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OVERVIEW

Mergers and Acquisitions Open for business

Barnes & Thornburg’s corporate transactions group operates a robust national and international M&A practice. We lead hundreds of M&A transactions per year, primarily in the middle market, with transaction values typically ranging from $20 million to $500 million, although we also handle a number of transactions each year below and above that range.

With a diverse practice, we represent purchasers and sellers, and couple deal experience with a focused legal project management process. This allows us to spend less time on process-related tasks and drafting, and more time focusing on the key issues for the deal.

No matter the size of the deal, clients can count on having skilled lawyers lead the team and see the deal through. Our lawyers represent many of the world’s most active companies in their M&A transactions, and we also work with closely held companies for whom an M&A transaction is not a frequent event.

We apply our business acumen from across the firm to M&A deals; in addition to knowledgeable deal lawyers, our deal teams include accomplished attorneys in tax, employee benefits, intellectual property, environmental, labor, and finance. Notably, we work with our IP attorneys to help plan, negotiate and consummate business considerations and asset transfers. We collaborate with clients and their accountants or other tax advisers to develop creative tax and capital structures.

We invest the time to understand the client’s specific objectives and priorities. Based on these goals, we collaborate with other key deal team members, such as accountants and investment bankers, to identify key structural and economic issues and deal terms. This allows us to be deal facilitators – as opposed to deal inhibitors – by focusing our negotiating efforts on specific issues that produce value for our clients.

We have significant experience on both sides of the deal table. Our experience has taught us that to provide savvy strategic and tactical counsel to both sellers and buyers, we need to understand how all types of buyers approach a sale (both in terms of valuation and deal terms), whether through a competitive auction process or a more limited process.

Our M&A transaction experience includes formulating, negotiating and implementing a wide range of acquisition transactions for buyers and sellers across many industries, including solicited and unsolicited transactions, going private transactions, stock-for-stock (and cash and stock combination) acquisitions, spin-off transactions and other divestitures, and acquisitions of majority and minority interests. We also have deep experience in joint venture transactions. We closely follow market trends on using representation and warranty insurance designed to provide sellers added value and cost-certainty. 

Practice Leaders

Thomas Maxwell

Thomas M. Maxwell

Partner
Financial Institutions Practice Vice Chair

Indianapolis

P 317-231-7796

F 317-231-7433

David Hooper

David P. Hooper

Partner
Securities and Capital Markets Chair

Indianapolis

P 317-231-7333

F 317-231-7433

EXPERIENCE
  • $20 million acquisition by LaPorte Bancorp, Inc., coupled with mutual-to-stock conversion and public offering of common stock

    Represented City Savings Financial Corporation, an Indiana-chartered savings and loan holding company located in Michigan City, Ind., along with its wholly-owned savings association subsidiary, City Savings Bank, in a merger transaction with The LaPorte Savings Bank, an Indiana-chartered savings bank located in LaPorte, Ind. In the merger, City Savings Bank merged with The LaPorte Savings Bank, while City Savings Financial Corporation merged with LaPorte Bancorp, Inc., the holding company for The LaPorte Savings Bank which was formed as part of a mutual-to-stock reorganization of The LaPorte Savings Bank conducted as part of the merger transaction.

    The merger consideration paid to the shareholders of City Savings Financial Corporation was approximately $20 million. In conjunction with the merger and mutual-to-stock conversion transactions, LaPorte Bancorp, Inc., also conducted a public offering of its common stock and issued a portion of its newly-registered common stock to City Savings Financial Corporation shareholders for 50 percent of the merger consideration. In this regard, LaPorte Bancorp, Inc., and City Savings Financial Corporation were required to file a highly complex Form S-1 Registration Statement, containing a combined stock offering prospectus and proxy statement, with the Securities and Exchange Commission providing for the registration of the shares of LaPorte Bancorp, Inc., common stock being offered to the public and used as merger consideration, while at the same time satisfying the proxy disclosure requirements for the City Savings Financial Corporation shareholders' meeting necessary to approve the merger. Apart from the SEC registration process, the merger/reorganization/stock offering transaction required regulatory approvals from the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, and the Indiana Department of Financial Institutions.

