Mergers & Acquisitions
Friday, Eldredge & Clark represents buyers and sellers in a variety of mergers, acquisitions, and divestitures. Our lawyers will help you with the structuring, negotiation, documentation, and closing of the deal, using our firm’s full resources for everything from due diligence and tax-efficient deal structures, to financing and antitrust approval, to the review of employee benefits and non-compete agreements in the acquired entity. Whether your organization is a multinational corporation, a publicly or privately owned business entity, a not-for-profit organization, or an investment firm, our firm has the knowledge, experience, and resources to facilitate a successful transaction.
We have handled transactions for companies in a variety of business sectors, including banking, broadcasting, retail, manufacturing, technology, and health care. For example, we represented an energy holding company in the sale of its distribution division subsidiary to a group of investment bankers that had put together an entity to own several distribution companies, a transaction that involved substantial regulatory issues. You will find that our lawyers have the experience to achieve your objectives in transactions ranging from simple to sophisticated – several have been selected for inclusion in both The Best Lawyers in America and Chambers USA for their corporate and M&A work, and have been described as “a major presence” and “a lawyer of the highest caliber.” Members of our team teach a course each year in mergers and acquisitions at the University of Arkansas School of Law.
We are committed to providing you with exemplary service and common-sense advice. We bring a practical approach to each transaction, one that understands your sensitivity to cost and flexibility. Our goal is to add value to each transaction as we identify potential problems and develop innovative solutions to tackle the toughest issues up front.
Many mergers, acquisitions, divestitures, and joint ventures do not raise antitrust concerns. For those that do, we know how to guide a deal through the Hart-Scott-Rodino (HSR) review process at the Federal Trade Commission and U.S. Department of Justice. We will work with your company to develop an approval strategy. No matter what the size and complexity of your transaction, we can analyze the relevant historical industry data to make your case for approval. When necessary, we manage regulators’ second information requests efficiently and effectively and secure an appropriate consent decree.
If your organization is acquiring a public, private, or non-profit entity, you can rely on our lawyers to help secure and document the financing that’s right for your deal. We help both public and private acquirers secure access to the necessary capital, and can negotiate the terms of conventional bank debt, mezzanine financing, and seller-provided financing. We also assist clients with private placements, public equity, and convertible debt or equity issues.
Because we have an active mergers and acquisitions practice, an integral part of our corporate governance work involves counseling corporate governance committees, audit committees, and special committees formed to evaluate potential business combinations involving proxy and takeover contests, tender offers, and mergers and acquisitions. If your organization faces any of these situations, it can involve particularly difficult issues of director and officer fiduciary responsibility. We can help you assess the details of the proposed action itself as well as the individual roles of directors in making the necessary decisions.
Benefits Due Diligence
We offer due diligence and any necessary negotiations on benefit, pension, and compensation plans in merger and acquisition transactions, having regularly done this for one of the largest retailers in the country. Business combinations often pose unexpected complications for pension and equity compensation plans, so when you acquire a company, we explain any restrictions that apply to changing, eliminating, or consolidating the target firm’s plans, including issues involving COBRA coverage. We also ensure that the benefit plans of buyers and sellers comply with the law, are free from tax penalty, and are adequately funded – all to keep hidden costs from suddenly appearing after closing.
Special Business Sector Issues
Although many transactional issues are the same for a wide range of companies, there are unique issues involving certain business sectors in which we have a special focus:
- Small and emerging companies. If you are the officer or director of a small or emerging venture company, we can help you handle all the details of successful growth strategies through business combinations with established companies. We often assist emerging companies with acquisitions and mergers, tender offers, and leveraged buy-outs, as well as with the complex securities, corporate finance, and tax issues these transactions involve.
- Family businesses. We can create buy-sell agreements for family business owners to meet their tax, business succession, and estate-planning goals. If the eventual disposition of your business is your financial objective, we guide you to the most tax-efficient strategies for a sale, merger, or liquidation.
- Health care providers. Hospitals and hospital systems throughout Arkansas rely on our excellent working relationships with state regulatory authorities and the Federal Trade Commission to secure approval for the business combinations that are essential for competing effectively in today’s health care market. We understand all the applicable competition law standards and work to ensure that your hospital or medical center is properly positioned to avoid investigation or litigation of antitrust claims over delivery of health care services. When the parties to the transaction are both for-profit and non-profit entities, our lawyers coordinate the multiple benefits plans of affiliated entities to ensure that all necessary distinctions are made between taxable and tax-exempt operations.