Mergers and acquisitions and joint ventures (“M&A”) constitute a significant part of the Firm’s Business Transactions practice. Our M&A attorneys are experienced in all aspects of M&A transactions, including structuring, financing, due diligence, contract negotiation and the closing of such transactions. Our transactional work involves all types of business combinations and related financing transactions involving domestic and foreign privately-held and publicly-traded companies, including taxable and tax-free mergers, acquisitions and dispositions, management and other leveraged buyouts, “going private” transactions, joint ventures and strategic alliances.
The Firm provides the complete range of services necessary to efficiently and effectively assist our clients in achieving their goals in connection with their M&A transactions. Our corporate attorneys are assisted by attorneys in the Firm’s other specialty practice areas to address issues involving tax, securities laws, employment and benefits, antitrust, intellectual property, real estate, litigation and government regulation. We also coordinate our efforts with other advisors to our clients, including investment bankers, local or foreign counsel, accounting firms and other business consultants.
Set forth below is a representative list of some of our M&A and Joint Venture transactions.
- Represented Amblyotech, Inc., a US-based digital therapeutics company with a novel digital technology for the treatment of amblyopia, also known as “lazy eye,” in connection with the sale to Novartis, a leading global healthcare company.
- Represented Belgian-organized oil tanker operator Euronav NV (NYSE:EURN) in connection with its $2 billion merger with New York-based Gener8 Maritime (NYSE:GNRT), creating the leading independent large crude tanker operator in the world with a fleet of 76 operating vessels.
- Represented Emerging Global Advisors, a New York-based registered investment adviser and a leading provider of smart beta portfolios focused on emerging markets, in connection with its merger with Columbia Threadneedle Investments, the global asset management group of Ameriprise Financial, Inc. (NYSE:AMP).
- Represented Constellation Advisers, LLC, a leading co-sourced and outsourced investment management service provider, in connection with its recapitalization led by private equity sponsor TZP Group.
- Represented Scorpio Tankers Inc. (NYSE: STNG), a provider of marine transportation of petroleum products worldwide, in connection with its merger with Navig8 Product Tankers Inc (NOTC:EIGHT), creating the largest U.S.-listed owner of petroleum product tankers with a fully delivered fleet of 105 vessels.
- Represented registered investment adviser Metropolitan Real Estate Equity Management, LLC, a global real estate multi-manager investment manager, in connection with its sale to global alternative asset manager The Carlyle Group.
- Represented TOPO Research LLC, a California-based marketing research and advisory firm, in connection with its sale to Gartner, Inc. (NYSE:IT).
- Represented Ocean Rig UDW Inc. (NASDAQ:ORIG) in connection with its $2.7 billion merger with offshore drilling contractor Transocean Ltd. (NYSE:RIG), creating one of the world’s largest fleets of offshore drilling rigs.
- Represented Concept Capital Markets, LLC, a leading independent provider of prime brokerage services, in connection with its sale to Cowen Group, Inc. (NASDAQ:COWN).
- Represented Agrifos in connection with its sale of its fertilizer production facility in Pasadena, Texas, to Rentech Nitrogen Partners, L.P. (NYSE:RNF) for an initial purchase price of $158 million, with a potential earn-out of up to an additional $50 million.
- Represented Hudson Structured Capital Management in connection with its joint venture with Pangea Logistic Solutions (NASDAQ:PANL) to acquire four newbuilding bulk carriers.
- Represented FWM Holdings, the parent company of Forbes Family Trust and LGL Partners, multi-family offices focused on ultra-high-net worth families, in connection with the acquisition of Optima Fund Management, a registered investment adviser specializing in alternative investments for institutional and high net-worth clients.
- Represented multi-channel commerce software provider hybris AG in connection with its recapitalization led by private equity firm HuntsmanGay Global Capital.
- Represented Sargeant Marine, Inc. in connection with the sale of a 50% stake in its global asphalt trading, storage and marine transportation business to The Vitol Group for an undisclosed sum, forming the new asphalt trading venture VALT.
- Represented the GreatVet Group of veterinary hospitals in connection with their sale to Compassion-First Pet Hospitals.
- Represented UBM plc (LSE:UBM.L), a leading global marketing services and communications company, in connection with dozens of transactions, including the carveout sale of its electronics media portfolio to an affiliate of Arrow Electronics Inc. (NYSE:ARW).
- Represented Ridgebury Tankers in connection with its joint venture with Riverstone Capital and Tufton Marine to acquire three product tankers.