    Represented City Savings Financial Corporation and City Savings Bank in the negotiation, drafting, and execution of the merger agreement, the preparation of the applicable securities filings, the regulatory approval process, and the closing of the transaction. Very few combined merger/mutual-to-stock conversion transactions occur in the financial institutions industry in the U.S., and we were proud to have represented our client in this unique transaction.
  • A federal savings association acquired the deposits, real estate and fixed assets of a branch of a commercial bank in the same state. Barnes & Thornburg represented the acquiring savings bank in the acquisition.
  • A team of firm attorneys, led by Martin Zivitz, assisted in the $15.5 million sale of a 225-bed skilled nursing facility, which closed Dec. 31, 2013. The consummation of the transactions resulted from a coordinated effort among firm attorneys who handled all of the health care and related regulatory issues, oversaw all real estate aspects of the transactions, navigated union, labor and related employment matters and helped expedite the closing.
  • A team of three attorneys, led by Martin Zivitz, represented Herff Jones in its acquisition of Reed Ring Corp., a New York corporation engaged in school related businesses involving caps and gowns, senior packages, class and graduation rings, awards, custom printed merchandise, school apparel and related accessories and products.

    Longtime firm client Herff Jones, with over 3,000 employees and 700 sales representatives, manufactures and sells educational recognition and achievement products and motivational materials, and has been in continuous operation for over 90 years, with production facilities across the United States as well as in Canada. Of note, Herff Jones has manufactured the Heisman Trophy, the Medal of Honor, the Indianapolis 500 winner’s ring since 1983 and the Indianapolis Colts super bowl rings.
  • An Indiana commercial bank merged into a federal savings association in an all cash transaction valued at approximately $20.5 million. The holding company of the selling bank owned 74% of its outstanding shares prior to the transaction. Barnes & Thornburg represented the selling bank in the merger and assisted the holding company in raising capital needed as a result of this sale of its majority-owned subsidiary. The acquiror thrift had consolidated assets of $229.9 million and the selling bank had assets of $256.6 million at the time of the transaction.
  • Assist with series of eight bolt-on acquistions with transaction value of approximately $52,000,000 for equity fund portfolio company engaged in the golf car business.
  • Assisted client with the merger of insurance agency.
  • Assisted Swedish owner of largest U.S. brass musical instrument manufacturer with sale to Steinway & Sons.
  • Assisted TrustBearer Labs in its sale to VeriSign. The acquisition combined VeriSign’s expertise as a leading PKI provider with TrustBearer’s solutions for easy, rapid deployment of PKI applications and strong authentication across all major Web browsers and platforms. TrustBearer had developed software to provide accurate and secure digital identity solutions for online applications. The acquisition came on the heels of VeriSign’s year-long collaboration with TrustBearer, with which Barnes & Thornburg LLP assisted. During the year-long collaboration, TrustBearer components were integrated with VeriSign MPKI solutions.
  • Assisted with the sale of a high-technology medical device company to a strategic buyer.
  • Assisted with the sale of five leading manufacturers in the RV, cargo trailer and truck cap industries, involving transaction value in excess of $232,000,000.
  • Barnes & Thornburg assisted in the disposition of a mid market privately-held entity using an investment banking firm and utilizing an auction process. Barnes & Thornburg prepared a form SPA that was circulated in connection with the auction and further assisted in the management presentations and the negotiation of the LOI.
  • Barnes & Thornburg attorneys represented a joint venture in its development and sale of a large 10 megawatt/75 acre solar photovoltaic generating system on land owned by a large municipal airport authority. Barnes & Thornburg attorneys helped structure the joint venture involving 3 corporate entities that worked to develop and implement the solar farm project. This is currently the largest solar farm of any airport in the United States. The 52,400 solar panels should generate 17,500,000 kilowatt hours per year - enough to power 1,700 homes for a year. Electricity created from the solar farm will be fed directly into the grid with the airport authority expecting to collect about $316,000 annually in lease payments. The renewable energy produced will prevent approximately 10,700 tons of C02 from being released in to the environment each year, which is the equivalent of removing 2,000 cars from the road.
  • Barnes & Thornburg attorneys represented a premier value-added steel processor in the sale of substantially all of its assets to a 50-50 joint venture comprised of one of North America's leading manufacturers of steel products and a diversified global investment and service enterprise based in Japan. The joint venture is one of the leading steel processors in North America.
  • Barnes & Thornburg attorneys represented Crown Products & Services, LLC on its recapitalization by Merit Capital Partners. Crown Products & Services LLC specializes in the formulation and application of proprietary specialty chemicals involved in the handling of various raw materials for the coal, steel and utility industries. These chemicals are used by Crown customers to facilitate raw material handling during seasonal challenges such as freeze conditioning in the winter and dust mitigation and spontaneous combustion suppression year round. Crown’s founding management team retained significant ownership positions as co-investors with Merit.

