Mergers & Acquisitions

From start-ups to national industry leaders, financial investors to strategic buyers, we know the specific challenges that buyers, sellers and investors face and provide guidance and expertise in assisting them in closing their transactions and achieving their goals.

Overview

For decades, we’ve served as trusted advisors in counseling growing public and private companies on all aspects of mergers, acquisitions, investments and joint ventures throughout the U.S. and abroad. We work with companies in all stages of their life cycle, from startups to national industry leaders, and we have extensive experience with middle market companies and the M&A realities they confront. Our clients run the gamut from family owned businesses looking for an exit strategy to private equity-owned platforms looking to dominate a market. We help our clients succeed through creatively structured deals that range in enterprise value from less than $5 million to over $1 billion.

By developing long-term relationships with our clients and a thorough understanding of their industries, we have amassed deep expertise in consumer products, healthcare, finance, logistics and transportation, manufacturing and distribution, telecommunications, software and technology. This expertise allows us to anticipate potential hurdles and uncover opportunities for our clients’ growth.

When necessary, we rely on a strong team of professionals in our Securities, Finance, Tax, Employee Benefits, Intellectual Property, Environmental, Real Estate and other practice groups. Our multidisciplinary approach means that we staff each deal with the perfect team for helping our client to successfully achieve their goals and consummate their transactions. We often hear from clients that they appreciate the creative solutions, improved results, efficiency, and value that this approach to client service delivers. We actively encourage alternative fee arrangements to ensure that client value expectations align with their transactional goals.

