Mergers & Acquisitions

Transcription

1 Mergers & Acquisitions 2015

2 60 Our M&A practice includes more than 60 attorneys who have a focus on middle-market transactions. Seyfarth s Leading Middle-Market M&A Practice 250 Over the last two years, our lawyers have been engaged in more than 250 M&A transactions across a diverse range of industries. 360 Seyfarth Shaw LLP provides 360 legal support for M&A transactions, from environmental and labor & employment to intellectual property and tax issues. Recognized as a leading middle-market M&A (sub-$500m) practice by Legal 500 since 2012 and shortlisted for its Law360 ranked us among the top 100 U.S. based firms with the most merger and 2015 US Practice of the Year Award in acquisition partners globally. the M&A Corporate and Commercial: Mid-Market category.

3 M&A knowledge is deep, and the team is extremely responsive; it is pretty much on call for clients 24/7 and brings together all the firm s resources to meet clients needs. - Client quote, Legal 500 (2015) The Seyfarth team is excellent on all counts, and demonstrates a willingness to be flexible in its engagement structures. Client quote, Legal 500 (2014) Best-in-Class Client Service Our M&A attorneys are focused on speed-to-market execution and providing senior-level attention to all transactions, big or small. The practice provides exceptionally fast response times alongside a practical approach. Client quote, Legal 500 (2013) BTI BRAND ELITE 2015 Seyfarth Client Named Service Tops Elite in Honors Innovation For the third year in a row, Seyfarth was named to the Recognized as the top firm for innovation Tech-Savvy, BTI Client Value Service Driver, Client 30, Service recognizing the best firms in client Strategist service and via Mover a survey & Shaker. of Fortune 1000 in-house counsel.

4 Delivering Value and Innovation Through our market-leading SeyfarthLean approach, we use innovative technology to increase efficiency and improve communication throughout our clients M&A transactions, resulting in meaningful reductions of overall costs and enhanced client service. By applying Agile project management and Seyfarth s award winning SeyfarthLink technology to M&A transactions, we can more efficiently manage the constantly changing issues and priorities arising in a transaction, better manage negotiations and ultimately increase the efficiency in closing a deal. Financial Financial Times Times North North American American Innovative Lawyers Innovative Seyfarth Lawyers was named among the Financial Times 2014 most Seyfarth named to Most Innovative list, lauded innovative for achievements law in business firms in of law, North America, lauded for achievements crowdfunding and social responsibility in business of law, crowdfunding and social responsibility. BTI CLIENT SERVICE A-Team Seyfarth Seyfarth Named Named Best of Best of the Best the Best For the fourth consecutive year, Seyfarth has been named For the 4 th year, Seyfarth has been named to BTI s to Client BTI s Service Client A-Team, Service with A-Team, with top rankings for top rankings for innovative approach and innovative unprompted communication. unprompted communication.

5 SeyfarthLink: A Next Generation Client Collaboration Platform Innovative Tools Transaction Management SeyfarthLink is more than a traditional extranet, as we have reimagined what online collaboration within the legal world should be. This award-winning technology is a powerful knowledge management tool that allows Seyfarth attorneys and clients to access information more efficiently to better execute on the tasks that further the clients business objectives. It allows us to streamline matter and project management and facilitate data reporting in a way that improves the quality of the final work product and reduces costs. Clients gain real time access to features that are pertinent to our engagement, including: SeyfarthLink M&A attorneys utilize proprietary subscriptions and templates for additional cost efficiencies for our clients. Process Mapping Transaction Management Regular tracking, budgeting and monitoring of matters in progress Dashboard Reporting Financial data and key performance indicators to track billings on a per matter or portfolio basis Best-in-Class Web-based Collaboration Key Metrics and Data Transaction Status Reporting Ongoing updates on all matters Easy Access to Shared Information Shared documents, discussion threads, custom databases, calendaring and contact information Financial Reporting

6 Work Without Boundaries Seyfarth has experience in cross-border M&A transactions and has handled deals involving businesses in Europe, the Middle East and Asia. Our clients are leading companies across a broad range of industries including: Aviation Business Services Cable/Telecom Chemicals Defense & Homeland Security Energy & Clean Tech Food & Beverage Gaming Government Contracting Healthcare Hospitality Life Sciences Manufacturing Medical Devices Packaging REITs Real Estate Services Technology & Software

7 Delivering Business-Minded Solutions Seyfarth s M&A practice publishes a real-time annual survey of key deal terms in middle-market transactions, helping turn a spotlight on what s market for our clients. Predictable Legal Costs Our M&A practice has taken a proactive, business-minded approach to projecting the legal costs associated with M&A transactions. February 2014 Middle-Market M&A SurveyBook 2013 Survey of Key M&A Deal Terms Escrow Period Indemnity Escrow Period The indemnity escrow period is the length of time after the transaction closing date that the indemnity escrow amount is held before being released to the seller. Greater than 24 Months 24 Months Between Months 18 Months Between Months 12 Months Less than 12 Months 0% 4% 4% 4% 20% 30% Percentage of Deals Surveyed Providing for Indemnity Escrow 38% Observations The median indemnity escrow period included in deals surveyed which provided for an indemnity escrow was 15 months. Of the deals surveyed which provided for an indemnity escrow, approximately 88% had indemnity escrow periods from 12 to 18 months. In general, indemnity escrow periods were closely tied to survival periods for general representations and warranties. We have developed a sophisticated budgeting tool to drive transparency, accountability and predictability into the deal process. We are constantly finding ways to improve the deal process in order to drive down costs for our clients. 4 M&A SurveyBook: 2013 Survey of Key M&A Deal Terms February 2014

