Practice Areas & Industries: Husch Blackwell Sanders LLP

Practice Group Overview

Our mergers & acquisitions attorneys advise clients in structuring, negotiating and completing domestic and international acquisitions and divestitures. We represent bidders, targets, public and private operating companies, boards of directors, committees of independent directors, private equity firms and management buy-out groups in transactions ranging in size from several million dollars to several billion dollars. We have managed and executed billions of dollars of merger and acquisition transactions for NYSE and NASDAQ listed companies. We also serve as regional transaction counsel, working closely with national law firms to complete noteworthy transactions.

Understanding that each acquisition or divestiture opportunity is unique, we begin each assignment by working with clients to develop and implement specific strategies designed to achieve client objectives. As we move from initial evaluation through due diligence and negotiation and on to closing and integration, we deliver solutions to the challenges that inevitably arise in order to achieve the client's business goals.

Services Available

Our practice experience includes a full range of transactions, including:

• Asset purchases
• Auctions
• Exchange offers
• Going private transactions
• Hostile takeovers
• Joint ventures
• Leveraged buy-outs
• Mergers
• Minority investments
• Proxy battles
• Restructurings and recapitalizations
• Sales of controlling interests
• Subsidiary spinoffs
• Stock purchases

We work with boards of directors and board committees to see that fiduciary duties are observed in the context of particular transactions. We also have significant experience representing clients in control contests, including both unsolicited takeover proposals and activist proxy contests. We routinely provide analysis and advice regarding implementation or removal of various types of takeover defense provisions, including shareholder rights plans, staggered board of directors, super majority vote requirements and the like.

Our mergers & acquisitions attorneys work closely with partners in other practice disciplines to identify, quantify and manage potential liabilities in the following areas:

• Federal and state tax
• Intellectual property
• ERISA and employee benefits
• Labor and employment
• Environmental
• Securities
• Regulatory and compliance
• Real estate
• Lending and creditor's rights

Clients:
American Italian Pasta Company, AmeriCast Technologies, Inc., Applebee's International, Inc., Aquila, Inc., Associated Wholesale Grocers, Inc., Bass Pro Shops, Big Cedar Lodge, Bio-Kinetic Clinical Applications, Inc., Bunzl Distribution USA, Inc., Commerce Bancshares, Inc., Commerce Bank, N.A., Continental Fire Sprinkler Company, Government Properties Trust, Inc., Herschend Family Entertainment Corporation, Highwoods Properties, Inc., Hoffco, Inc., Hutchens Industries, Insituform Technologies, Inc., John Morris Associated Companies, John Q. Hammons Hotels, John Q. Hammons Trust, Koch Industries, Inc., Kranson Industries, Inc., Mid-America Health Partners, Inc., Missouri Eagle, Monmouth Real Estate Investment Corporation, O'Reilly Automotive, Inc., Ozarks Coca-Cola/Dr Pepper Bottling Company, Premier Golf Management, Inc., Purcell Tire & Rubber Co., Stamina Products, Inc., The Wooten Company, Tortoise Capital Advisors, L.L.C., Tracker Marine Group, Treadwell Enterprises, West Corporation