Experience

  • Represented a large hospital system in the development of a professional services agreement for the development and offering of general surgery services.
  • Represented a large regional health system in the acquisition of a privately held, joint venture ancillary service provider.
  • Represented a large hospital system in the development of a regional urgent care joint venture arrangement, including tax strategy, corporate structure and regulatory analysis.
  • Represented a large regional health system in the corporate restructure of its operations from a Georgia Hospital Authority operated hospital to a restructured, tax exempt not for profit hospital.
  • Represented a large hospital system in the development of a single specialty (hospital-physician) joint venture ambulatory surgery center.
  • Assisted a large regional hospital system in the development and negotiation of an exclusive provider agreement for hospital based services.
  • Represented the leading online registration and club management system software company in its position as seller in a reverse triangular merger of the software company into a subsidiary owned by a public company in the sporting goods industry.
  • Represented a large hospital system in the development of a system-wide, multi-specialty, physician practice acquisition strategy and process; including all documentation and negotiation.
  • Represented a large regional hospital system in the development of a professional services arrangement, including all aspects of the transaction, including due diligence, negotiation of primary agreements, regulatory filings (state and federal).
  • Represented the lead investor in a $30 million Series B round investment in an early stage medical products company.
  • Represented a Georgia municipal hospital authority in its acquisition of a skilled nursing facility.
  • Serving as health regulatory counsel to private equity group in acquisition of substantially all of the assets of a national hospital chain. Transaction value in excess of $1 billion.
  • Serving as health regulatory counsel to private equity group in the acquisition of home health provider, including transfer of all necessary operational licenses. Purchase price was in excess of $5 million.
  • Represented an interstate trucking company in acquisition of regional refrigerated trucking company.
  • Assisted in representation of national food distribution company in its U.S. mergers and acquisitions and corporate structuring matters.
  • Assisted affiliate of Sysco Corporation with employee benefits aspects of $48 million acquisition of substantially all of the assets of European Imports, LTD, and certain of its affiliates. European Imports is a specialty foods distributor based in Chicago and also has operations in Atlanta, Dallas, Denver and Phoenix.
  • Assisted with due diligence for the acquisition of a pharmaceutical company.
  • Represented the lead investor in both a $10 million Series B round and $10 million Series C round investment in an early stage medical products company.
  • Represented the largest non-foods specialty distributor in the U.S. in its position as buyer in a leveraged acquisition of majority control of a refrigerated trucking and brokerage business, including all related equity, debt and restructuring issues.
  • Represented a physician specialty group practice in asset sale to tax-exempt hospital system and related development of a center of excellence. Varied employment arrangements for all acquired providers. Purchase price was in excess of $5 million.
  • Represented a national food distribution company in a $39 million purchase of the stock of a broad line foodservice distributor.
  • Represented a national food distribution company in a $33 million stock purchase and real estate acquisition of a broad line foodservice distributor.
  • Represented the seller of a nursing home facility and related assets located in Washington, DC in a $13 million transaction.
  • Over a 10 year period represented a major international real estate company in the purchase, sale and financing of real estate with a total transaction value of $8 to 10 billion. Representation included formation, operation and dissolution of joint ventures with regional and super regional shopping center, retail and industrial property owners, and the purchase, financing and sale of office building and industrial properties. The transaction size ranged from approximately $20 million to approximately $325 million, the securitized debt secured by jointly owned shopping center ranged from $70 million to approximately $200 million and conventional bank debt transactions were at various amounts up to $1.6 billion.
  • Represented a large hospital system in fraud and abuse analysis related to the development and securities offering of multi-specialty ambulatory surgery center.
  • Represented a large hospital system in the negotiation and drafting of a specialty joint venture agreement, including all regulatory analysis and drafting of corporate transaction documents.
  • Represented a national food distribution company in a $40 million purchase of all of the assets of a broad line foodservice distributor.
  • Represented the management of a division of a multi-national public company in successfully acquiring the assets of the division in a “Stalking Horse” Bid in the US Bankruptcy Court in Delaware. After acquiring all of the assets, he represented the company for more than ten years in various corporate matters until he assisted the client in a stock sale of the company to a large public company.
  • Over the course of nine years, represented a series of three Sprint PCS network partners with respect to their affiliation agreements with Sprint. Advised the clients with respect to all aspects of the contractual relationships and represented two of the affiliates in the ultimate sale of their businesses.
  • Represented client in nationwide joint venture formation involving multiple 401(k) retirement and self-funded medical plans; designed protocols for administering multiple plans on an ongoing basis post-transaction.
  • Represented solo physician specialty practice in asset sale to publicly traded physician management company. Transaction included negotiation and transfer of exclusive services agreement with multiple area hospitals. Development of post-closing contingent compensation system tied to individual physician requirements and needs. Varied employment arrangements for all acquired providers. Purchase price was in excess of $4 million.
  • Represented a 30-physician specialty group practice in stock sale to publicly traded physician management company. Transaction included negotiation and transfer of exclusive services agreement with multiple area hospitals. Development of post-closing agreement on management and policy that included recognition of senior and junior physicians, intra-practice leadership and transition models. Varied employment arrangements for all acquired providers. Negotiation and early termination of office lease, including all physician guarantees. Purchase price was in excess of $70 million.
  • Served as lead counsel in a “going private” transaction for manufacturing company, Color Imaging Inc., which had more $100 million in revenue at the time.
  • Represented a financial services entity in connection with its $525 million sale to international financial institution.
  • Represented a private investor in connection with an investment in and the subsequent $236 million sale of a medical products company to a public company. Even though our client did not control management of the company, it did have a veto over a sale. As a result of this veto, and our client’s experience in negotiating transactions, our firm played a major role in negotiating and documenting the sale.
  • Represented of physician specialty group practice and related ambulatory surgery center in asset sale to tax-exempt hospital system and related development of a center of excellence. Transaction included development of post-closing agreement on management and policy.  Varied employment arrangements for all acquired providers. Purchase price was in excess of $4 million.
  • Served as lead counsel in a going private merger transaction for healthcare software company, CareCentric Inc.