8 Leader in advising middle-market companies Represented US Shale Solutions, Inc., a newly-formed shell corporation, in its simultaneous acquisition of four corporations operating in the oil shale service industry. The transaction transformed our client from a two employee company to a 2,700+ employee enterprise valued at $410 million, and was financed in part with an issuance of $210 million in high yield bonds. Represented Mediaspectrum, Inc., a premier technology company specializing in cloud technology, in connection with its equity investment in Beyond Core Systems Limited ( BCS ), an Irish corporation. BCS is a joint venture between Mediaspectrum and Beyond Holding Limited, a Seychelles corporation, which will market and sell diamond level rewards programs to the financial services industry. Served as U.S. counsel to UBC Media Group plc, a London Stock Exchange listed company, in its acquisition of digital music service 7digital Group, Inc. in a reverse merger of Delaware corporations for approximately $27 million in stock. As a result of the merger, the former 7digital stockholders acquired 75% of the stock of the combined company. Represented UTEC Constructors Corporation, a leader in installation of underground, high voltage cable in the public utility arena, in its $35 million sale to First Reserve, a private equity firm that is in the midst of a roll-up of utility contracting businesses. Excalibur Holdings, Inc. Represented Alleghany Capital Corporation in connection with its minority investment in an international licensed toy company. Represented Carus Corporation, an industrial chemicals company, in its purchase of Pristine Water Solutions from CECO Environmental Corp. Represented Kaufman, Hall & Associates, Inc., a leading financial consulting firm to healthcare institutions, in its acquisition of a management solution firm. Represented Puerto Rico Cable Acquisition Company Inc., the second-largest cable and broadband service provider in Puerto Rico, in its $272.5 million sale to Liberty Global plc and Searchlight Capital Partners, L.P. As a result of the transaction, Liberty Global s cable offering in Puerto Rico will be able to reach 80 percent of Puerto Rican homes and thus be the largest cable operator on the island. Represented Excalibur Holdings, Inc., a minority shareholder in Avalon Laboratories Holding Corp. ( Avalon ), in connection with Nordson Corporation s acquisition of Avalon for $180 million. Avalon is a leading manufacturer of catheters and medical tubing products for cardiology, pulmonology and related applications. Excalibur Holdings, Inc. is an entity controlled by the original founder of Avalon.

9 IPF Holdings, Inc. Maplecroft.NET Represented Suddenlink Communications in its acquisition of certain cable systems in Texas from Northland Communications, which systems serve more than 18,700 primary service units on a combined basis. Represented IPF Holdings, Inc., an investment advisor and fund manager, in its acquisition of assets from a Canadian company and its parent company. The transaction was financed in part by the Bank of Montreal, with subordinated debt and equity provided by the sponsors. Represented Boston Warehouse & Trading Corp. in its $8 million acquisition of Smart Candle, the exclusive North American distributor of a home lighting product sourced from Liown Electronics in China. Represented the vendors of Maplecroft.NET, a UK risk analytics business, in its sale to U.S.-based Verisk Analytics. Represented SPF Energy, Inc. in its $105 million sale to Canada s largest independent supplier and reseller of fuels and petroleum products. Represented U.S. Legal Support, Inc., a full-service legal support company, in several acquisitions of record retrieval and reporting companies. Represented Committee for Economic Development, an independent, non-profit, nonpartisan public policy organization, in its merger with The Conference Board, Inc., a New York non-profit organization. Represented Kaufman, Hall & Associates, Inc., the leading financial consulting firm to health care institutions, in a transaction in which our client sold equity to a series of funds sponsored by the private equity firm of Madison Dearborn Partners.

10 Great Lakes Financial Resources, Inc. Represented Great Lakes Financial Resources, Inc., one of the Chicago area s largest independent bank holding companies, in its merger transaction with First Midwest Bancorp, Inc., a publicly traded bank holding company. Total transaction value was approximately $58 million and consisted of cash and stock. Represented Indegene Lifesystems, a leading global provider of clinical, commercial, and marketing solutions to life science, pharmaceutical, and healthcare organizations, in its strategic acquisition of Total Therapeutic Management, a quality improvement, outcomes research, and clinical engagement services company. Represented Prudential Rubloff, a premier Chicago real estate company, in the sale of its equity to Home Services of America. Represented Muvico Holding, LLC, a cinema technology leader, in the sale of a portion of its business to Carmike Cinemas.

11 Atlanta Houston Melbourne San Francisco Washington, D.C. Boston London New York Shanghai Chicago Los Angeles Sacramento Sydney Seyfarth Shaw refers to Seyfarth Shaw LLP. Our London office operates as Seyfarth Shaw (UK) LLP, an affiliate of Seyfarth Shaw LLP. Seyfarth Shaw (UK) LLP is a limited liability partnership established under the laws of the State of Delaware, USA and is authorised and regulated by the Solicitors Regulation Authority with registered number Our Australian practice operates as Seyfarth Shaw Australia, an Australian multidisciplinary partnership affiliated with Seyfarth Shaw LLP, a limited liability partnership established in Illinois, USA. Legal services provided by Seyfarth Shaw Australia are provided only by the Australian legal practitioner partners and employees of Seyfarth Shaw Australia Seyfarth Shaw LLP. All rights reserved. Prior results do not guarantee a similar outcome. # M5