Helping Clients Pursue M&A Transactions
The Firm’s lawyers have extensive expertise all aspects of the M&A lifecycle, and regularly represent purchasers and sellers in both domestic and cross-border mergers, acquisitions, dispositions and joint ventures in both the public and private arenas. Our attorneys efficiently coordinate with domestic and foreign regulatory authorities, as well as financing sources required to fund a given transaction. Whether structured as a merger, assets sale, joint venture, tender offer, share exchange or other combination, the Firm’s attorneys are familiar with all forms of M&A transaction documents, and regularly draft and negotiate stock and asset purchase and sale agreements, merger agreements, joint-venture agreements, operating agreements and related documentation. Finally, the Firm’s attorneys have significant experience representing the Boards of Directors (including Special Committees) of parties to M&A transactions, and regularly assist clients with post-closing integration and related matters.
Alternative Public Offerings
The Firm regularly represents clients in alternative public offerings. We specialize in public transactions utilizing a merger structure whereby a private company becomes a public company by merging with a public shell company and PIPE offerings. This provides companies with an alternative method of going public without an underwriter and the uncertainty that comes with a traditional initial public offering. Our attorneys provide both domestic and foreign companies with timely advice and insight into completing a "going public transaction."
Divestitures & Recapitalizations
Lucosky Brookman provides clients who are contemplating divestitures with advice regarding data rooms, relevant rules and procedures, information books, and documenting requests for bids. The Firm maintains standardized checklists and language for confidentiality agreements in their varied formats. For individuals, such as founders selling their interests in companies they created, Lucosky Brookman drafts agreements to regulate their rights in the acquiring corporation that they may receive, including voting arrangements, rights of first refusal, tag-along and drag-along provisions.
The Firm is often called upon by both private and public companies to help recapitalize a company's capital structure, most often by cleaning up the balance sheet to help them refocus shareholder value. A recapitalization can take many forms but generally includes assisting a client with forward and reverse stock splits, structuring and issuing preferred stock and taking debt off the balance sheet by, for example, converting the debt into equity in appropriate circumstances, or a combination of all of the above.
Our attorneys have advised both foreign-based companies that are acquiring or disposing of businesses or assets in the U.S. and U.S.-based companies that are acquiring or disposing of foreign business or assets. Lucosky Brookman has represented both U.S.-based and non-U.S.-based clients in cross border strategic alliances.
Counsel to Boards of Directors
Our attorneys routinely counsel boards of directors and special committees (e.g. audit committees, compensation committees and nominating committees) with respect to the proper implementation of, and compliance with, their fiduciary duties and listing requirements. If requested, our lawyers attend meetings of the board of directors, advise on specific transactions and provide counsel with respect to proxy contests, shareholder actions, changes of control and investor relations. Our primary goal in these matters is to provide effective and efficient counsel to our clients to ensure that they remain in compliance with all applicable laws as they navigate through both their daily corporate governance as well as through capital-raising and non-routine transactions.
Representative clients and transactions that the Firm's attorneys have counseled include:
- Representation of a California-based chain of retail hydroponic stores in connection with a $50,000,000 merger with a Colorado-based chain of retail hydroponic stores.
- Representation of a publicly-traded Georgia-based company in the solid waste business in connection with the acquisition of certain assets, including a landfill, for approximately $10,000,000.
- Representation of a publicly-traded New Jersey-based service provider and reseller of software solutions in connection with a $1,500,000 underwritten offering of its common stock and warrants on a Form S-1 Registration Statement.
- Representation of a U.S. subsidiary of a publicly-traded Indian manufacturing company in connection with a $73 Million purchase of an 80% interest in a U.S. manufacturing company and a $36.5 Million stock purchase of a manufacturing company.
- Representation of a publicly-traded cruise line in its $100 Million asset purchase of a cruise ship division from a NYSE listed company.
- Representation of a publicly-traded media company in connection with two asset and stock acquisitions in excess of $36 Million.
- Representation of a Special Committee of the Board of Directors in connection with the sale of substantially all of the assets of a publicly-traded international manufacturer of telecommunications equipment for an aggregate purchase price of approximately $18,000,000.
