Practice Areas & Industries: Bingham McCutchen LLP

Practice Group Overview

To capitalize on an M&A opportunity, a client needs an integrated team with the legal expertise and practical experience to tackle all relevant issues. Whether we manage the entire process for a client, work alongside the General Counsel or partner with a client's in-house development team, we help our clients address every part of the deal, from the intricacies of legal and financial structures to executive compensation and retention.

In short, we build on our extensive experience to deliver the resources our clients need to make sure their transactions achieve their business objectives.

We assist in all aspects of mergers, acquisitions, divestitures and joint ventures. From planning to execution, we anticipate our clients' needs and respond creatively as we define the key issues and develop practical solutions to the most challenging matters. And with substantial experience in cross-border acquisitions and divestitures and through our offices in Europe, Asia and the U.S., we deliver a truly global perspective.

Services Available

Our Depth

Bingham McCutchen's Mergers, Acquisitions, and Private Equity Group includes more than 100 lawyers with substantial experience in M&A matters. In addition, the M&A team works with lawyers in related practice areas -- tax, real estate, environmental and land use, finance, financial restructuring, commercial technology, intellectual property, executive compensation and employee benefits -- to provide the broadest perspective and to ensure that specific areas of expertise are available, whenever needed.

Our Clients

Our clients include a broad spectrum of participants in M&A matters, ranging in size from publicly held Fortune 500 companies to closely held businesses. We work with both U.S. and non-U.S. companies making strategic acquisitions and divestitures, investors making financial acquisitions, founders of companies implementing exit strategies, investment bankers and board committees.

Deal Structures

We assist clients in all types of M&A transactions including:

• cash tender offers
• exchange offers
• going private transaction
• management buy-outs
• joint ventures
• mergers
• recapitalizations
• roll-ups
• spin-offs
• stock sales and purchases

We have considerable experience in designing unique deal structures, including the use of unincorporated entities, to help clients achieve the legal, financial, tax and managerial control objectives that are critical in any M&A transaction.

Industry Knowledge

Our practice diversity strengthens our ability to support your business needs, and we have developed in-depth understanding of the workings of many industries, including the following:

• aerospace
• biotechnology and health care
• commercial technology
• construction and engineering
• consumer products
• defense
• energy, including power generation and distribution
• entertainment
• environmental
• financial services
• food and beverages
• manufacturing
• pharmaceuticals
• professional sports
• publishing
• retail
• technology
• telecommunications
• transportation

As a result of our major presence in the Northeast and Northern California -- the nation's two leading technology centers -- we have particularly strong visibility and experience with the latest developments in various high-technology industries. Our high level of industry awareness and exposure enables us to advise clients with practical guidance in light of the important business issues.

Financing the Transaction

Bingham McCutchen's extensive experience and strength in banking and financing allows the firm to provide its M&A clients with superb legal representation and advice in acquisition financing.

Private Equity

Bingham McCutchen's Mergers, Acquisitions and Private Equity Group serves private equity investors, partnerships and funds, including many of the industry's most successful sponsors. Members of the group have significant experience in all aspects of the private equity industry and negotiating and documenting leveraged acquisitions.

Shopping For Bargains

Bingham McCutchen's Financial Restructuring Group is one of the world's premier financial restructuring practices. Members of this group are available to assist clients who wish to take advantage of opportunities to acquire financially distressed targets.

Cross-Border Capability

Bingham McCutchen has substantial experience representing non-U.S. participants in M&A matters and in assisting U.S. parties engaged in cross-border strategic transactions. This experience is augmented by the specialized counsel of the lawyers in the firm's Japanese Practice Group and International Trade Law Group and by the lawyers in the firm's London and Tokyo offices and the Firm's affiliated office in Taipei.

An Integrated Team Approach

In addition to providing our M&A clients with a seasoned and knowledgeable team of lawyers in the relevant fields, we can also help with non-legal aspects of corporate acquisitions and divestitures through our non-legal affiliates. With the support of Bingham Strategic Advisors and Bingham Consulting Group, clients can access, as appropriate, insightful and focused advice on the strategic, financial, business and regulatory issues that inevitably arise in a merger, acquisition, divestiture or joint venture.

We work with clients across a wide range of industries. A listing of representative transactions, completed since 2000, are presented below. Our clients' names are listed in bold type. All amounts are approximate.

