Practice Areas & Industries: Buchanan Ingersoll & Rooney PC

Practice/Industry Group Overview

Buchanan Ingersoll & Rooney has built its foundation and reputation on its mergers and acquisitions ("M&A") experience, and the attorneys in our M&A Practice Group continue to do hundreds of transactions each year, resulting in an aggregate value in the billions of dollars. Our M&A work includes acquisitions, divestures, strategic alliances, joint ventures and other partnering arrangements as well as mergers, management and leveraged buy-outs, corporate control contests and other business combinations. The firm serves national and international clients that include Fortune 500 and other public corporations, start-ups, high-technology companies and financial institutions.

Our M&A Practice Group experience covers many industries. In most cases, lawyers of the firm will already have a very strong working knowledge of the industry and have been involved in previous deals in the industry. We strive to understand the client's industry from the beginning of the transaction. In the past several years, for example, we have counseled clients on transactions in many industries including:

• Automotive
• Banking and financial institutions
• Biotechnology
• Communications
• Defense and aerospace
• Energy
• Health care
• Manufacturing
• Materials handling
• Media
• Metals
• Mining and minerals
• Security alarm
• Technology

Services Available

We understand that most clients want the deal completed as quickly as possible. The Buchanan M&A Practice Group has the depth and experience to finish the deal in the shortest time possible. When necessary, we have closed deals in a matter of days. We staff transactions with a lead attorney from the M&A practice group who puts together the right size team of M&A lawyers for the deal and calls on lawyers in the following areas of the firm as necessary:

• Antitrust and Trade Regulation
• Bankruptcy and Creditors' Rights
• Employee Benefits
• Environmental
• Government Relations
• Intellectual Property
• Labor and Employment
• Litigation
• Securities
• Taxation

The following is a representative list of recent M&A Practice Group transactions:

• Represented Parker/Hunter Incorporated, a large regional investment firm headquartered in Pittsburgh, in its merger with Janney Montgomery Scott LLC, headquartered in Philadelphia.
• Represented several senior care facilities and individuals throughout New Jersey in the sales of provider assets and shareholder stock totaling more than $43 million.
• Divestiture of a public company of five diverse businesses culminating in a $260 million tender offer for all of the stock of the company. Worked with company management and financial advisers over a two-year period to enhance and realize shareholder value by structuring transactions to take advantage of certain tax benefits.
• Directed the acquisition by a Fortune 100 electronics company of a NYSE-listed company for $250 million in stock.
• Public company's two-year serial acquisition of 24 private entities. Assisted client in determining form of acquisition (e.g., merger, stock or asset purchase). Used uniform merger and acquisition documents, such as asset and stock purchase agreements and merger documentation, in order to create uniformity among the transactions and assist client with assimilation of the businesses, as well as to help keep client's costs down.
• Represented a public company in the merger with a private company, including the issuance of $400 million in stock.
• Tax-free sale of a biotherapeutics company by means of a reverse triangular merger to a Nasdaq National Market biopharmaceutical company, accompanying proxy solicitation and registered public offering. Additionally, counseled acquiree with respect to intellectual property issues and provided litigation support prior to effective time of the merger. Pre-merger, we represented the acquiree in a secured convertible loan facility from the acquiror and assisted acquiree in speeding up the process of getting to a definitive merger agreement.
• $100 million sale of assets of one of the nation's largest privately held technology firms in a series of transactions. Provided tax advice that saved selling stockholders in excess of $5 million.
• $450 million sale of chemical treatment division of a U.S. company to foreign acquirer. In addition to general corporate work, provided legal counsel on employee benefits and antitrust issues.
• Counseled the purchaser in connection with the acquisition of a satellite communications network from a Chapter 11 debtor.

At Buchanan, we take a business approach to transactions. Many of our M&A lawyers have business experience in addition to their legal experience. We make a point of working closely with our clients and their outside advisors to fully understand the business goals of the transaction.