Case Studies

This transaction involved the sale of 100% of the stock of a well know technology company for $100,000,000. The selling entity had subsidiaries in several foreign countries as well as foreign real estate holdings. There were several leases that required negotiations with and approval by the various landlords to get the transaction closed. There was a complex charitable donation issue that required significant analysis and legal counsel. The transaction closed successfully in approximately 75 days and allowed the seller to make substantial charitable donations in a tax efficient manner.

This transaction involved the partial sale of a well know security company to a private equity firm. The transaction involved 8 entities, of which 4 were subsidiaries. The main issues in this transaction were post-closing control and governance, and future stock rights regarding the acquisition of other companies, the future sale of the primary company, or the anticipated public offering by the primary company. This transaction allowed the seller to take 50% of the value out of the business while retaining 50% equity for future growth, which provided both personal financial security as well as significant upside potential.

We represented the seller in this transaction, which involved the sale 100% of the company to a private equity firm. The transaction involved 7 entities in 3 states and required the formation of a limited liability company as the purchasing holding company, which had 4 classes of membership units each class having specific distribution rights. The due diligence on seller lasted 3 months and resulted in significant concessions due to certain liabilities that had not been properly resolved before the sales process. Our firm was retained after the letter of intent had been signed and due diligence was already underway. This seller could have benefited substantially from advanced planning, better corporate structuring and a legal audit of its potential liabilities.

Some of the best transactions are the ones you don’t do. In this case, the prospective buyer was a public company that was interested in buying our clients’ company for its high margins and significant cashflow. The buyer’s offer heavily weighted the purchase price on an earnout (payments based on the future performance of our clients’ business), which meant the buyer was attempting to shift all the risk onto the sellers. Ultimately, our clients decided not to sell and they continue to reap all the profits for themselves.

This transaction involved the planned retirement of a 30% shareholder, who was subject to a shareholder agreement whereby the corporation, using corporate funds, redeemed 100% of the retiring shareholder’s stock in exchange for cash and other negotiated consideration. This buyout resulted in the retiring shareholder being able to retire with investible cash rather than unmarketable stock in a private company. The corporation was able to simultaneously consolidate ownership into the remaining shareholders without the risk of interference from the retiring shareholder or his future heirs.

In this transaction, we represented a private equity firm in a majority stock purchase of a distressed company. Seller was under significant financial and time pressure to get a deal done or lose the company. As buyer’s counsel, we ensured that there were enough assets to justify the purchase price in case the company folded. We also negotiated significant control over corporate governance and other management decisions. The challenge in this transaction was balancing our strong buying position with the need to maintain a productive working relationship with the owner/operator. We were successful in getting the deal closed on a very short time schedule.

This transaction almost didn’t happen. This is a case where professionalism and perseverance made the deal happen. Seller’s counsel was not cooperative and buyer’s former counsel wasn’t able to get it done. We were retained by buyer to resurrect the deal and get it closed. We were able to identify a number of issues with the target company that allowed us to adjust the purchase price downward in our client’s favor. We also worked hard with seller’s counsel to focus on the facts of the transaction rather than the egos. Ultimately, we closed the deal at a purchase price that was 20% lower than originally offered.