- Representation of Triarc Companies, Inc. in its sale of Snapple Beverages to Cadbury- Schweppes for approximately $2.2 billion in cash.
- Representation of SSA Global, a Chicago-based enterprise software developer, in connection with its leveraged buy-out by private equity firm, Golden Gate Capital, for approximately $1.6 billion in cash.
- Representation of One Communication Corp. (One Comm.), the largest privately-held CLEC (competitive regional/local telecommunications carrier) in the U.S., in connection with numerous strategic acquisitions, dispositions and other corporate transactions.
- Representation of Tata Consultancy Services Ltd. (TCS), a subsidiary of Mumbai-based Tata Group, in connection with various corporate transactions, including (i) a joint venture with a Singapore-based affiliate of Microsoft relating to the outsourcing of technology jobs to India; and (ii) the acquisition by Tata Group of Eight O’Clock Coffee for approximately $260 million in cash.
- Representation of Taiyo Nippon Sanso, the Tokyo-based parent of Matheson Tri-Gas and a leading producer of industrial gases, in connection with its proposed joint venture with a rival industrial gas manufacturer to acquire Airgas, Inc. for approximately $4 billion in cash via a hostile tender offer.
- Representation of Merck KGaA (Merck Germany) in its proposed acquisition of Mallinckrodt Baker Inc., the specialty chemical division of Tyco International, for approximately $2 billion in cash, through a complex tax-free “spin-off” of the Mallinckrodt Baker business, followed by the purchase by Merck of all of the newly issued equity in Mallinckrodt Baker.
- Representation of Fine Point Technologies, a New York-based software company, in connection with (i) its acquisition of Pervenio Ltd., a Dublin-based software developer; (ii) the negotiation and formation of a joint venture with a leading manufacturer of digital cable- box systems, and (iii) the sale of Pervenio by Fine Point to Telcordia Technologies, Inc.
- Representation of National Steel Car Industries, Inc., a global leader in the production of steel rail cars, in connection with its proposed acquisition of Trinity Industries, a company controlled by Carl Icahn.
- Representation of prominent private equity fund in connection with its proposed acquisition of Destination Maternity, Inc., a publicly-traded holding company that owns and operates multiple retail brands and outlets, including “A Pea in the Pod ,” “Motherhood,” “Destination Maternity” and “Edamame,” for approximately $700 million in cash and secured notes.
- Representation of Hudson Valley Capital Partners, Inc. in its leveraged buy-out of Advanced Duplication Services, Inc., a leading manufacturer and distributor of compact disc, diskette duplication and fulfillment services.
- Representation of Columbia Ventures Corporation (CVC), a Portland, Oregon based private equity fund, in connection with various corporate transactions, including (i) two (2) secured loan facilities in excess of $100 million with a syndicate of Icelandic banks; and (ii) the financing and completion of a third transAtlantic fiber optic cable between Boston and Dublin for a portfolio company named Hibernia.
- Representation of Polo Ralph Lauren in connection with various corporate matters, including amendments to, and re-negotiation of, existing licensing agreements with third parties and related IP-issues in jurisdictions around the world.
- Representation of Atlas Air Holding Corporation, a global provider of air cargo services, in connection with its successful reorganization under the bankruptcy code, its distribution of new shares of common stock to former creditors, and its successful listing on the NASDAQ.
- Representation of a Florida based private equity fund in connection with a $10,000,000 Senior Secured Debenture Facility by and between the private equity fund and a publicly-traded Greece-based international, vertically integrated shipping, logistics and commodity company, collateralized by a first priority mortgage on a Liberian flagged vessel.
- Representation of a Nevada-based private equity fund in connection with a $10,000,000 Senior Secured Debenture Facility by and between the private equity fund and a New Jersey-based company specializing in safe, full turnkey infrastructure site development for telecommunications companies, tower companies, the oil and gas industry, government entities, universities, health care and other forward-leaning organizations.
- Representation of a London-based private equity fund in connection with a $5,000,000 Senior Secured Debenture Facility by and between the private equity fund and a Nevada-based private company, collateralized by, among other things, a first priority security interest in all assets of the seller and its subsidiary, a Georgia-based company that offers services that unite business with technology through IT solutions that include cloud computing, data management, support services, and professional services.