Mergers and Acquisitions

Pullman & Comley’s Mergers and Acquisitions practice is comprised of experienced attorneys who advise buyers, sellers and investors in a variety of business combination transactions, recapitalizations, leveraged buy-outs, acquisitions and divestitures. Our transactions range from representing closely held companies in small to mid-market deals to representing businesses with sales of $100 million or more.

This client-focused section has the skills essential to consummating acquisitions and divestitures successfully, including managing due diligence, negotiating letters of intent, term sheets, standstill agreements and definitive deal documents. Our transactional advice and drafting encompasses securities law compliance, tax and business strategy, ancillary stockholder and equity arrangements for executives and related employment, consulting, non-compete, licensing, leasing and business franchise arrangements. We are versed in simultaneously negotiating and closing related financing transactions consisting of senior and mezzanine debt infusions. A member of the section typically acts as the point person for stock and asset acquisitions and sales, managing the process. The practice leverages our firm’s domestic and international tax and business acumen in the planning phase and then brings added value to our clients during implementation with our experience in corporate governance.

The past few years saw record activity in the M&A market, and our M&A attorneys handled an unprecedented number of transactions.  Our team advises buyers, sellers and investors in a variety of business combination transactions, recapitalizations, leveraged buy-outs, acquisitions and divestitures.  Transactions range from representing closely held companies in small to mid-market deals to representing businesses with sales of $100 million or more.  Recently, the practice has become recognized on a national level for matters regarding elevator company sales and transactions.

MERGERS AND ACQUISITIONs HIGHLIGHTS

Examples of recent M&A sales activity include:

• Selling the largest independent non-national New England accounting firm to a superregional
• Selling a multistate insurance agency to a multistate aggregator
• Selling a veterinarian practice to a PE-backed management services organization
• Selling an international strategic wire processor and distributor to a competitor
• Selling a privately-owned proxy advisory firm

On the purchase and investment side, we negotiated and documented buy-side activity including:

• Representing a management team in a purchase and consolidation of a 15-entity restaurant group
• Representing an unfunded sponsor in its roll up of precision metal component manufacturers and documenting the sponsors capital strategies and equity rights agreements
• Buying a controlling interest in a radiology center
• Closing on numerous Reg D investments in private funds involving healthcare equity investments
• Negotiating and documenting foundational contracts for governmental and quasi-governmental entities, including the Connecticut DMV’s emissions testing program, the Paid Family and Medical Leave Insurance Authority contract with AFLAC and the Connecticut Retirement Security Authority (MyCTSavings program)
• Acquisition of a competitor’s frozen seafood business and negotiation of a modified line of credit facility for a privately-owned business

• Representing a specialty multi-outlet retailer in a $68 million sale of a majority interest to a private equity group employing a unique deal structure, which resulted in substantial tax benefits to both the buyer and the seller and its shareholders
• Representing an information services business in its vertical integration acquisitions of industry leaders
• Representing purchaser in leveraged buyout of $20 million revenue electronic components manufacturer
• Representing a manufacturer of high-tech filtration devices in its corporate formation, governance and equity raises
• Representing a manufacturing company in its reverse cash merger with an affiliate of a British conglomerate
• Representing a British holding company in its negotiations to acquire a closely held competitor
• Representing a manufacturer as the acquirer of the assets of a debtor in possession
•  Representing a manufacturing company in its successful sale as a going concern in a Chapter 11 auction and Section 363 asset sale

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