Mergers & Acquisitions
Morrison Cohen represents public and private strategic buyers and sellers, top-tier leveraged buy-out and private equity firms, investment and merchant banks, financial sponsors, other institutional purchasers and sellers, and senior and mezzanine lenders in all types of domestic and cross-border mergers, acquisitions, corporate reorganizations, joint ventures, and other business combinations.
At Morrison Cohen, we bring together lawyers from our Corporate, Tax, Bankruptcy & Reorganization, Commercial Lending & Finance, Business Litigation, Compensation, Benefits & Employment, Real Estate, and Intellectual Property practice groups to provide an interdisciplinary approach to the structuring, negotiating, and consummating of complex business combinations. This depth of talent across multiple disciplines gives us the resources to solve the many complex issues that arise in M&A transactions, keeping the strategic long-term goals of the client at the forefront throughout. In addition, because we are involved in all aspects of M&A transactions, representing all types of buyers and sellers, as well as special committees, investment banks, and the lenders that finance acquisitions, we have a 360-degree perspective on M&A deals that gives us both a practical approach to structuring and the insights necessary to develop and implement creative solutions to new issues as they arise. Our M&A practice and lawyers are recognized by Chambers USA - America's Leading Lawyers for Business.
We understand that, in today’s world, acquisitions and dispositions must be effected in a timely and cost-effective manner and always with the client's ultimate business goals in mind. At Morrison Cohen, we pride ourselves on our level of client responsiveness and on our ability to provide sound, commercially minded advice at each phase of a transaction.
Our work for strategic buyers and sellers ranges from small acquisitions of companies, divisions, or assets to representing publicly held and multinational companies in complex cross-border acquisitions. We have an especially strong suit in representing private equity firms and other financial purchasers as a result of our active Private Investment Funds practice, which gives us insights into the many structural and exit issues that private fund investors must consider.
Examples of the types of transactions we have been engaged to assist in are:
- Leveraged Buyouts
- Tax Free Reorganizations
- Asset and Stock Purchase Transactions
- Co-Investments by Fund Investors
- Senior and Mezzanine Acquisition Financing
- Technology Transfers
- Going-Private Transactions
- Change of Control Recapitalizations
- Auction and Modified Auction Transactions
At Morrison Cohen, we recognize the importance of understanding the business and long term strategic goals of our clients. Our experience in M&A encompasses all major industries, including:
- Financial Services
- Enterprise Software
- Food and Beverage
- Consumer Products
- Internet Technologies
- Insurance and Insurance Brokerage
- Medical Devices
- Environmental Services
Our M&A practice often involves cross-border transactions, and we have deep experience in structuring and implementing cross-border deals. Our Tax group is highly skilled in international tax planning and the structuring of multinational acquisitions. We have a “best of breed” approach to tapping our network of excellent foreign law firms when there is a need for local overseas counsel. Recent engagements have involved targets or clients in such foreign jurisdictions as:
Related Practice Areas:
- Private Investment funds
- Emerging Companies
- Venture Capital & Private Equity Investments
- Commercial Lending & Finance
- Securities & Capital Markets
- Real Estate
- Intellectual Property
- Compensation, Benefits & Employment
- Bankruptcy & Restructuring
- Business Litigation
Represented North Castle Partners, a private equity fund sponsor, in numerous acquisitions and dispositions in the health and beauty products field, including the acquisition and subsequent sale of Atkins Nutritional, a leading weight-management company, and, among others, the acquisitions of Ibex Outdoor Clothing Holdings, Flatout, Inc., Pattco Inc., World Health Club, Palledio Beauty Group, Curves International, and Ignite USA and the disposition of gloProfessional
- Represented Littlejohn & Co., a private equity fund sponsor, in numerous acquisitions and dispositions by its funds and portfolio companies, including the sale of LJVH Holdings Inc. to Green Mountain Coffee Roasters (NASDAQ: GMCR), the sale of ULT Holdings, Inc. to Matsushita Electirc Works, Ltd., the sale of Wyle Holdings, Inc. to Court Square Capital Partners, the acquisition of Direct ChassisLink from Maersk, and the sale of Synchronous Aerospace Group to Precision Castparts Corp. (NYSE: PCP)
- Represented Marathon Data Systems, a field-force automation software and online marketing services company, in its sale to an affiliate of private equity firm Chicago Growth Partners
- Represented Concentric Equity Partners, a private equity firm, in its investment in Freedom Solutions Group LLC (d/b/a Microsystems), a proprietary document management software and services company for the legal and life sciences markets
- Represented Cadent Holdings, Inc., a digital imaging technologies company, in its sale to publicly-held Align Technologies, Inc. (NASDAQ: ALGN)
- Represented Pfleiderer AG, a publicly held German manufacturer of engineered wood products, in the sale of its particleboard, melamine, and HDF/MDF manufacturing facilities in Moncure, NC, to Arauco Panels, Inc.
- Represented Littlejohn & Co. in its acquisition of Direct ChassisLink, Inc. from the A.P. Moller-Maersk Group
- Represented Pfleiderer AG in the sale of Pergo, LLC, a leading manufacturer of laminate flooring, to Mohawk Industries, Inc.