    Based in Chicago, Merit Capital Partners manages $1.7 billion through five institutionally sponsored limited partnerships investing mezzanine and equity capital in middle-market companies principally in manufacturing, distribution and services industries.
  • Barnes & Thornburg attorneys represented First Cash, a leading specialty retailer and consumer financial services provider, in its acquisition of a 16 store chain of stores for approximately $46 Million. The acquisition expands First Cash Financial Services’ U.S. store base and significantly deepens their geographic presence in the Rocky Mountain markets. Including the stores from the Fast Cash acquisition, the Company owns and operates 804 stores in twelve U.S. states and 24 states in Mexico.

    First Cash was named by Fortune Magazine as one of America's 100 fastest growing companies for 2011. First Cash's common stock (ticker symbol "FCFS") is traded on the Nasdaq Global Select Market, which has the highest initial listing standards of any stock exchange in the world based on financial and liquidity requirements.
  • Barnes & Thornburg attorneys represented Paragon Medical, Inc. in its merger agreement with an affiliate of Beecken Petty O'Keefe & Company, a Chicago-based private equity firm focused exclusively on the health care industry. The company’s new partner positions Paragon well to execute on its organic and inorganic growth initiatives. The transaction is expected to close in early December 2013.

    Paragon Medical is a tier 1 supplier of world-class solutions for custom and standard surgical instrument delivery systems, custom and standard surgical instrumentation, implantable components and design and development services to the medical device marketplace.
  • Barnes & Thornburg attorneys represented Sunstorm Interactive, Inc., a video game and application development company, in its sale to a private capital group focused on growth-stage Internet, e-Commerce, Mobile and Saas-based businesses. Barnes & Thornburg has represented the company since its inception in the mid-1990’s.

