Mergers and Acquisitions

FVLD’s approach in representing its clients in connection with mergers, acquisitions and securities transactions often includes participation at an early stage in our clients’ strategic planning and evaluation process. We have participated with our clients in a diverse array of mergers, acquisitions, divestitures, private equity investments, capital raising programs, joint ventures, leveraged buy-outs and recapitalizations.

We not only have the tools, talent and experience to structure, negotiate, document and close transactions that our clients decide to pursue, we first help them sort out and decide which transactions, partners and timing are best targeted to achieving their ultimate operational and financial goals.

Some examples of representative matters are discussed below:

• A venture capital client, a former Vice President of a Fortune 100 company, sought advice on the acquisition of a chemical business that was moving from the laboratory to the manufacturing phase. We were able to help him find financing, structure a transaction, negotiate a favorable purchase agreement for the business and obtain government consent to assignment of government research contracts. As his business progressed and his need for research and development money increased, we were able to help him structure a basis for additional financing, and we were instrumental in finding additional investors. When the process had proved commercially viable and a backlog of orders sufficient to demonstrate the viability of the business had been established, we were able to negotiate a sale of the company to a Fortune 500 company at a price that gave investors an extremely favorable return.
• The Firm handled all aspects of the sale of a worldwide business that was operated as an unincorporated division of one of our client’s various subsidiaries. This work included charting the negotiation strategy, negotiating the terms of the sale, providing due diligence material for the operations on three continents, handling environmental, labor, retirement plan and tax issues in three countries, obtaining separate audited statements for the division being sold, obtaining U.S. and EU antitrust clearance, and closing simultaneously in three countries. We staffed the matter with three attorneys and two paralegals. The purchaser’s attorneys, large law firms, had over 14 attorneys and 9 paralegals working on the deal and relied on an outside firm for the environmental issues. Our approach gave our client greater control and continuity and lower costs.
• One of our clients, a diversified privately held corporation, wanted to do a capital restructuring so that it would be in a better position for future growth. We worked with the corporation’s senior management on its strategic planning and enabled our client to accomplish its goal through a tender offer. Our client investigated the sale of certain assets so that it could acquire assets more in line with the areas in which it wanted to grow. We assisted both with the investigations and with the long-term legal planning.
• Another client is a management group formed by three former executives of a major, mid-western corporation. We represented the management group in its acquisition of a heavy equipment manufacturing business located in Illinois. We also represented the group in connection with its other acquisition activities.
• The Firm represented the founder and president of a company that was a wholly owned subsidiary of a public company. When the public company’s financial problems consumed all of its subsidiaries’ working capital, we devised a strategy to force a quick sale of our client’s business as a going concern, helped her find financing, and completed the financing agreements, all within a sixty day period that enabled our client to purchase the business while it was still in operation.