Overview of Mergers and Acquisitions Practice

Pedersen & Houpt counsels a broad array of clients which engage in merger, acquisition and divestiture transactions.  These include manufacturers, distributors, retail franchisees, management consultants and other miscellaneous service businesses.  In these transactions, our attorneys counsel the client regarding various deal structuring issues, perform all necessary legal due diligence, make all applicable state and federal regulatory filings and negotiate and draft the required documentation.

Pedersen & Houpt represents both purchasers and sellers in various forms of transactions, including asset and stock sales, leveraged buyouts and tax-free mergers and reorganizations.  Pedersen & Houpt also represents business owners and independent corporate and individual fiduciaries in transactions where business owners sold their companies to an Employee Stock Ownership Plan (ESOP).

Pedersen & Houpt takes a multi-disciplinary approach when the firm represents a client engaged in a merger, acquisition or divestiture transaction.  Members of our Taxation and Organizational Planning Practice select and develop the appropriate transaction structure and to resolve any federal and state tax issues that arise as a result of the sale of all or part of an existing business.  Members of our Intellectual Property Practice review the target company's intellectual property filings and policies, web site content and privacy policies to ensure compliance with applicable state and federal laws and provide advice regarding  the terms of license, maintenance and support agreements for the intellectual property to be acquired in the transaction.  Members of our Financing Practice structure and negotiate the documents for transactions with banks and other financial institutions which provide the financing necessary to fund the transaction and support the ongoing operations of the company after the transaction.  Members of our Employment and Benefits Practice review and modify employment policies and employee handbooks, evaluate potential retirement and other employment liabilities and develop benefit programs for employees of the company after the transaction.

The following are some specific examples of our Mergers and Acquisitions experience:

• Pedersen & Houpt represented a private equity fund in connection with the formation of a new holding company to acquire a national retail catalogue holding company with multiple operating subsidiaries. The transaction also required the restructuring of various tranches of financing.
  
  
• Pedersen & Houpt represented a public company in connection with the acquisition of an online content and service provider and in structuring management contracts and incentives for the senior executives of the new subsidiary.
  
  
• Pedersen & Houpt represented a privately-held technology consulting company in the sale of its business to a large publicly-traded consulting company.
  
  
• Pedersen & Houpt represented a holding company with direct mail service operations throughout the Midwest in the formation of a new subsidiary to facilitate the strategic acquisition of a direct mail and drug sample fulfillment business and in the placement of senior and mezzanine financing to finance the transaction. We subsequently represented the majority investor in the sale of its stock in this combined business to a strategic purchaser who also purchased the shares owned by the minority investors.
  
  
• Pedersen & Houpt represented a wire forming manufacturing company in the strategic acquisition of a metal fabrication business to diversify its existing manufacturing operations as well as another add-on acquisition of a company in a sale under Section 363 of the U.S. Bankruptcy Code.
  
  
• Pedersen & Houpt represented a Florida-based franchisee of a nationally-recognized retail concept in the acquisition of seven corporate owned stores in Texas, including one location at The Ballpark at Arlington, the home of the Texas Rangers' baseball club.
  
  
• Pedersen & Houpt represented a Chicago-based private equity fund in an acquisition of a Florida-based private-label personal care products business and the placement of mezzanine financing to fund the transaction.
  
  
• Pedersen & Houpt represented a Chicago-based private equity fund in the consolidation of two portfolio companies which published trade journals and sponsored seminars for the architects, engineers and contractors.  The firm subsequently represented the new company in the acquisition of a Boston-based consulting firm which specialized in providing management consulting services for companies in these industries and in obtaining the acquisition and working capital financing from a Chicago-based lending institution.
  
  
• Pedersen & Houpt represented a new private equity fund in its first acquisition and financing of a North-Carolina based candy manufacturer which will be used as a platform to make future acquisitions in the candy industry. The firm subsequently represented the acquired company in obtaining working capital and construction financing from a national lending institution.
  
  
• Pedersen & Houpt represented a Chicago-based private equity fund in its acquisition of a Texas-based wholesale supplier of water pump and control equipment and in obtaining the acquisition and working capital financing from a national lending institution.
  
  
• Pedersen & Houpt represented a Chicago-based private equity fund in its acquisition of a seller and servicer of pressure relieving devices based primarily in Oklahoma, Texas and California and in obtaining the acquisition and working capital financing from a Chicago-based lending institution. The fund intends to use the acquired company as a platform to make future acquisitions in the pressure relieving device industry.
  
  
• Pedersen & Houpt represented a Chicago-based private equity fund in connection with its controlling equity investment in a Midwest food broker and in helping the company obtain working capital financing from a national lending institution.
  
  
• Pedersen & Houpt represented a Chicago-based computer consulting and systems maintenance company in the strategic acquisition of a St. Louis based licensor of custom designed software products developed for contractors and mechanical service firms.
  
  
• Pedersen & Houpt represented a private group of investors in the acquisition of stock in a publicly-traded citrus distribution company from a New York-based hedge fund.
  
  
• Pedersen & Houpt represented an entrepreneur in the acquisition of a Chicago-based scaffolding rental company.
  
  
• Pedersen & Houpt represented an entrepreneur in the acquisition of a ski resort and related retail operations located in Valparaiso, Indiana.
  
  
• Pedersen & Houpt represented the owners of two Chicago-based injection molding companies in connection with the reorganization of these companies into a new holding company and in the sale of 100% of the voting stock of the new holding company to an ESOP. Pedersen & Houpt also represented the holding company in connection with a new senior credit facility to provide the funds necessary to consummate the sale of the stock to the ESOP.
  
  
• Pedersen & Houpt represented a Chicago-based air conditioning and heating systems independent manufacturers representative in a merger with an affiliated company and acted as special ESOP counsel in the sale of 30% of the company's stock by a family trust formed by the company's founder to a newly formed ESOP in a transaction which qualified for favorable tax treatment under Section 1042 of the Internal Revenue Code.
  
  
• Pedersen & Houpt represented the majority shareholder in a 100% ESOP-leveraged buyout of a Chicago-based metal stamping company and we assisted the company in analyzing the feasibility of an S corporation conversion.
  
  
• Pedersen & Houpt represented a major regional distributor of medical supplies with nine different locations in the sale of its business and assets to a publicly-traded company which is one of the largest distributors of such products in the country.