Mergers & Acquisitions Law
Merger and acquisition transactions are among the most complex and heated of business arrangements. We have extensive experience in negotiating and completing these transactions, including negotiated and contested mergers, stock and asset purchases, tender and exchange offers, spin-offs, restructurings and acquisitions out of bankruptcy, leveraged buyouts, private equity investments and joint ventures.
Working together with colleagues in our Tax, Real Estate, Employment, Employee Benefits, Intellectual Property and Business Reorganization groups, we are able to structure, negotiate and complete these complex transactions in the most advantageous manner possible for our clients. In connection with M&A opportunities, we also provide advice to boards of directors, board committees (including special committees), senior management and shareholders on a wide range of related corporate governance matters, including anti-takeover defenses and proxy contests.
We Understand the Importance of Due Diligence in Mergers & Acquisitions Law
The complex nature of mergers and acquisitions law requires proper due diligence to be certain critical details are not overlooked. When representing the acquirer, we work closely with our clients to establish the right team of experts to review the target company’s existing contractual obligations and other essential agreements, so that our client is fully aware of the material risks involved. We assist clients in their review of outstanding liabilities carried by the target company. Our goal is to help provide an accurate assessment of the target’s key assets.
We’re a Leading Midsize Mergers and Acquisitions Law Firm
Olshan was ranked as one of the top 20 midsize “Hot List” firms in the United States by the National Law Journal, which indicates that “the 20 firms listed here are good at what they do, but they’re also good at how they do it.”
Because we are a mergers and acquisitions law firm that takes a collaborative approach to serving our clients, you will benefit from keen insight provided by experienced M&A lawyers. We’ve successfully represented companies in M&A transactions involving a range from low millions to hundreds of millions of dollars.
Represented UrsaMine Credit Advisors LLC in a spin-off by J.P. Morgan Asset Management to UrsaMine of $1.7 billion of loan assets previously managed by Bear Stearns Asset Management (BSAM), including four CLO funds and a commingled unlevered fund.
Represented Quinpario Acquisition Corp. (Nasdaq:QPAC) (Nasdaq:QPACU) (Nasdaq:QPACW) in its definitive agreement to acquire Jason Incorporated from Saw Mill Capital LLC, Falcon Investment Advisors, LLC and other investors. The purchase price of $538.65 million will be funded by the cash proceeds from QPAC's initial public offering, new debt and rollover equity invested by the current owners and management of Jason.
Represented GlobalOptions Group, Inc. in its merger with Walker Digital, LLC, which will do business as PatentProperties, Inc. In connection with the merger, the company also completed an $11.6 million PIPE offering of common stock and warrants.
Represented Alleghany Capital Corporation, a wholly-owned subsidiary of Alleghany Corporation, in its investment in R.C. Tway Company, LLC, also known as Kentucky Trailer, a manufacturer of custom moving vans and expandable trailers and a fourth generation family-owned company headquartered in Louisville, Kentucky. The team representing the deal was led by Kenneth Silverman of the Corporate group and included Olshan attorneys from the Real Estate, Tax, Employment Practices, Employee Benefits and Intellectual Property groups.
Represented GenCorp Inc., a leading technology-based designer, developer and manufacturer of aerospace and defense products, in the successful completion of the $550 million acquisition of the Pratt & Whitney Rocketdyne business from United Technologies in part with the proceeds from a $460 million bond offering. The acquisition will nearly double the size of GenCorp and help ensure that it continues to be a leader in the next space age.
Represented CERTPOINT Systems Inc., a provider of SaaS-based learning management software (LMS) and learning content management software (LCMS), in a merger with Infor Inc., a leading global provider of business application software serving more than 70,000 customers.
Represented Ramius V&O Acquisition LLC, a wholly-owned subsidiary of Ramius Value and Opportunity Advisors LLC, in connection with its acquisition, together with Royal Pharma, of Cypress Bioscience, Inc. (NASDAQ:CYPB), a pharmaceutical company engaged in the development of innovative drugs to treat central nervous system (CNS) disorders.
Represented Randa Accessories Leather Goods LLC, a privately held men's accessories company, in the $57.3 million acquisition of Swank, Inc. (PINK:SNKI), a leading designer and marketer of men's and women's belts and men's leather accessories, jewelry and suspenders. In connection with the acquisition, we represented Randa in obtaining financing from JPMorgan Chase.
