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 2014 M&A and Financing Transactions 2014 M&A and Financing Transactions On behalf of business owners, buyers and investors, the transactional lawyers at Jeffer Mangels Butler & Mitchell LLP (JMBM) regularly handle acquisitions, sales, growth equity financings and other financing transactions. Below are some of the ways we have helped our clients close deals in 2014. Please contact us if we […]
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- Investment in Commercial Solar Panel Manufacturer Jeffer Mangels Butler & Mitchell LLP (JMBM), one of California's prominent full-service law firms, announced that its Corporate, Tax and Intellectual Property lawyers assisted its client in an investment in a privately held commercial solar panel manufacturer. The JMBM legal team was led by Joel J. Berman. About JMBM's Corporate Group JMBM's Corporate lawyers represent […]
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- For Kitson Stores: JMBM represents Kitson in $15 million financing Jeffer Mangels Butler & Mitchell LLP represented Kitson Stores in its recent $15 million secured credit facility provided by Salus Partners LLC. The financing will be used to provide working capital for general corporate purposes and to refinance existing debt. Attorneys on the JMBM team included Joel Berman and Jeff Sultan. About JMBM's Corporate Group […]
- JMBM Announces 2012 M&A and 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 […]
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- 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 and Neill Brower. This is […]