  • Served as lead counsel in a going private transaction for construction company, Kimmins Corporation.
  • Successfully obtained a $3 million arbitration award for rescission of a Securities Purchase Agreement for a title insurance company.
  • Served as buyer’s counsel in the acquisition of substantially all of the assets of a recovery audit firm valued at $70 million in cash, $13.3 million in common shares and $70 million in earn out payments.
  • Performed due diligence focused specifically on a Target Company’s multiple government contracts on behalf of my client, the purchaser of such Target Company.
  • Represented national foodservice distribution company in numerous acquisitions of regional competitors valued in excess of $500 million.
  • Represented telecom and technology companies in the successful purchase or sale of their business. Transactions include the acquisition of Contel by GTE ($6 billion); the sale of Horizon PCS to iPCS ($240 million); the sale of Gulf Coast Wireless to Sprint; the sale of Contel Credit to GE Capital.
  • Successfully sold the operating company of a large Atlanta-based grocery store chain to a private equity firm, while simultaneously spinning off the real estate in a publicly traded distribution to the owners of the operating company. In an innovative procedure, the public limited partnership then leased the property back to the real estate firm for use in operations.
  • Represented Moovies Inc. in the merger of nearly 10 video rental companies throughout the Southeast. In an innovative and complex procedure, the owners all signed a contract to merge and go public simultaneously, and the proceeds from the public offering were used to close on the deal, pay off any debt, and provide the owners with cash, as well as shares in the merged company, resulting in $100 million deal. Ultimately, the new company multiplied to approximately 400 stores nationwide by acquiring smaller chains after the merger.
  • Led the public offering of Sysco Corporation, Fortune 100 national food distribution company, from its beginning to the present, including more than 100 acquisitions, dozens of public company offerings and listing on the New York Stock Exchange.
  • Represent multi-unit franchisee in connection with its acquisition of numerous restaurants and related corporate matters.
  • Representing a medical practice and real estate development company in the analysis of Stark, federal anti-kickback, state certificate of need rules and corporate practice of medicine rules in conjunction with an analysis of various equity investment options to be made available to physician-investors in a $15 million medical office building and subsequent tenant-based health care service providers (e.g., laboratories, imaging centers).
  • Served as lead counsel for a development of regional 20+ physician group practice utilizing clinical integration and financial integration. Transaction included negotiation and establishment of employments agreements, operating agreement and management agreement in compliance with both federal fraud and abuse and anti-trust compliance requirements.
  • Assisted in representation of a publicly traded UK software company in its acquisition of a Georgia-based software company.
  • Served as special sellers counsel in a $60 million divestiture of a portfolio of skilled nursing and assisted living facilities to a REIT.
  • Representing industry leader in the foodservice business, Sysco Corporation (NYSE: SYY), in its domestic and international mergers and acquisitions and corporate structuring matters.
  • Represented a global freight forwarder in its acquisitions.
  • Represented an interventional radiology practice in a sale to New York Stock Exchange listed company.
  • Represented a large hospital system in the negotiation and drafting of a specialty co-management agreement including all corporate transactional agreements and development of applicable co-management measurement metrics in compliance with federal fraud and abuse requirements.
  • Represented India-based technology company, NIIT (USA) Inc., in its $110 million sale of Element K, an e-learning company, to SkillSoft, and its related strategic partnership with SkillSoft.
  • Represented buyer in leveraged acquisition of majority control of refrigerated trucking and brokerage business, including all related equity, debt and restructuring issues, and the reorganized company in multiple follow on acquisitions.
  • Served as buyer’s counsel in $160 million acquisition of a portfolio of skilled nursing, alternative living and independent living facilities.
  • Successfully represented CryoLife, Inc. (CRY:NYSE), a leading medical device and tissue processing company focused on cardiac and vascular surgery, in its tender offer to acquire Cardiogenesis Corporation, a leader in the treatment of severe angina, for approximately $22 million.
  • Assisted Ilim Timber Industry, a large Russian timber processing company, in its $55 million acquisition of Tolleson Lumber Co. in connection with the employee benefits aspects of the transaction.
  • Represented a high net worth individual limited partner in its investment in a healthcare operating company.
  • Served as buy-side counsel for strategic acquisition of infrastructure assets for wholesale distribution of petroleum products and renewable fuels in the energy sector.
  • Represented India-based technology company, NIIT, in its $110 million sale of Element K, an e-learning company, to SkillSoft, and its related strategic partnership with SkillSoft.
  • Provided corporate finance and real estate advice, including a nonconsolidation opinion, in connection with the sale of majority equity interest in largest national temperature-controlled warehousing and logistics services company, and related financing.
  • Represented Bond International Software, a publicly traded United Kingdom software company, in its acquisition of a Georgia-based software company, which also involved the acquisition of debt held by foreign creditors and the issuance of shares registered on the London Exchange.
  • Assisted in representation of Atlanta-based private equity firm in its leveraged acquisition of majority control of a nationwide leader in debt resolution and collateral recovery.
  • Represented global ocean and air freight forwarder and logistics provider in connection with multiple acquisitions and roll-up of various domestic competitors with an Asian footprint.
  • Assisted client in the acquisition of sports league franchise system and thereafter provided legal counsel on franchise regulatory and contract issues.
  • Represented a publicly-traded pest control company in the $137 million acquisition of a national competitor.
  • Served as counsel to a public company in a sale by closed auction resulting in a $300 million cash merger transaction with Ecolab, Inc.
  • Represented a innovative technology and life sciences company in a sale of a division.
  • Served as counsel to Glades Pharmaceuticals, LLC, the generic products subsidiary of Stiefel Laboratories, in the sale of substantially all of its assets to Perrigo Company for approximately $60 million in cash.
  • Represented a real estate investment company as a bidder in a hostile tender offer for a publicly traded motel chain, which evolved into a negotiated going private acquisition.
  • Represented Gulf Coast Wireless Limited Partnership, a regional wireless telecommunications company, in the $287.5 million sale of its business to a national strategic partner.
  • Successfully represented Sysco in connection with $200 million cash tender offer for Guest Supply, Inc., a Nasdaq listed company.
  • Served as counsel to seller in a $32 million divestiture by sale of assets of MedSurg Industries, a custom procedure tray division of Microtek Medical, to Allegiance Healthcare.
  • Served as counsel for acquirer in a stock-for-stock acquisition by merger of publicly traded healthcare company.
  • Achieved a complex merger of two long-standing non-profits that involved multimillion-dollar combined operations. The team resolved a myriad of legal issues, including corporate, real estate, environmental, and tax filing matters.

    Recognition

    IFLR 1000 recognizes our firm and individual lawyers as leaders in Corporate / M&A among top financial and corporate law firms in Georgia.

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