    Sunstorm Interactive, Inc. develops diverse games and applications for the iOS platforms, including kids’ games and applications that, in 2011 alone, achieved 50 million downloads on iTunes. Sunstorm Interactive’s applications include Fondue Maker, ICEE® Maker, Cake Maker and others.
  • Barnes & Thornburg attorneys represented the shareholders of Marquis Consulting Services, Inc. in a transaction in which Marquis was acquired by Gemalto, Inc., a world leader in digital security. Gemalto acquired all of the outstanding shares of Marquis, a primary provider of fully integrated services for drivers' license identification across the U.S. Gemalto's global headquarters is in Amsterdam with a presence in 44 countries throughout the world. Marquis is headquartered in Fort Wayne. Jeremy Reidy of the Fort Wayne office led the transaction team, which included Tuck Hopkins, Lisa Starks and Rebecca Johnson of the Fort Wayne office; Mina Amir-Mokri and Melissa Vallone of the Chicago office; Cassandra Best of the Atlanta office; Josh Hollingsworth, Tim Riffle, Michala Irons and Dave Durm of the Indianapolis office; and Karen McGee and Linda Weinberg of the Washington, D.C., office.
  • Barnes & Thornburg LLP acted as Indiana counsel to a New York Stock Exchange listed public company organized under Indiana law in connection with the spin-off of two operating divisions to its shareholders, resulting in the formation of two additional public companies formed under Indiana law. We also advised the client in connection with a follow-up one for two reverse stock split, which under Indiana law did not require shareholder approval.
  • Barnes & Thornburg LLP represented a privately held client with interests in distribution and logistics in connection with the acquisition of majority control and recapitalization of a leading international provider of logistics services, including freight forwarding, supply chain management, turn-key contract warehousing and packaging design and fulfillment. Headquartered in Portland, Oregon, the acquired company has numerous domestic and international subsidiaries and branch offices.
  • Barnes & Thornburg LLP represented Blackland Group's aerospace component manufacturing platform, Blackland Aerospace, in the acquisition of Lewis Machine Company. Blackland Group is a private equity firm based in Dallas, Texas. Lewis Machine, based in East Hartford, Connecticut, specializes in manufacturing complex precision-machined components for clients in the commercial and military jet engine, airframe, missile and power plant industries. Lewis supplies engine components for most major U.S. fighter platforms, including the F-15, F-16, F-22 and the F-35 Joint Strike Fighter. They also make engine components for most commercial airliners including Boeing 737, 747, 767 and 777 and Airbus A320, A330 and A380.
  • Barnes & Thornburg LLP represented the largest independent distributor of automotive paints, coatings and accessories in the U.S. to a Canadian public company. The cash merger transaction was based on an aggregate purchase price of over U.S. $200 million and resulted in shareholders receiving U.S. $21.00 per share, which represented a premium of approximately 32% to the 30-day trailing average share price of the client’s OTC Market Pink Sheets before the announcement of the transaction.
  • Barnes & Thornburg represented a bank holding company in its merger with a larger bank holding company based in the same state. The subsidiary of the selling bank holding company, with nearly $850 million in assets, merged with a bank with approximately $7.7 billion in assets at the time of the transaction. It was a stock transaction valued at approximately $83.5 million. The exchange ratio fluctuated based on changes in the price of the acquiror’s common stock and was subject to adjustments if loan delinquencies at the selling bank exceeded certain levels.
  • Barnes & Thornburg represented a bank holding company in the sale of its national bank subsidiary. A venture capital investment group raised $460 million in new capital to recapitalize and acquire the national bank. The national bank was a troubled institution threatened with failure by its regulators.
  • Barnes & Thornburg represented a General Hospital in connection with its affiliation with another Health System, Inc. The merger created a regional health system with approximately 800 beds, covering a two-county area.
  • Barnes & Thornburg represented a manufacturing company that develops and produces custom-built lenses in the sale of a controlling interest to a Japanese multinational corporation specializing in measuring instruments and metrological technology. The client is a startup that spun out of a university with the goal of transitioning the technology from a laboratory device to a commercial product. It has since been recognized as a world leader in high-quality tunable lenses. The acquiring company is the world's largest provider of measurement and inspection solutions.
  • Barnes & Thornburg represented a publicly traded bank parent company in connection with its $110 million acquisition of a competing bank. As part of this transaction, the client expanded its branch network to twenty-two branches throughout Northern Indiana and Southwestern Michigan. The combination created a banking entity with approximately $1.4 billion in total assets.
  • Barnes & Thornburg represented Alloy Custom Products, Inc., a manufacturer of cryogenic transportation products, in its sale to a subsidiary of Trinity Industries, Inc., a diversified industrial company that provides products and services to the energy, transportation, chemical and construction sectors. The acquisition will help Trinity Industries, Inc. capitalize on increasing demand opportunities to provide cryogenic storage and transportation products as a result of the energy renaissance occurring in North America.
  • Barnes & Thornburg represented an Indiana mutual savings bank, in a highly unusual transaction. The Bank transferred its business assets and liabilities to a federal credit union based in Michigan. Following the sale, the savings bank dissolved and distributed its net assets to its former depositors. The credit union had total assets of $1.3 billion and the savings bank had total assets of $88.5 million at the time of the transaction. Consolidations of credit unions and banks and sales of assets by mutual savings banks are rare.
  • Barnes & Thornburg represented an international life sciences corporation in its acquisition of a California-based life sciences company. The transaction allowed our client to secure long-term access to technology critical to the growth of a key subsidiary.
  • Barnes & Thornburg represented an international life sciences corporation in its acquisition of a Utah-based life sciences company that had previously supplied key raw materials to one of our client’s divisions. The transaction allowed our client to consolidate a portion of its supply chain and secure access to critical technology.
  • Barnes & Thornburg represented CB Bank Shares and its subsidiary, Central Bank, located in Russiaville, Indiana, in its acquisition by First Farmers Financial Corporation and its subsidiary, First Farmers Bank & Trust Co., located in Converse Indiana, in a $55 million transaction. We also represented the Central Bank ESOP in obtaining shareholder approval of the merger and terminating the ESOP upon consummation.
  • Barnes & Thornburg represented Cryogenic Solutions, LLC, a medical equipment repair service provider, in its acquisition of Inventory Solutions, Inc., a national supplier of refurbished respiratory products to the home medical equipment industry. The acquisition will expand Cryogenic Solutions’ services beyond repairs and allow it to provide home medical equipment dealers, wholesalers and manufacturers an outlet to sell excess inventory.
