Mergers & Acquisitions

Sugar Felsenthal Grais & Helsinger LLP’s merger and acquisition attorneys frequently advise entrepreneurs, private equity and venture capital funds and their portfolio companies, and emerging growth and middle market public and private companies in structuring, negotiating and executing a broad range of complex mergers, acquisitions and divestitures.

We approach each matter with a problem-solving mindset and offer our clients creative yet pragmatic solutions to issues that may arise at any point during a transaction, from the diligence stage and the structuring of a proposed deal, to its negotiation, documentation and execution, including advice about regulatory compliance and disclosure, corporate governance, financing, strategy and implementation and integration. What's more, tax planning is an integral part of almost every transaction, and our merger and acquisition attorneys often work closely with our Transactional Tax group in planning and structuring transactions.

Representative transactions include acquisitions and dispositions of assets and corporate divisions, stock and other equity purchases and sales, redemptions and exchanges, reverse mergers, corporate spin-offs, and tender offers with values from $1 million to $250 million.

With our broad experience, we are able to provide sophisticated legal counsel to both buyers or sellers. We frequently represent our long-term clients in the sale or expansion of their businesses, but also partner as special counsel with clients’ day-to-day attorneys who need our depth of experience to assist them with these types of transactions.

Publications

Speaking Engagements


Our Business Transactions attorneys' recent and notable engagements in mergers and acqusitions transactions include:

  • Represented purchaser of Chicago area equipment rental business valued in excess of $22 Million through stock purchase.  Assisted with all aspects from drafting and negotiating letter of intent through closing.

  • Represented large national entity in connection with acquisition of Midwest area construction equipment rental business valued in excess of $100 million.  Assisted with negotiating purchase contract (structured as both stock and asset purchase based on multiple selling entities), completing due diligence, transferring all applicable leases, licenses and assets and the separate transfer of real estate used by the seller and owned by a related entity.

  • Advised client in structuring and closing on substantial turnaround investment in distressed manufacturing business in transaction involving restructuring of company equity, redemption of most existing owners and workout with existing lenders.

  • Represented manufacturing company in $35 million sale to strategic public buyer while retaining certain factories, including pre-sale restructuring to minimize state income taxes on transaction. Subsequently, assisted in sale of retained factories.

  • Advised principal shareholders in taking private transaction of manufacturing company involving reverse stock split and appraisal rights for public shareholders.  Integrated estate planning for principal shareholders into the transaction to pass ownership of the company to next generation at significant estate and gift tax savings.

  • Assisted manufacturing company in tax and corporate structuring for expansion of operations to Mexico, including establishment of maquiladora.

  • Advised manufacturing company on near simultaneous strategic acquisitions of two competitors involving concurrent refinancing of company debt with new lender, which required that neither target company be aware of the other transaction until after closing.

  • Represented large publicly held company in roll up of numerous construction service businesses in the Midwest region.

  • Represented substantial privately held agricultural company in structuring sale of business divisions, which included obtaining an IRS private letter ruling for tax-free split-off of the two divisions. We then handled tax planning and negotiated the subsequent sale of the spun-off divisions to a publicly traded strategic purchaser.

  • Participated in development and formation of large chain of consumer retail service outlets.  Continuing general corporate representation and assisted in obtaining operational financing.  Represented company in strategic sales of outlets.

  • Represented national retail chain through growth to over 60 company-owned stores and over 40 franchised stores in general corporate matters, real estate leasing and property acquisition, franchisee relations, debt financing transactions and ultimate advantageous sale of all stock of the company to strategic buyer while retaining the real estate on long term advantageous leases to Buyer.  Retained by Buyer for other legal work following closing of the transaction.