Mergers, Acquisitions, & Divestitures
Jackson Walker has extensive experience representing clients involved in all types of mergers, acquisitions, dispositions, joint ventures and other strategic alliances, with exceptional experience in private equity, healthcare, and cross-border transactions.
We have represented clients, including publicly and privately held companies, as well as private equity funds and hedge funds, involved in merger and acquisition transactions, from large to small and from simple to extremely complex. Our experience includes a wide range of negotiated and contested transactions including: mergers, stock and asset purchases and dispositions, spin-offs, exchange offers, tender offers, proxy contests, going-private and going dark transactions, and leveraged buy-outs.
Guiding M&A transactions from start to finish
Our typical activities in M&A transactions include:
- Drafting and negotiating asset purchase, stock purchase and merger agreements
- Preparing filings under applicable securities laws (including proxy materials, registration statements, tender offer materials, Section 16 filings, Schedule 13Ds and 13Gs and other filings), the Hart-Scott-Rodino Act and other statutes
- Handling exchange offers, tender offers, proxy contests and going private and going dark transactions
- Counseling publicly and privately held companies, as well as private equity funds and hedge funds, boards of directors, special committees and in-house counsel
- Developing and deploying measures to deter or defend against hostile takeover attempts, including shareholder rights plans (“poison pills”) and bylaw and charter provisions
- Handling conversions, recapitalizations, reorganizations (both in and out of bankruptcy), spin-offs and other divestiture transactions
- Representing investment banking firms in connection with their fairness opinions with respect to these transactions
- Assisting in communications with analysts and the media
Taking an interdisciplinary approach
Our acute focus on each client’s unique needs leads us to approach each transaction with an interdisciplinary team of attorneys tailored to the specific transaction, handling the various corporate, securities, intellectual property, litigation, employee benefits, tax, environmental, antitrust, and other issues inherent in mergers and acquisitions. More recently our multidisciplinary teams have made extensive use of our Bankruptcy practice group and Litigation group in work-outs, transactions involving financially distressed companies, and in representing chapter 11 debtors and purchasers.
In the past few years alone, we have represented clients in connection with the following transactions:
- Represented a leading modular building and portable storage provider in the Western U.S. in the sale of substantially all assets for a purchase price of $260 million
- A merger of a NASDAQNMS-listed energy company into an NYSE listed electric company
- A complex cross-border acquisition of a French manufacturing company and the formation of joint ventures in Turkey and Lebanon involving significant tax, intellectual property and corporate law issues
- A leveraged recapitalization transaction in which a private equity firm acquired control of a broadband internet, cable television and telephone service provider
- Secondary market purchases by a hedge fund of funds of interests in over 198 different hedge funds valued at over $123.4 million
- A joint venture between a Texas-based spirits distributor in a transaction with the second-largest spirits and wine distributor in Illinois, creating the largest spirit, wine and malt beverage distributor in the state of Illinois
- A merger transaction involving the sale of a privately held, Dallas-based medical information technology company to a private equity fund in a transaction valued at approximately $400 million
- A sale of a minority interest in an Indian low-cost carrier airline listed on the Bombay Stock Exchange for all-cash consideration of approximately $41 million
- A sale by a privately held, Dallas-based medical information technology company in a $40 million merger transaction involving its sale to a private equity fund
- An acquisition by a public healthcare company of another public healthcare company by way of a stock exchange offer
- A sale of a public healthcare company to a public pharmaceuticals company by way of a cash tender offer in a transaction value at approximately $225 million
- An acquisition of an asphalt refinery following a Chapter 11 bankruptcy of the target resulting in a transaction value at approximately $45 million
- A sale of equity interests in privately-held manufacturer of baked goods to a publicly traded Colombian company for approximately $84 million
- Led the team advising the publicly traded seller of a refinery and related terminal, pipeline and feedstock assets for $115 million, including negotiation of the asset purchase agreement and complex transition and employee services agreements.
- Representation of one of the largest independent liquids terminal and pipeline operators in the nation in its acquisition of a refined products terminal in Linden, N.J. in a $142.5 million transaction.
December 16, 2024
Attorney News
Jackson Walker Announces Addition of Steven Day to Employee Benefits & Executive Compensation Practice
Jackson Walker is proud to announce that Steven W. Day has joined our Dallas office as a partner in the Employee Benefits & Executive Compensation practice group.
October 24, 2024
Speaking Engagements
Lauren Ciminello Moderates “Fireside Chat with a Family Office” for Association for Corporate Growth Dallas / Fort Worth
On Thursday, October 24, 2024, Jackson Walker partner Lauren Ciminello will serve as the moderator during a panel discussion at the 2024 ACG DFW Fort Worth October Content Program.
October 15, 2024
Attorney News
Larry Glasgow Receives Texas Law’s W. Page Keeton Award
Larry Glasgow was honored with the 2024 W. Page Keeton Award at the 20th annual Mergers and Acquisitions Institute hosted by The University of Texas School of Law’s Continuing Legal Education (UT Law CLE).
September 17, 2024
Attorney News
Jackson Walker Congratulates Its “Texas Super Lawyers” of 2024
Jackson Walker proudly announces the selection of 71 attorneys to Thomson Reuters’ 2024 “Texas Super Lawyers” list.
Each year, less than 5% of attorneys in Texas are named to the list. Selection is based off of peer nominations that are then reviewed by a research team. Each nominee is evaluated on his or her professional accomplishments, peer recognition, and community involvement.
August 22, 2024
Attorney News
Patrick H. Rose, IV Joins Jackson Walker’s Corporate & Securities Practice
Jackson Walker is pleased to announce that Patrick H. Rose, IV has joined as a partner in the Corporate & Securities practice group in the Dallas office.
June 6, 2024
Spotlight
Chambers and Partners Releases 2024 USA Guide Featuring 67 Jackson Walker Attorneys and 23 Ranked Departments
Jackson Walker is pleased to announce that Chambers and Partners has selected 67 attorneys and 23 departments for inclusion in the 2024 edition of the Global and USA guides. Attorneys were ranked across 27 departments, with 3 attorneys listed among multiple areas, 8 ranked nationwide in their respective areas, and 15 recognized for the first time.
June 4, 2024
Attorney News
Byron Egan and Larry Glasgow Ranked in Who’s Who Legal M&A and Governance Report
Byron Egan and Larry Glasgow were selected for inclusion in the Who’s Who Legal‘s M&A and Governance 2024 report on the leading practitioners in the global corporate legal market who manage a spectrum of transactions. Notably, fewer than 50% of practitioners are listed as “Recommended” in this report.