  • Barnes & Thornburg represented Ifbyphone, in two strategic matters. First, the team represented Ifbyphone in raising $30 million in funding from a group of Venture Capital firms. New investor NewSpring Capital joined previous investors Apex Venture Partners, SSM Partners, Origin Ventures, River City Capital Funds and i2A Illinois Accelerator Fund in this latest round of funding. Second, the team assisted Ifbyphone in deploying the capital through the client's acquisition of Mongoose Metrics, a leader in call tracking, measurement and attribution. The acquisition extends Ifbyphone's position in the enterprise market as the dominant provider of call tracking and voice-based marketing automation services.
  • Barnes & Thornburg represented PMP Pharmentation Products in connection with the sale of real estate to a biotechnology company. The transaction was very complex in that the real estate was broken into several pieces and new easements needed to be created. A TIF issue also needed to be sorted out.
  • Barnes & Thornburg represents Liberty Diversified International, a company with a diverse variety of business units, from paper to manufacturing to healthcare devices to machine tools. Barnes & Thornburg provides a full menu of legal services to this client, including corporate, mergers & acquisitions, real estate, intellectual property, regulatory, employment law, and other legal services.
  • Barnes & Thornburg was co-counsel to Johnson & Johnson in connection with its bid to merge with Guidant Corporation, manufacturer of cardiovascular medical products in 2006. After the transaction was modified, a bidding competition ensued and Johnson & Johnson's $24 billion bid was exceeded by Boston Scientific.
  • Barnes & Thornburg was engaged in an acquisition that involved a complex Hart-Scott-Rodino ultimate parent entity analysis. Barnes & Thornburg worked extensively with the staff at the FCC to resolve this interpretation which allowed the transaction to be consummated without the necessity of an H S R filing.
  • Barnes & Thornburg was engaged to handle the acquisition of a U.S. corporation, which involved the simultaneous acquisition of Italian and U.K. companies as well. Since the dominant aspect of the transaction involved the U.S. component, Barnes & Thornburg was selected to supervise the transaction, including the supervision of U.K. and Italian counsel.
  • Barnes & Thornburg was lead counsel representing a business engaged in consulting, marketing and general analytical services to healthcare and life science companies in its $40 million sale to a specialized services company supporting next generation approaches to drug development and commercialization. The selling company was a startup organized in 2013 and was owned 100 percent by its founder.
  • Barnes & Thornburg, LLP represented a 50% shareholder in the acquisition of the other 50% shareholder’s equity interest in one of the leading office furniture retailers in Atlanta.
  • Barnes & Thornburg, LLP represented a Dalton, Georgia based residential carpet manufacturer in its acquisition of all of the operating assets and properties of a major manufacturer of commercial carpet and related products. Financing through Bank of New York and syndicate parties.
  • Barnes & Thornburg, LLP represented a Delaware corporation in connection with its merger into a publicly-traded shell, after which time the public shell became a NASDAQ-listed entity.
  • Barnes & Thornburg, LLP represented a large Atlanta-based video rental company in connection with a statutory merger with a NASDAQ-listed company through a Section 368 tax-free reorganization.
  • Barnes & Thornburg, LLP represented a large Atlanta-based wholesaler and installer of commercial carpet and related products in connection with a statutory merger with a NASDAQ-listed company through a Section 368 tax-free reorganization.
  • Barnes & Thornburg, LLP represented a large Georgia sanitary landfill and waste recycling corporation in connection with a merger with a NASDAQ-listed company through a Section 368 tax-free reorganization.
  • Barnes & Thornburg, LLP represented a large Georgia-based government contracting transportation company in connection with its acquisition of a competing Pennsylvania transportation company and a Texas logistics facility; negotiated and drafted related executive employment agreements with the target company's former owner and officers.
  • Barnes & Thornburg, LLP represented a large multi-state telecommunications and commercial graphics company in connection with the leveraged ESOP acquisition of the majority shareholder’s stock through the formation, organization and financing of the ESOP. Financing through Merrill Lynch.
  • Barnes & Thornburg, LLP represented a large private equity company in connection with the acquisition of a municipal solid waste landfill in the Southwestern United States as part of the client's nationwide expansion of its solid waste management facility platform.
  • Barnes & Thornburg, LLP represented a large regional private equity backed solid waste management company in connection with multiple acquisitions of solid waste landfill properties and operating assets throughout the Southeastern United States.
  • Barnes & Thornburg, LLP represented a major retailer of commercial construction equipment and machinery located in Atlanta, Georgia in connection with the sale of all operating assets to a competing enterprise.
  • Barnes & Thornburg, LLP represented a management buyout group in connection with the acquisition and financing of one of the largest mixed office and commercial use real estate developments in Atlanta.
  • Barnes & Thornburg, LLP represented a national distributor of high technology audio and video equipment and services in connection with a statutory merger with a NASDAQ-listed company through a Section 368 tax-free reorganization.
  • Barnes & Thornburg, LLP represented a nationwide distributor of high-end automotive paint products in connection with a multi-million dollar equity infusion, and a multi-million dollar debt infusion by a Dutch corporation.
  • Barnes & Thornburg, LLP represented a regional waste management company in connection with a statutory merger with Waste Industries, Inc. through a Section 368 tax-free reorganization.
  • Barnes & Thornburg, LLP represented an ESOP Trustee in connection with a leveraged ESOP's acquisition of the majority shareholder's stock in a Mobile, Alabama engineering and consulting firm through the formation, organization and financing of the ESOP. Financing through Alabama capital sources.
  • Barnes & Thornburg, LLP represented of a large Southeastern United States-based government-contract foodservice company in connection with its acquisition by a competing enterprise.
  • Barnes & Thornburg, LLP represented the 10th largest carpet company in the world in connection with a tax-free merger with a New York Stock Exchange company through a Section 368 tax-free reorganization.
  • Barnes & Thornburg, LLP represented the largest sanitary landfill and waste transport company in Georgia in connection with a statutory merger with a NASDAQ-listed company through a Section 368 tax-free reorganization.
  • Barnes & Thornburg, LLP represented the majority shareholders in connection with a leveraged ESOP's acquisition of the majority shareholders' stock in a large Georgia-based retailer of forklift equipment through the formation, organization and financing of a leveraged ESOP.
  • Counseled medical device manufacturer on a $300,000,000 recapitalization through a private equity firm.
  • David Gotlieb represented “Sidney’s” in the sale of its restaurants and real estate. Sidney’s was a national chain of upscale Italian restaurants headquartered in Minneapolis, Minnesota with locations throughout the upper Midwest, Ohio, Virginia and as far west as Montana.
  • David Millard, Josh Hollingsworth and Ben Drabiak of the Indianapolis office of Barnes & Thornburg LLP assisted client Finish Line, a leading athletic retailer specializing in brand name footwear, apparel and accessories, in the divestiture of its Man Alive urban apparel business to Jimmy Jazz stores.

