Mergers & Acquisitions
Getting the deal done
JMBM represents buyers and sellers in a wide variety of mergers, acquisitions and divestitures. Our lawyers provide start-to-finish assistance with the structuring, negotiation, documentation and closing of the deal, using the firm’s full resources for everything from due diligence to tax-efficient deal structures. We provide multi-disciplinary advice to handle all aspects of a transaction—from financing, antitrust and other regulatory approvals to structuring of employee benefits in the acquired entity.
Clients get all the help they need to negotiate and prepare letters of intent, conduct due diligence investigations, structure financing arrangements and form special-purpose entities for completing the transaction. Whether the buyer is a strategic acquirer or a financial sponsor, and whether the seller is a first-transaction entrepreneur or a deal-sophisticated serial business owner, we bring the necessary expertise to the table and get the deal done.
More than just lawyers, we are business advisors. Every client works directly with an experienced partner who remains hands-on from start to finish. Our teams include the right number of lawyers with the experience to cost-effectively close the deal. We have special expertise serving emerging growth and established companies in the middle market. Unlike mega-law firms that focus on billion-dollar deals and staff them with dozens of lawyers, we understand our clients’ need for cost-effectiveness and flexibility. Often we handle a transaction with one senior and one junior lawyer as point people for our clients. While the specialized expertise of other lawyers in our firm is sometimes needed, our goal is to allow our clients to have the benefit of this expertise without having to deal directly with a multitude of advisors. As a result we are often able to complete all aspects of the deal at a total cost that is significantly less than that of a mega-law firm.
We are, above all, results-oriented. Our lawyers combine a commitment to exceptional service with good judgment, common sense and a practical approach to what each client needs. We bring value to each transaction. Starting with due diligence, we identify potential problems and develop innovative solutions to tackle the toughest issues up front. We don’t waste time on obscure technical points or outrageous bargaining positions. Rather, we act quickly and effectively, and often negotiate entire transactions rather than just advising on legal points.
Deal and Client Focus
JMBM partners have helped clients purchase and sell hundreds of companies. Although we represent multi-billion-dollar public conglomerates and other large business enterprises with global interests, our emphasis in M&A deals is on the middle market: public and private companies at all stages of growth, doing transactions valued at $10 million to $500 million. Often this means that we negotiate multi-state, multiple bidder and cross-border transactions.
Our lawyers are experienced in closing deals in a variety of situations, including restructuring workouts (both in and out of) bankruptcy and virtually any transaction structure that our clients wish to pursue:
- Asset sales and purchases
- Stock sales and purchases
- Mergers, including tax-free reorganizations
- Joint ventures and strategic alliances
- Leveraged buyouts
- Tender offers
The deals that we have brought to completion illustrate how well our approach works:
- A $400 million tender offer for a public broadcasting company
- An NYSE-listed computer equipment company’s $600 million merger with a storage network products company
- A cosmetics/hair products company’s $250 million sale to a German consumer brands conglomerate
- A credit card processing company’s $125 million sale to a public software company
- A premium home products retailer’s $410 million sale to a public company
- Food products and manufacturing companies in $30 million and $40 million sales to private equity firms
Strength at Finance and Investment
The financing of merger and acquisition transactions can take a variety of forms, and purchasers rely on us to help secure and document the financing that’s right for their deal. Our ties to hundreds of financial and investment firms means we often work with investment banks, private equity firms, investor groups and commercial banks in our M&A deals.
As an acquirer, access to the necessary capital is one of your primary transactional concerns. If you are involved in a leveraged acquisition, we can negotiate the terms and assist in the documentation of a variety of debt financing arrangements, involving conventional bank debt, mezzanine financing and seller-provided financing.
Other acquiring companies may ask us to provide counsel on a public equity or private convertible debt issue. Convertible equity positions are particularly attractive to mezzanine lenders, and we have unsurpassed experience at documenting “equity kicker” arrangements—in which the mezzanine lender gets an additional equity position in the borrower in return for their participation in the acquisition loan.
Small and Emerging Companies
Our lawyers often serve as corporate counsel to small and emerging companies, helping them handle all the details of a successful growth strategy, often through business combinations with established companies. We also help emerging companies with acquisitions and mergers, tender offers and leveraged buy-outs, as well as with the complex securities, corporate finance and tax issues that these transactions involve.
- JMBM Announces 2012 M&A Financing Transactions 2012 M&A and Financing Transactions On behalf of operating companies, acquirors and investors, the corporate transactional lawyers at Jeffer Mangels Butler & Mitchell LLP (JMBM) successfully handle numerous acquisitions, sales, growth equity financings and a variety of other deals. Below are some of the ways that we have helped our clients close deals in 2012. Please contact [...]
- For Penske Media Corporation (PMC): JMBM Represents PMC in Acquisition of Variety and Related Assets from Reed Elsevier For Penske Media Corporation (PMC): JMBM Represents PMC in Acquisition of Variety and Related Assets from Reed Elsevier Jeffer Mangels Butler & Mitchell LLP (JMBM) is pleased to have represented long-time client Penske Media Corporation (PMC) in the successful acquisition of the legendary entertainment industry trade publication Variety, from Reed Elsevier. JMBM also assisted PMC with [...]
- JMBM Announces 2011 M&A and Financing Transactions 2011 M&A and Financing Transactions As the economy and deal-making environment continue to improve, the experienced transactional attorneys at Jeffer Mangels Butler & Mitchell LLP (JMBM) have continued to successfully close acquisitions, divestitures, growth equity financings and other transactions for a variety of operating companies, acquirers and investors Below are some of the ways that [...]
