Halloran & Sage attorneys have extensive experience representing businesses in mergers and acquisitions of all sizes and for a variety of industries. We handle all aspects of the purchase or sale of a business, regardless of whether it is a merger, asset or stock transaction. We have a particular strength in mergers and acquisitions of closely held businesses and in advising these businesses about all aspects of liquidity events, succession planning and exit strategies. This includes buy-sell agreements, stock redemptions, ESOPs, insurance programs, family trusts partnerships and limited liability companies, recapitalization with debt, private equity or multiple classes of securities, and initial public offerings.
Our lawyers bring practical experience in business to their in-depth knowledge of the law. This dual understanding of business and law enhances our ability to focus due diligence activities on what matters, identify and manage risks, devise practical solutions, negotiate from strength and achieve our clients' goals, whether for strategic growth or an exit strategy with appropriate protections against known and unknown risks. More specifically, we help clients manage risk through proper transaction structuring, warranties, and documentation including indemnifications, covenants not to compete and confidentiality agreements.
In mergers and acquisitions, we start by understanding the client's long-term goals along with its short-term objectives. We work closely with you to ensure that you achieve both. Our goal is to provide our clients with value-added services through skilled negotiation and creative craftsmanship.
Rep Matters
H & S Executes Founders’ Business Exit Plan Through Stock Sale
Halloran & Sage assisted the founders of a Fairfield County business transition the business into new ownership through a complex stock sale. Partner Bob Cox, counsel Joe Biraglia and associate Casey O’Connell structured a deal whereby the founders realized nearly $7,000,000 in proceeds, while providing for continued employment with bonuses, an option to purchase affiliates of the business, and the favorable resolution of issues relating to buyer financing.
H & S Represents Regional Bank with Credit Facilities to State Family-Owned Companies
Halloran & Sage represented a regional bank in the documentation, negotiation and closing of 7 separate credit facilities, including mortgage loans, revolving lines of credit, term loans and letters of credit totaling $9,462,049.27 in the aggregate, which were made to several family-owned and affiliated Connecticut ambulance and limousine service companies. The proceeds of the credit facilities were used to refinance the existing indebtedness of the companies, and will also be used going forward to finance new vehicle acquisitions and as a source of working capital.
The credit facilities are secured by mortgages covering over 20 properties owned by the various entities throughout Connecticut, security interests in all business assets of the companies (including all ambulances and limousines), and equity pledges from the principals of the companies. The transactions led by business law partner Robert Cox and attorney Matthew L. Teich also required accommodating existing financing of the companies’ Employee Stock Ownership Plan, which was subordinate to the People’s United Bank financing.
Manufacturing Company Represented in Asset Sale
Halloran & Sage represented a Connecticut manufacturing company in the negotiation, documentation and closing of a sale of the majority of the company’s assets. The complex and wide-ranging transaction led by business law partner Robert Cox and assisted by attorneys Matthew Teich and Casey O'Connell included negotiated solutions regarding the status of the company’s inventory, real estate, accounts, liabilities, employment matters and contractual obligations, and was closed in time to meet a strict year-end deadline. As part of its representation of the company, Halloran & Sage also effectuated a restructuring of the company’s various business entities in the immediate aftermath of the asset sale to help the company successfully manage difficult taxation issues.
Business Entity Restructured after Dissolution and Merger
Halloran & Sage represented a Connecticut manufacturing company in a significant restructuring of its business entities in the immediate aftermath of an asset sale. The restructuring, included the creation of a new limited liability company, the merger of a corporation with and into an LLC, and the dissolution of an existing LLC. Each step of the transaction, led by business law partner Robert Cox and attorney Casey O'Connell involved precise timing to allow the principals of the companies to successfully navigate complex taxation issues by effectuating the restructuring during the small window of time between the execution of the asset sale and the end of the calendar year.
Firm Represents Regional Bank in Refinancing Credit Facility and Acquisition
Halloran & Sage represented a regional bank in refinancing credit facilities previously extended to a prominent Connecticut based company, with a separate mortgage, term and line of credit loan in the aggregate amount of $35,000,000. The additional proceeds were used to finance the company’s acquisition of a local competitor. Halloran & Sage, led by business law partner Robert Cox and attorney Jaimee Z. Newman successfully counseled the bank through complex questions regarding the nature and extent of the bank’s rights to the unique assets owned by the company. The deal was negotiated, documented and closed within approximately 30 days, to accommodate the seller’s year-end deadline.