- Represented Pfleiderer Canada, Inc. in the sale of its subsidiary, Uniboard Canada Inc., a manufacturer of melamine, HDF, MDF, and particleboard products, to Kaycan Ltd.
Represented funds affiliated with Goldman, Sachs & Co. in various co-investment transactions
- Represented AGC Networks Inc., part of the India-based Essar Group, in its acquisition of substantially all the assets of Transcent United Technologies
- Represented Prism Business Media, a business to business media company, in its acquisition of publicly held Penton Media, Inc.
- Represented Focus Vision Holdings in its sale to Thompson Street Capital Partners
- Represented Test Equity in its sale to First Atlantic Capital
Represented funds affiliated with JP Morgan Asset Management in numerous co-investments and control investments
Represented Great Point Partners, a private equity fund sponsor, in its acquisition of a controlling interest in Mediatech, Inc., a manufacturer and supplier of cell culture and molecular biology reagents, and the subsequent sale of Mediatech to Corning
- Represented Thompson Publishing Group in connection with strategic acquisitions
Represented CRIF S.p.A., an Italian financial software and services company, in strategic acquisitions of Cypress Software Systems, LP, Equifax Enabling Technologies LLC, Southwest FLS Services, Inc., and Aimbridge Indirect Lending LLC
Represented Marathon Data Systems, Inc., a field-force automation software and online marketing services company, in its strategic acquisitions of QXpress, ServiceCEO, and Viamente S.p.l.
Represented Water Asset Management, a hedge fund, in its co-investment with a JP Morgan infrastructure fund in the going-private acquisition of Southwest Water Company (NASDAQ: SWWC)
Represented J.H. Whitney & Co., a private equity fund sponsor, and many of its and portfolio companies, in numerous acquisitions and dispositions
Represented Antenna Software Inc., a mobile device software products and services company, in numerous strategic acquisitions, including acquisitions of Vaultus Inc., Dexterra, Inc., and Volantis Ltd.
Represented MidOcean Partners, a private equity fund sponsor, in various acquisitions, including acquisitions of Global Knowledge Training, LLC, a computer and business training services company, Palace Entertainment Holdings, Inc., an entertainment and gaming company, and Alex eSolutions, Inc., a publishing company
Represented Atlantic Street Capital, a private equity fund sponsor, in various acquisitions and dispositions, including the acquisitions of Alex Apparel Group, Inc., a clothing designer and distribution company, Z Wireless, a Verizon reseller of wireless voice and data communications services, Ace Expediters, Inc. (now Fleetgistics Holdings, Inc.), a transportation company, various strategic add-on acquisitions by Fleetgistics, and the sale of Fleetgistics Holdings, Inc.
Represented Chartwell Investments, a private equity fund sponsor, in various acquisitions and dispositions, including its acquisition of Contract Datascan, LP, a provider of inventory scanning services, and the sale of Playcore Holdings, Inc., a manufacturer of playground equipment
Represented Viking Pools, LLC, a pool spa manufacturer, in its strategic acquisitions of Blue Hawaiian Products, Inc. and Trilogy Pools, LLC
Represented Vitec Group Plc, a UK-based microwave products manufacturer, in its purchase of Nucomm, Inc.
Represented an affiliate of the Essar Group in the going-private transaction of its subsidiary, Aegis Communications, Inc.
Represented Founders Equity in its acquisition of Advantage Healthcare Solutions, a medical billing services and practice management company, and a portfolio company of Founders in various acquisitions and dispositions of financial services companies
Represented Rediff.com India Limited, (NASDAQ: REDF) in the sale of its subsidiary Valucom, Inc. to publicly held WorldQuest Networks
Represented Citi Venture Capital International on its partial exit from Pesquera Exalmar S.A., a Peruvian company, as part of that company’s international initial public offering
Represented FinAccess International, Inc., an international investment advisor, in the sale of substantially all its assets to FinAccess Inversiones, S.A.P.I. de C.V.
Represented C.R. Bard, Inc., a medical device company, in its sale of assets to Bard Access Systems, Inc.
Represented Q-Med AB, a Swedish pharmaceutical devices company, in its sale by exclusive license to Oceana Therapeutics LLC
Represented Welsh Carson Anderson & Stowe, a private equity fund sponsor, in its acquisition of Ruesch Holding, a foreign currency exchange company
Represented a financial sponsor in the acquisition of the Charlie Brown’s restaurant chain in a Section 363 Bankruptcy proceeding
Represented Pegasus Capital Advisors, a private equity fund sponsor, in its controlling investment in a designer brand license company
Represented Elyria Foundry, Inc. in the strategic acquisition of Hodge Foundry, Inc., an iron foundry
Represented Evercore Capital Partners and certain of its portfolio companies in several acquisitions and dispositions
Represented a company engaged in the manufacture and sale of hardware for cable communications in the acquisition of a company with operations in the U.S. and Canada
Represented a Spanish company engaged in the oil and gas pipeline service industry in the acquisition of a U.S. company with specialty technology in pipeline services
Represented Vanco Direct USA, LLC in its acquisition of Universal Access Global Holdings Inc. and its subsidiaries, providers of regulated telecommunications services, in a sale under Section 363 of the U.S. Bankruptcy Code
Represented Credit Suisse Securities (USA) LLC, and its and portfolio companies in various investments and co-investments