    David Millard represented the Finish Line in acquiring Man Alive in 2005. The Finish Line grew the urban apparel chain from 38 to 86 stores.

    The acquirer of the Man Alive business, Jimmy Jazz, is a rapidly growing urban apparel chain based out of New York. Through this sale, Barnes & Thornburg helped engineer Finish Line's exit from the urban apparel business allowing Finish Line to refocus on its core business.

    The Finish Line, Inc. is one of the largest mall-based specialty retailers in the country. The Finish Line, Inc. is publicly traded on the NASDAQ Global Select Market under the symbol FINL. The company operates 685 Finish Line stores in 47 states and online.
  • In anticipation of a proposed transaction where a component of the transaction was mandated to be an asset transaction, Barnes & Thornburg undertook a corporate reorganization of the C corporation, which resulted in a significant reduction in the tax cost in the acquisition. The reorganization allowed the majority of the transaction to still be a stock transaction and still accommodate the requirement of an asset transaction.
  • Key members of the Business Department led the acquisition of Man Alive by Finish Line. Man Alive is one of the nation's leading hip hop fashion retailers. Finish Line is a leading athletic retailer specializing in brand name footwear, apparel and accessories with over 650 stores in 48 states and online.
  • Lead attorney on a $13,500,000 sale of a medical device contract supplier to a portfolio company of a private equity fund.
  • Lead counsel on the $8,000,000 sale of a billings collection, payment monitoring and services business to a leveraged acquisition and buyout firm in May of 2007.
  • Lead counsel on the acquisition of the assets of a leading publisher and manufacturer of lenticular posters and other lenticular licensed posters, calendars and creative materials by a strategic purchaser.
  • Led multiple acquisition transactions for the $50 million leveraged acquisition of all the outstanding equity of four businesses, which are collectively engaged in the freight transportation, brokerage, warehousing, distribution, logistics, leasing and transportation services businesses. The firm’s client is a growth-oriented dedicated transportation and logistics services provider and a portfolio company of an Atlanta-based private equity firm. The transactions successfully closed in October of 2010.
  • Led the sale of Zipp Speed Weaponry to SRAM.

