MERGERS & ACQUISITIONS
Merger & acquisition transactions often require a keen attention to detail and nuanced decisions to be made. At Underberg & Kessler, we have a team of attorneys in Rochester, Buffalo, Canandaigua, and Geneseo whom are experienced in mergers and acquisitions representing both purchasers and sellers. Our attorneys will guide you throughout the entire process, taking action to pursue your goals for the transaction.
Considerations For The Purchaser:
What Do I Need to Know?
After determining what the goals of the acquisition are for your business, we have the capability to provide the following legal services:
Due diligence of the target
Assistance in determining the best deal structure
Drafting and negotiating the letter of intent and acquisition agreement
Advising on regulatory matters required for the purchase and operation of the target business
Organizing financing (whether through a bank or private equity sources)
Preparing ancillary documents for the purchase of assets or stock
Executing closing and any matters that arise after closing
Considerations For The Seller:
What Do I Need to Know?
If you are looking to sell, or have been approached and want guidance making the best decision for your business, we have the capabilities of offering the following services:
Due diligence production
Assistance of determining the best deal structure
Drafting and negotiating the letter of intent and acquisition agreement
Advising on regulatory matters required for the sale of the target business
Preparing ancillary documents for the purchase of assets or stock
Executing closing and any matters that arise after closing
Merger & Acquisition Experience
Our Experience in Western, NY and Beyond
•Represented a private company in a three-part transaction that involved a $5 million acquisition of all of the stock in a corporation that operated a complementary line of business, a $3.5 million sale of convertible preferred stock to a consortium of institutional venture capital investors and a $2 million bank credit facility. The legal work included drafting and negotiating the acquisition agreement, investment agreement, credit agreement, and all related instruments and agreements, assistance with our client’s due diligence investigation and response, and completion of the simultaneous three-way closing.
•Represented a privately held company in an $88 million acquisition by merger with a publicly held company. The legal work in the transaction involved coordination with investment bankers, assistance with due diligence, drafting and negotiating the merger agreement, advice to our client’s board of directors regarding its duties and obligations, tax advice and opinions to client shareholders, environmental review and completion of the closing.
•Represented a privately held company in the sale a line of business to a publicly held company in an approximately $15 million transaction, including negotiation and drafting of the asset purchase agreement along with ancillary closing documents.
•Represented a privately held purchaser in the acquisition of a competitor, that had operations domestically and in Asia. Our legal work involved drafting, negotiations, and closing the acquisition agreement, an employment agreement with one of the principals of the seller and coordination with special counsel handling the legal aspects of the Asian operations.
•Represented a corporation and its majority shareholder in connection with a $19,000,000 sale by all shareholders (of which one was an ESOP) of a portion of their stock to a private equity firm, resulting in the buyer acquiring a majority of the stock and termination of the ESOP. Our work included assistance with the due diligence process, negotiation of the letter of intent and drafting, negotiating and closing the definitive agreement and ancillary agreements.
OUR MERGER & ACQUISITION ATTORNEYS:
To learn more about our individual attorneys, please click on their picture to view their biography:
James A. Coniglio
Geneseo, NY
Steven R. Gersz
Rochester, NY
Anna E. Lynch
Rochester, NY
Helen A. Zamboni
Rochester, NY