General

• Represented the Heritage Property Investment Fund in the acquisition of the Bradley Real Estate Investment Trust, merger with Heritage Property Investment Trust for consideration of $1.2 billion
• Sale of Raytheon Company's Engineers & Constructors, Inc. business segment to Morrison Knudsen, in an assets acquisition for $700 million in cash and assumed liabilities
• Sale of Raytheon Company's Optical Systems business unit to The B.F. Goodrich Company; a sale of assets for $163 million in cash
• Acquisition of Houghton Mifflin Company; tender offer followed by merger with Vivendi Universal for a consideration of $2.2 billion
• Acquisition by a newly formed entity created by BancBoston Ventures and Goldner Hawn Johnson & Morrison and the management of VICORP Restaurants, Inc.; merger with VICORP Restaurants, Inc. for $185 million in cash
• Sale of assets and leveraged buyout of entity formed by BankBoston Development Corp. to Mrs. Winners for consideration of $42 million
• Sale of the Boston Red Sox and NESN to The New England Sports Ventures; $700 million
• Represented FC Holdings LLC in the sale of Fast Company Magazine to Bertlesmann Group; $350 million in cash plus potential earnout
• Represented the Goldhirsh Group in the sale of Inc. Magazine to Bertlesmann Group for $210 million
• Acquisition of Beacon Home Direct, Inc. (d/b/a Scotty's Home Market) by Streamline; stock acquisition for $50 million

Technology

• Sale of AnyDay.com, cash merger with Palm, Inc., in a stock sale for consideration of approximately $80 million
• Sale of Ardent Technologies by Infineon Technologies for $42 million
• Acquisition of Knowledge Stream Partners, stock merger with Exchange Applications, Inc., for consideration of $30 million
• Sale of GHZ Technology, Inc., an RF power semiconductor manufacturer, to Advanced Power Technologies, Inc., for $29 million
• Acquisition of 51% interest in ThinkMart.com, an e-commerce start-up business, by Globalgate.com, a business e-commerce software for services; consideration of $10 million
• Represented H.C. Wainwright, investment banker, in the tax-free merger of Centennial Technologies, Inc. and Solectron Corporation; $100 million in consideration
• Acquisition of SuperEpi Products, Inc., stock merger with Kopin Corporation for $30 million
• Acquisition of ATMOS Corporation by Monolithic Systems Technology Inc. for consideration of $11,000,000
• Sale by VerticalNet, Inc. to Converge, Inc. of all membership interest in NECX.com LLC, for $60 million in cash plus equity interest in Converge and royalties under license agreement
• Sale by existing stockholders of a controlling interest in Paper Exchange.com, Inc., share exchange with Internet Capital Group, Inc. for $200 million in stock
• Sale of a controlling interest in Physicians On Line by its stockholders, stock merger with to Media Consult, Inc.; $100 million in stock

Healthcare and Biotechnology

• Combination of Biomatrix, Inc. with Genzyme Corporation to form a new division of Genzyme; a forward triangular merger for $750 million in cash and tracking stock
• Merger of BEI Medical Systems with Boston Scientific Corporation, a cash tender offer followed by merger, for $100 million consideration
• Acquisition of Catheter Innovations, Inc., cash for stock merger with Boston Scientific Corporation; $75 million in cash
• Acquisition of Embolic Protection, Inc., cash for stock merger with Boston Scientific Corporation; $150 million in cash
• Acquisition of stock of RadioTherapeutics Corporation; a cash for stock merger with Boston Scientific Corporation for consideration of $75 million in cash
• $30 million statutory share exchange between Cubist Pharmaceuticals, Inc. and Terragen Discovery, Inc.
• Acquisition of Everest Medical Corporation by Gyrus Group plc in a tender offer followed by a merger for consideration of $52 million
• Sale of Medeva plc; merger with Celltech plc; for consideration of $1.2 billion
• Joint venture of Oracle Corporation, Myriad Genetics, Inc. and Hitachi, Ltd. to map the human proteome in less than three years.