Firm Represents Regional Bank in Connection with Senior Financing to CT Manufacturer
Halloran & Sage represented a regional bank in connection with the making of a $2,500,000 mortgage loan and $1,500,000 revolving line of credit to a Connecticut manufacturing company engaged in designing and building test equipment for the aerospace, power generation and industrial industries. The proceeds of the mortgage loan were used to finance the acquisition of the company and the real estate serving as its principal place of business by a group of investors and a prominent venture capital firm.
The revolving line of credit loans will be used to provide working capital to the company going forward. The venture capital firm also provided financing for the acquisition, which was subordinate to the banks financing. The Halloran & Sage team, led by business law partner Robert Cox and attorney Matthew Teich, documented, negotiated and closed the transactions in fewer than two weeks in order to accommodate a required year-end closing. Completion of the transactions ensures that the company will continue operations in Connecticut and provide jobs to Connecticut residents for the foreseeable future.
Transactional Group Counsels Bank in Modifying and Expanding Multiple Credit Facilities to a Prominent Connecticut Company
Halloran & Sage represented TD Bank, N.A. in substantially modifying and expanding upon various credit facilities previously extended to a prominent Connecticut based company. In addition to providing working capital for the company, the facilities will provide financing for the construction of an addition to the company's headquarters, necessitated by a simultaneous merger transaction. To accommodate the Borrower's desire for fixed rate financing, a forward start interest rate swap was successfully completed relative to the construction facility, intended to become effective upon completion of the addition. Halloran & Sage's prior experiences with such transactions enabled it to accurately document, and counsel both the Bank and Borrower through, the complex process. The Halloran & Sage team was led by business law partner, Robert Cox , and also included real estate associate, Jaimee Z. Newman.
H & S Assists In Acquisition And Introduction Of International Line
H & S has been instrumental in assisting a client in the strategic acquisition of a new product line to introduce into its North American, Pacific Rim and European Union marketing and distribution chains.
H & S Assists In International Expansion Endeavors
H & S recently guided a large New England based firm as it acquired its distributorship in Australia as part of its program of international expansion. We were ably assisted in this transaction by our fellow ALFA International member firm in Sydney, Tress Cox. We are also serving as a member of the same client's team of advisors evaluating other international expansion opportunities. We will also be aided in this effort by other ALFA International firms.
H & S Assists Client Close The True Sale Of $50 Million In Accounts Receivables To A Large Commercial Bank
H & S recently assisted a large private client negotiate, document and close the true sale of $50M of accounts receivable to the business credit division of a large commercial bank. This off-balance sheet transaction not only assisted the client in augmenting its otherwise substantial line of credit from a consortium of money center banks, but also, due to its off balance sheet characteristics, offered protection against the potential adverse affects of the soft economy on certain financial covenants.
H & S Provides Transactional Support to a Sporting and Athletic Goods Manufacturer Acquisitions
A team of attorneys from Halloran & Sage Mergers and Acquisitions Practice Group, led by Henry Beck, Jr. has negotiated, documented and closed several key asset acquisitions for The Burton Snowboard Company each of which had major international components in which various Halloran & Sage affiliates in the ALFA International Global Legal Network seamlessly assisted at a significant cost savings to the client.
Henry notes that, as with many M&A deals involving the acquisition of privately held mid-market companies the team's challenges and excitement in working until the Burton team come from piecing together due diligence results to craft and negotiate a risk-balanced transaction with win-win solutions.
Representing minority stockholders in a $15M stock purchase/leverage buyout of a $30M manufacturing company.
Representing the buyer in a $10M stock purchase of a manufacturing operation with environmentally impaired assets along with completing the Department of Environmental Protection Transfer Act compliance required to close the stock purchase.
Obtaining Probate Court approval and representing the estate in a stock sale of a $25M manufacturing operation to the United States subsidiary of a foreign corporation.
Representing the founding stockholders of a $35M manufacturing operation in the transfer of ownership to the family's next generation of owners.
Representing an international corporation in the sale and leaseback by its United States subsidiary of its manufacturing and storage facilities.
Representing an international financing company in its purchase of a $40M portfolio of leveraged lease transactions.
Representing a 1/3 owner of a company with $150M in sales in developing and implementing an amended and restated stockholders agreement which recast stockholder voting rights and addressed stockholder succession rights.
Representing a closely held real estate development and construction companies with respect to minority stockholder attempts to coerce the companies to buy them out.
Implementation of a stock option plan for the award of both qualified incentive stock options and nonqualified stock options to management employees with numerous exercise, payment and redemption options.