    Zipp Speed Weaponry serves a select group of companies and athletes, globally located and committed to bicycle and wheelchair competition. Zipp designs and manufactures high-end carbon wheel sets for use on road-racers, as well as other components such as cranks, handlebars, and disc wheels. Many of the top riders in the world, including Olympic riders, triathlon riders and Tour De France riders, bike on Zipp wheel sets and other components. SRAM is a global leader in providing bicycle components to cycling enthusiasts.
  • Martin Zivitz was lead counsel representing Herff Jones in the sale of its globe manufacturing and distribution business to Replogle Globes Partners, LLC. Herff Jones is an employee owned company and one of the 20 largest companies in Indiana. Herff Jones manufactures and sells educational recognition and achievement products and motivational materials, and has been in continuous operation for over 90 years.
  • Represented a Canadian, publicly-traded family-focused online media company in several U.S. acquisitions.
  • Represented a global manufacturer of carpets and rugs in the purchase of a warehouse and office space for its US headquarters.
  • Represented a leading Swedish consumer product manufacturing group in series of acquisitions with transaction value exceeding $140,000,000 and restructuring its U.S. entities along functional lines.
  • Represented a major alcoholic beverage distributor in the Southeast in connection with its acquisition by a well-known national private equity owned logistics company.
  • Represented a midwest-based, business services provider in connection with its purchase of a controlling interest in a business services provider which provided the acquirer with access to the telecommunications industry and a new service line.
  • Represented a midwest-based, privately-held company operating electrical businesses which included both manufacturing and service businesses in connection with the sale of substantially all assets to a midwest-based private equity fund.
  • Represented a midwest-based, privately-held operator of over 100 restaurants in connection with its purchase of 18 casual-dining format restaurants from the concept franchisor.
  • Represented a midwest-based, privately-held producer of recreational vehicles in connection with the sale of substantially all of its assets, including plant sites, to a strategic purchaser.
  • Represented a midwest-based, privately-held producer of seating products in connection with its purchase of substantially all assets of a competitor.
  • Represented a national motion picture exhibitor in its acquisition of several motion picture theatres.
  • Represented a national trucking company in its sale to a private equity fund portfolio company.
  • Represented a private equity fund providing subordinated debt and equity in an acquisition of a company in the health care industry.
  • Represented a publicly-traded online brokerage firm, in its sale of substantially all of its assets and its subsequent deregistration, liquidation and dissolution.
  • Represented a recovery audit and contract compliance services company and its affiliates in a merger with a publicly traded purchaser. In addition to the merger, the transaction involved a spin off of operating division to selling shareholders and sale of assets by affiliated companies.
  • Represented a regional producer and distributor of agricultural chemical products in the sale of a substantial portion of its assets.
  • Represented a UK building products company traded on the London Stock Exchange in restructuring its US subsidiaries, including series of acquisitions and dispositions with transaction value exceeding $130,000,000, and reorganizing entity structures to achieve tax and operational efficiencies.
  • Represented Advanced Metalworking Practices, Inc. (AMP), as well as its shareholders, in the sale of substantially all of its assets to Purity Zinc Metals, LLC. Established in 1984 as an Indiana-based corporation, AMP is a major supplier of metal feedstocks in the United States. AMP also provides service to rejuvenate regrind feedstock and technical assistance to metal injection molding (MIM) parts producers.
  • Represented Advantis Medical, Inc – a manufacturer of medical case/tray organizing systems for surgical instruments, implants and medical devices – in sale of the company to RoundTable Healthcare Partners (RoundTable), a private equity firm.
  • Represented an association management software provider whose customers are primarily trade associations and chambers of commerce in its sale to a private equity-backed competitor. Barnes & Thornburg represented the client from its formation in 2000 to its sale, including through multiple equity raises from venture capital firms and private equity investors.
  • Represented an NYSE Amex listed staffing company in its acquisition by a financial buyer for $85 million.
  • Represented an online brokerage firm in its acquisition by a NASDAQ listed company for a purchase price of $360 million in cash and stock.
  • Represented application software vendor in sale of business to public company.
  • Represented client in sale of a wholesale salt distribution company.
  • Represented Datalogic, a company listed on the Italian stock exchange, in the acquisition of PPT Vision, a publicly traded U.S. Company.
  • Represented Fortune 50 seller in sale of related operations to two purchasers.
  • Represented hospital in connection with an affiliation with hospital in adjacent county to create a new hospital system governed by a new parent company. This affiliation resulted in a new healthcare system with over a billion dollars in total assets.
  • Represented Indiana-based eTapestry.com, a privately owned company that develops unique, web-based fundraising software for non-profit organizations, in a transaction with South Carolina-based Blackbaud, a public company and a global provider of software and related services. Client started with about $125,000 in 1999 when four employees of another Indiana-based software company pooled their resources, and expanded over the next several years to 85 employees and over 3,000 customers. Helped client solve several potentially deal-breaking issues, including structuring the transaction to include a performance incentive arrangement, negotiating employment agreements for key employees, and resolving noncompetition concerns raised by institutional stockholders with diversified investments in technology funds.
  • Represented Indianapolis-based Herff Jones, Inc. (Herff Jones), a leading manufacturer and publisher of educational products, recognition awards and graduation-related items for the school market in North America, in the stock acquisition of Silverpark Management Ltd., the U.K. holding company of Framing Success, Inc.

    Framing Success, based in Virginia Beach, Va., is an industry leader as the major supplier of custom-made diploma frames primarily for the college and professional certification market. Framing Success, with approximately 45 employees, has been in business for 17 years. Framing Success will become an operating entity within Herff Jones Scholastic Division. The company’s Scholastic Division business includes class rings, announcements, diplomas, and related academic recognition products.

