
Maalouf Ashford has significant experience representing clients in connection with obtaining necessary regulatory approvals when a transaction involves acquisition of sensitive subject matter. This representation encompasses counsel and advice on necessary governmental reviews and approvals including the Arms Export Control Act, the International Traffic in Arms Regulations (ITAR), the Export Administration Act of 1979, the Export Administration Regulations (EAR), and other matters under the jurisdiction of the U.S. State Department's Directorate of Defense Trade Controls (DDTC), the Department of Commerce's Bureau of Industry & Security (BIS), and the Department of Defense's Defense Technology Security Administration (DTSA).
Private Equity
Our private equity lawyers have extensive experience in representing private equity funds in mergers and acquisitions, including leveraged buy-out transactions and build-up transactions, as well as in minority investments. In these matters, our attorneys advise the private equity fund on all legal aspects of the transaction, including on both the equity and debt sides. We have extensive experience in preparing and negotiating documents in connection with the full range of stock and asset acquisitions, merger transactions, recapitalizations, and equity and debt investments. We have also worked closely with most of the principal mezzanine and debt financers in leveraged transactions and are familiar with the way they have structured prior transactions.
Representative Merger & Acquisition Transactions include:
▪ Represented financial services company in $300 million acquisition of mutual fund complex.
▪ Represented private telecommunications company in $2.1 billion acquisition of competitor with operations worldwide.
▪ Represented financial services company in $900 million sale of asset management business.
▪ Represented private equity sponsor in $1.2 billion leveraged buyout of pharmaceutical company.
▪ Represented investment advisor in $330 million sale to bank holding company.
▪ Represented management buyout team in $140 million spin-off of business unit of
public company.
▪ Represented partner contributing assets in $60 million joint venture in consumer industry.
▪ Represented private equity fund in $135 million purchase of directory business.
▪ Represented investors in formation of cable television and broadband holding company.
▪ Represented private equity fund in $295 million acquisition of North American publishing and information
business.
▪ Represented private equity fund in $325 million acquisition of public healthcare company through
a public tender offer/going private transaction, financed with senior debt and "Rule 144A"
high-yield bonds.
▪ Represented private equity fund in investment in and subsequent $120 million sale of
telecommunications application service provider.
▪ Represented private equity fund in $120 million leveraged recapitalization of leading data and
telecommunications service provider.
▪ Represented database business in $160 million sale to public company for stock, cash and convertible
notes.
▪ Represented technology company in $20 million acquisition and recapitalization of former "dot-com"
business from insolvent parent.
▪ Represented private equity fund in $145 million acquisition of domestic and international business
information divisions from global publishing company.
▪ Represented financial services company in $180 million acquisition of bank holding company.
▪ Represented private equity firm in $265 million acquisition of home health care provider.