Financial Services

• Acquisition of ABD Insurance and Financial Services, Inc., a leading regional insurance broker, by Greater Bay Bancorp, a leading regional bank holding company, for $194 million
• Acquisition of MFN Financial Corp.; merger with Consumer Portfolio Services, Inc. for consideration of $100 million
• Sale by eosbank of its Laguna Hills branch to Gateway Business Bank for consideration of $93 million
• Tax-free merger of First Financial Corp. with Washington Trust Bancorp for $38 million in stock and cash
• Sale of First International Bancorp, Inc.; tax-free merger with United Parcel Service, Inc. for $80 million in stock
• Sale of three branches of Fleet National Bank to The Community's Bank, in an asset sale for $70 million in cash
• Represented Fox-Pitt Kelton, Inc. in the merger of People's Bancshares, Massachusetts and FirstFed America, Massachusetts for a consideration of $72 million
• Represented Fox-Pitt Kelton, Inc. in the acquisition of Kaye Group, Inc. by Hub International Limited for $127 million
• Sale of Mt. Diablo Bancshares, a financial services company, to Greater Bay Bancorp; consideration of $50 million
• Sale of PW Funding Inc. to Charter Mac Corporation in a stock sale for $40 million in cash
• Acquisition by Union BanCal Corporation of First Western Bank for $45 million
• Sale of UST Corp.; merger with Citizens Financial Group, Inc., for consideration of $950 million
• Acquisition of Kerman State Bank by Westamerica Bancorporation for consideration of $15,000,000
• During this period, we have represented buyers, sellers and investors in transactions involving asset management firms, including Liberty Financial, Welch & Forbes, Iridian Asset Management, Barrett Associates, Rosemont Partners, Asset Alliance, Yeager, Wood & Marshall, Towneley Capital Management, Stein Roe, and McDonnell Investment Management, with aggregate consideration in excess of $1.5 billion

Industrial

• Sale of Chatwins Group, Inc.; merger with Reunion Industries; for consideration of $85 million
• Sale of Chemfab Corporation to a subsidiary of Compagnie d'Saint-Gobain; a tender offer for a consideration of $175 million
• Acquisition of Palo Alto Products, Inc., a leading enclosure design and manufacturing company, to Flextronics, Inc., a major contract manufacturer; consideration of $270 million
• Joint Venture between Hyundai Motor Company, DaimlerChrysler AG, and Mitsubishi Motors Corporation to form the joint venture company, Global Engine Alliance LLC
• Sale of IMPAC Group to Westvaco Corporation, a merger for consideration of $500 million in cash
• Sale of assets and leveraged buyout of Leigh Fibers, Inc. to Blue Point Capital for $60 million
• Sale of Naltex, Inc. by its stockholders (Weston Presidio Capital) to RFE Partners in a $45 million merger
• Acquisition of Shanklin Corporation by Sealed Air Corporation; a stock acquisition for $58 million in cash
• Acquisition by Sumitomo Bakelite Co., Ltd. of a division of Occidental Chemical Corporation; a stock and assets acquisition for $150 million

IT / Telecomm

• Sale of AwardTrack, Inc., an Internet-based marketing and advertising company to 24/7 Media, Inc. for $75 million
• Sale of stock by The Commercial Exchange Company to eBay Crossborder for $32 million
• Sale of Datamark, Inc. by its shareholders; merger with Impower, Inc.; for $60 million in stock
• Acquisition of Customer Analytics, Inc. by Exchange Applications, Inc. in a merger for consideration of $100 million
• Sale of Holographic Lithography Systems, Inc. to Optical Switch Corporation in a sale of assets for consideration of $50 million in Optical Switch preferred stock
• Acquisition by iBasis, Inc. of stock of PriceInteractive, Inc. in a cash and stock merger for consideration of $110 million
• Sale of iTheo, Inc. to Artisan Networks, Inc.; consideration of $10 million
• Sale of Kendin Corporation, merger with Micrel, Inc.; $200 million in consideration
• Acquisition of Morecom Inc. by Liberate Technologies for $561 million
• Sale of Onex Communications Corp., merger with TranSwitch Corporation; a merger for $75 million in stock and cash
• Acquisition of e.spire Communications, Inc., CyberGate, Inc. and FloridaNet, Inc. by a company owned by George Schmitt, private investor, for consideration of $23,000,000 followed by the acquisition of the new company by Affinity Internet, Inc., for consideration of $36,600,000
• Acquisition of telecomm technologies, inc., stock-for-stock merger with Sonus Networks for a consideration of $600 million

Energy

• Sale of Energia Global International, Inc. to ENEL Green Power Holdings S.A., a subsidiary of Erga S.p.A., for $55 million in cash plus a $15 million earn-out
• Sale of the Benicia Refinery (Benicia, California) by ExxonMobil Corporation to Valero Energy Corporation for $895 million
• Sale of Golden Eagle Refinery (Pittsburg, California) by Valero Energy Corporation to Tesoro Petroleum Corporation for consideration of $1.125 billion