    Herff Jones, now in its 88th year in business, has a product line that includes yearbooks, class rings, medals and awards, diplomas, graduation announcements, caps and gowns, school photography and instructional materials. Approximately 4000 employees manufacture its products in 20 U.S. plants. Herff Jones is one of the nation’s largest 100 percent employee-owned corporations.
  • Represented management of a midwest-based, producer of recreational watercraft in connection with their formation of a joint venture with a west-coast based private equity fund to purchase the assets of their company.
  • Represented medical services company in purchase of operations of competitor.
  • Represented owners of a medical device contract manufacturer in its $132,000,000 stock sale to a portfolio company of a private equity fund.
  • Represented owners of a Midwest-based company producing body/chassis parts for automakers in connection with its purchase of substantially all assets of a Michigan-based competitor.
  • Represented owners of a midwest-based, privately-held producer of paperboard containers for the food industry in connection with the sale of the equity of the company to a publicly-traded U.S. paperboard container company.
  • Represented owners of a midwest-based, privately-held U.S. company providing business services in over 20 states in connection with the sale of a 75% interest in the company to a publicly-traded French company in the same industry that did not previously have North American operations, including the spin off of a related business to be retained by the selling owners.
  • Represented purchaser in the acquisition of all of the outstanding common stock of one of the leading manufacturers of world globes, supplying both the scholastic and retail markets. The acquisition of the Midwest-based manufacturer helped the client achieve synergies and economies of scale with its related businesses and access new markets for its existing products. We further assisted the client in consolidating the acquired business entities to enhance business efficiencies and its manufacturing operations.
  • Represented purchaser in the acquisition of all of the outstanding common stock of one of the leading U.S. manufacturers of graduation robes, judicial robes, choir robes and academic regalia with operations in Florida, Illinois and the Northeast. The acquisition helped the client achieve synergies and economies of scale with its related businesses. We further assisted the client in consolidating the acquired business entities to enhance business efficiencies and ultimately consolidating its manufacturing operations.
  • Represented the secured lender providing financing for the acquisition of a company in the transportation industry.
  • Represented tier one supplier to the orthopedic industry in purchase of manufacturing operations from public entities.
  • Represented winning bidder of AGA Medical in a buyout dispute among shareholders. To resolve the dispute, David Gotlieb negotiated the terms of the transaction, financing and subsequent raising of additional equity, enabling client shareholder to acquire control of AGA Medical.
  • Sale of Pac-Van, Inc. to private equity firm through reverse subsidiary merger.
  • Served as counsel to “stalking horse” bidder and successful acquirer in a Section 363 sale from Bankruptcy of assets of a scholastic photography business operating in New York and New Jersey. The transaction enabled the client to acquire new customer relationships by positioning itself to timely fulfill existing orders placed with the bankrupt business without disruption.
  • Structured tax-free split off of technology company between two owners under Section 355 of the Internal Revenue Code.
  • We represented Irwin Union Bank & Trust Company in a $150 million loan sale transaction and a $50 million branch sale transaction to First Financial Bank, N.A. The transaction provided liquidity and additional capital to Irwin Union Bank.
  • We represented Vectren Retail, LLC (d/b/a Vectren Source) in the sale of its retail natural gas operations in Georgia to Gas South, LLC.
  • We served as lead outside counsel in the sale to a strategic buyer by a Midwestern regional bank holding company of substantially all of the assets of its national conforming home mortgage origination business. The sale enabled the client to focus its assets and resources on segments of the mortgage market affording stronger returns. The client retained servicing rights to its mortgage portfolio in this transaction and the Firm then served as lead outside counsel in the sale of such servicing rights to its conforming mortgage portfolio for over $250 million in the aggregate to separate third party servicers in three separate transactions and the sale of the assets and operations of the client’s mortgage servicing platform in another transaction.
  • We served as lead outside counsel to an indirect auto finance business with operations in 40 states in connection with its tax-free spin-off from its Federal Savings Bank parent and initial public offering. The transaction relieved restrictions on growth of the business that existed by virtue of bank regulatory capital requirements and allowed the business to access the public capital markets.
  • We served as outside counsel to a strategic bidder in a controlled auction and successful purchaser of the world’s leading manufacturer of cheerleader uniforms and leading sponsor of cheerleading and sport cheer competitions. The acquisition was funded with cash and a new syndicated senior credit facility that was negotiated and document in connection with the acquisition. The transaction enabled the client to diversify its business lines to feature new products in complementary markets.
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