Practice Areas & Industries: Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

Practice/Industry Group Overview

For many years, Baker Donelson has assisted with all aspects of merger and acquisition transactions, including stock and asset acquisitions, mergers, going private transactions, corporate spin-offs and bids. We have been engaged by a wide spectrum of industries and businesses and have acted as counsel to both buyers and sellers. All Baker Donelson practices can be brought to bear in addressing a complex transaction. The Firm's strengths include tax, ERISA, securities law, environmental, labor and employment law, intellectual property and technology knowledge and experience. The key to a successful transactional representation, however, lies in the client-favored conclusion of each transaction. Typically, our clients interest is in hiring sophisticated merger and acquisition counsel to get their deal closed. Baker Donelson prides itself on its success in this regard and uses all of its resources to help assure the client success.

Representative Matters

• Building materials producer - $100 million acquisition of target company
• Oil and gas company - $180 million merger
• Oil and gas company - $7 million asset purchase and creation of spin-off
• Mortgage company - multiple acquisitions ranging from $1 million to $50 million
• Nationwide credit card processing company - numerous acquisitions totaling $5 million to $25 million
• National restaurant/food company - $55 million divestiture of condiment production company
• National restaurant/food company - $40 million divestiture of manufacturer and distributor of food products
• Large restaurant company - special counsel in $80 million sale-leaseback program
• Large restaurant conglomerate - multi-million dollar sale-leaseback transactions with affiliates of restaurant properties company
• Fast-food chain - multi-million dollar sale-leaseback transactions with affiliates of restaurant properties company
• Restaurant group - divestiture of 85 restaurant properties
• Large restaurant conglomerate - $350 million acquisition by public merger by international $4 billion investment fund
• Special committee of multi-state HVAC distribution company - $50 million acquisition and public merger by major LBO fund
• Real estate development company - $100 million sale-leaseback program
• National restaurant company - divestiture of food distribution division with annual sales of approximately $350 million
• International HVAC manufacturer- $600 million public cross-border acquisition by multinational technology corporation
• Multi-state cellular phone insurance company - $10 million acquisition by national road service conglomerate
• International HVAC manufacturer - $20 million acquisition of HVAC parts company
• International HVAC manufacturer - $50 million acquisition of electric company -
• Industrial/commercial air filter service company - $10 million merger with industrial services corporation
• International HVAC manufacturer - divestiture of satellite distribution operations with annual sales of $94 million
• International HVAC manufacturer - $35 million acquisition of distribution company and heating and cooling company
• National restaurant conglomerate - $170 million acquisition of assets of largest public franchisee (250 restaurants) as part of §368(a)(1)(C) reorganization
• National restaurant conglomerate - Divestiture of recipe division (280 company owned and franchised restaurants in U.S. and Canada)
• National restaurant conglomerate - Divestiture of lodging company
• Barge company - $375 million acquisition of target company
• Real estate company - spin-off to stockholders of subsidiary
• Manufacturing - $145 million Sale by reverse merger
• Bank holding companies - numerous mergers and bank branch acquisitions totaling $2 - $50 million
• Manufacturer - $150 million sale of assets
• Manufacturer - $44.5 million sale of assets
• National bank - $35 million divestiture of ATM network processing division
• National bank - $35 million sale of corporate trust department and coordination of transfer of approximately 700 trust and agency accounts (assisted in achieving 98 percent of additional $6 million earn out)
• Pharmaceutical products manufacturer - $2.4 billion merger with strategic target
• Food retailer - $10 million sale of all assets
• Internet product company - $173 million acquisition of target company
• National bank - $63 million divestiture of mortgage banking subsidiary
• Pharmaceutical products manufacturer - $360 million merger with strategic target
• Manufacturer - $23 million acquisition of strategic intellectual property and other assets of U.S. and Canadian business
• Internet product company - $550 million merger with strategic partner
• Manufacturer - $40 million acquisition of strategic niche companies
• Restaurant company - $75 million acquisition of branded food retailer
• Real estate company - $150 million acquisition and private debt placement
• Manufacturer - $120 million acquisition of U.S. and German production facilities
• Restaurant company - $179 million acquisition of branded food retailer
• Manufacturer of outdoor sporting goods - Acquisition of three paddle sports companies, including a leveraged recapitalization
• Multinational retail clothier - $380 million as stock, cash, and debt assumption merger with public company
• Fashion retailer - Acquisition of more than 150 retail stores
• Solid waste company - $70 million merger with services company
• Information technologies provider - $40 million divestiture of natural gas business to energy company
• Information technologies provider - $24 million acquisition of medical product lines
• Large restaurant franchisee - Acquisition of more than 20 restaurants of another large franchisee
• Major regional bank and leasing subsidiary - Acquisition of equipment leasing business of another major regional bank
• Pharmaceutical company - $90 million shareholder sale of company to another pharmaceuticals corporation
• Equipment rental company - $21 million sale to national rental company
• National construction company - $20 million acquisition of subsidiary of public company
• Trust company - $12 million sale to financial services corporation
• Truck and trailer parts company - Sale as part of a roll-up transaction, structured as a leveraged recapitalization
• Plumbing supply company - Acquisition of various plumbing supply businesses throughout the country
• Lighting control systems company - $10 million sale to holding company owned by French interests
• Distribution and manufacturing business - $61 million asset sale to private equity group
• Loose-leaf Tobacco Business - $23 million stock sale to another industry business
• U.S. and U.K. holding company - $50 million sale of U.S. water utility to subsidiary of French holding company
• $60 million Sale of U.K. infrastructure companies by U.S. and Italian holding companies to a U.K. holding company