Represented Landry's, Inc. in its acquisition in December 2011 through a two-step merger (tender offer with back-end merger) with McCormick & Schmick’s Seafood Restaurants, Inc. (NASDAQ:MSSR) for a total equity value of approximately $131.6 million. The acquisition was the culmination of a process that began with a proxy contest followed by a seven-month auction process. The transaction was financed through a combination of cash and debt.
Represented Ness Technologies, Inc. (NASDAQ: NSTC and TASE: NSTC), a global provider of IT services and solutions, in connection with its acquisition by an affiliate of Citi Venture Capital International, a global private equity investment fund, in a transaction valued at approximately $307 million. Ness’s stockholders received $7.75 per share in cash for each share of common stock they held, representing a premium of 17.6% over the closing price of the company’s shares on the last trading day prior to the announcement of the merger agreement, or 22.2% over the average closing price of the company’s shares over the 30 trading days prior to the announcement. The merger provided for Ness’s senior management team to continue in their roles.
Represented Lone Star Steakhouse & Saloon, Inc., a Nasdaq-listed operator of casual and upscale restaurants, in the negotiation of a complex merger with a large private equity firm. In the face of opposition by a significant activist stockholder, we assisted our client in waging a campaign that ultimately secured stockholder approval of the transaction.
Represented CosmoCom, Inc., a developer of call center management software, in connection with its acquisition by Enghouse Systems Limited (TSX:ESL), a Canadian public company, and its subsidiary, Syntellect Inc., for a purchase price of approximately $20 million.
Represented Alleghany Corporation (NYSE: Y), and it subsidiary Alleghany Capital Corporation, in connection with its acquisition of a majority interest in Bourn & Koch, Inc., a privately-held manufacturer and remanufacturer/retrofitter of precision machine tools and supplier of replacement parts.
Represented Firebirds International, LLC, a North Carolina-based upscale casual dining chain which currently owns and operates 18 Firebirds Wood Fire Grill locations nationwide, in its acquisition by Angelo, Gordon & Co.’s Private Equity Group. The transaction provided for Firebirds’ founders to remain as directors and shareholders of the company and for Firebirds’ senior management team to continue in their roles.
- Steel Partners Holdings L.P. Signs Merger Agreement to Acquire Remaining Shares of Handy & Harman Ltd.June 30, 2017
- March 30, 2017
- Olshan Represents Caymus Equity Partners in Acquisition and Financing of Controlling Interest in Excel Orthopedic RehabDecember 7, 2016
- December 5, 2016
- October 7, 2016
- August 3, 2016
- Olshan Represents Elliott Management in Agreement to Support $3.4 Billion Acquisition of American Capital, Ltd. by Ares Capital CorporationMay 23, 2016
- April 8, 2016
- February 19, 2016
- January 6, 2016
- November 30, 2015
- September 30, 2015
- August 3, 2015
- June 3, 2015
- January 30, 2015
- January 8, 2015
- November 17, 2014
- July 14, 2014
- July 2, 2014
- July 1, 2014
- June 5, 2014
- May 21, 2014
- March 17, 2014
- February 28, 2014
- February 10, 2014
- February 5, 2014
- February 3, 2014
- January 10, 2014
- Olshan Represents Food Technology Service, Inc. in $7.23 per Share Sale to Sterigenics InternationalDecember 6, 2013
- November 26, 2013
- September 19, 2013
- September 19, 2013
- September 4, 2013
- July 15, 2013
- June 14, 2013
- April 29, 2013
- March 14, 2013
- Olshan Represents GenCorp in Successful Financing for Acquisition of Rocketdyne from United TechnologiesJanuary 28, 2013
- November 14, 2012
- October 31, 2012
- Olshan Represents GenCorp in Obtaining Committed Financing for Acquisition of Rocketdyne Business from United TechnologiesJuly 23, 2012
- Olshan Handles Liquidation of BNS Holding Following Transfer of Sun Well Services to Steel Excel to Qualify as a Tax-Free Type D ReorganizationJuly 17, 2012
- May 2, 2012
- July 31, 2009
- May 29, 2008
- January 30, 2008