- For DTT Surveillance: JMBM Serves as Counsel for DTT Surveillance in Leveraged Recapitalization Transaction For DTT Surveillance: JMBM Represents DTT Surveillance in Recapitalization Sponsored by BV Investment Partners Jeffer Mangels Butler & Mitchell LLP (JMBM) is pleased to announce the successful completion of the leveraged recapitalization of its client, DTT Surveillance (DTT), in a sale of control transaction that was sponsored by BV Investment Partners. JMBM partner Michael Steuch [...]
- For NAXOS Capital Partners: JMBM Represents NAXOS in $58.7 Million Private Placement For NAXOS Capital Partners: JMBM Represents NAXOS in $58.7 Million Private Placement Jeffer Mangels Butler & Mitchell LLP (JMBM) is pleased to announce that its client, NAXOS Capital Partners, was the lead investor in a $58.7 million private placement by Amyris, Inc. (NASDAQ: AMRS), a leading renewable chemicals and fuels company. Co-investors include prominent private [...]
- For WASH Multifamily Laundry Systems, LLC: JMBM Represents Client in Acquisition of Automatic Apartment Laundries, Inc. JMBM Client WASH Multifamily Laundry Systems, LLC Expands Into Five Midwestern States California law firm Jeffer Mangels Butler and Mitchell LLP represented long-time client WASH Multifamily Laundry Systems, LLC in the acquisition of Automatic Apartment Laundries, Inc., one of the largest laundry route companies in the Midwest. JMBM’s team included Rob Steinberg, Neill Brower, and [...]
- For Night Optics USA: JMBM serves as transaction counsel in sale to Bushnell, Inc. Jeffer Mangels Butler & Mitchell LLP (JMBM) served as transaction counsel for Night Optics USA, Inc. and its shareholders in the sale of their company to Bushnell, Inc. Bushnell, with international sales of sports optics, premium eyewear and outdoor accessories, is owned by MidOcean Partners, a nationally recognized middle-market private equity fund. The transaction closed [...]
- For NAXOS Capital Partners: JMBM Negotiates Growth Equity Financing of BioAmber Inc. For NAXOS Capital Partners: JMBM Negotiates Growth Equity Financing of BioAmber Inc. Jeffer Mangels Butler & Mitchell LLP (JMBM) represented lead investor NAXOS Capital Partners in the $45 million growth equity financing of BioAmber Inc. Attorneys on the JMBM team included David B. Stern, Robert Steinberg and Rod Berman. JMBM also recently represented NAXOS as [...]
- JMBM Announces 2010 M&A and Financing Transactions 2010 M&A and Financing Transactions As the economy improves and the deal-making environment rebounds, the experienced attorneys at Jeffer Mangels Butler & Mitchell LLP have continued to successfully close significant M&A and Financing transactions for a variety of operating companies, acquirors and investors. Below are some of the ways that we helped our clients close [...]
- For NAXOS Capital Partners: Series C Financing of Renewable Sciences Company For NAXOS Capital Partners: Series C Financing of Renewable Sciences Company Jeffer Mangels Butler & Mitchell LLP (JMBM) represented the lead investor, NAXOS Capital Partners, in the recent $100 million Series C financing of Elevance Renewable Sciences Inc. NAXOS Capital Partners is a Luxembourg-based private equity group focused on acquiring and developing businesses with unique [...]
- JMBM Announces 2009 M&A and Financing Transactions Even during challenging economic times, the experienced attorneys at Jeffer Mangels Butler & Mitchell LLP have been successfully closing significant M&A and Financing transactions for a variety of operating companies and capital providers. Below are some of the ways we helped our clients successfully complete transactions in 2009 — please contact us if we can [...]
- JMBM served as lead transaction counsel for SC Hockey Franchise Corp., in its acquisition of the Stockton Thunder Jeffer Mangels Butler & Mitchell LLP (JMBM), one of California’s foremost full-service law firms, served as lead transaction counsel for SC Hockey Franchise Corp., in its acquisition of the Stockton Thunder, an ECHL team that is one of the most financially successful in minor league hockey. The transaction closed on February 22, 2010. The JMBM [...]
- For Key Brand Entertainment: JMBM Client Will Acquire Ticketing Division of Hollywood Media Corp. LOS ANGELES – January 11, 2010 – Key Brand Entertainment Inc. (KBE) has announced that it has entered into a definitive agreement to acquire the Broadway ticketing division of Hollywood Media Corp. (Nasdaq: HOLL), which includes Broadway.com. KBE’s Executive Vice President and General Counsel, David Stern, said the transaction will be completed early this year. [...]
- For Arnold Engineering: JMBM Assists in Recapitalization by Private Equity Firm For Arnold Engineering: JMBM Assists in Recapitalization by Private Equity Firm Jeffer Mangels Butler & Marmaro LLP (JMBM), one of California’s foremost full-service law firms, served as primary outside counsel to Arnold Engineering with respect to its recapitalization by the private equity firm, Hammond, Kennedy, Whitney & Company, Inc. The transaction closed on November 10, [...]
- For Accelerated Revenue Management Inc: JMBM Negotiates Sale of Stock to Strategic Purchaser Jeffer Mangels Butler & Mitchell LLP (JMBM), one of California’s foremost full-service law firms, served as lead transaction counsel for Accelerated Revenue Management Inc., in a sale of its stock to a strategic purchaser backed by a private equity group. The transaction closed on August 2, 2010. The JMBM team included Joel Berman, Rob Steinberg, Berney [...]