Strategic Alliances & Joint Ventures

Overview

Like our clients, we understand that strategic alliances and joint ventures are often useful alternatives to traditional M&A transactions as a means to achieve key business goals. Companies can take advantage of strategic alliances or joint ventures to gain access to significant technologies, expand into new markets, fund or develop alternatives to internal research and development efforts, outsource non-core business functions, strengthen management and gain access to brands, distribution channels and customers. Ultimately relationships of this nature can, and are intended to, increase revenues and growth of the partners involved.

Given the complexity of the parties’ often divergent goals and interests, each strategic alliance arrangement or joint venture can be unique and must be crafted based upon a thorough understanding of the parties’ industries and businesses, as well as their requirements, objectives and concerns for their new arrangement.  We listen carefully to the parties and then use the perspective gained, coupled with our broad range of industry experience and a strong team of supporting regulatory, business, tax and intellectual property lawyers, to create a coherent structure that optimizes the goals of our client and meets the needs of all parties involved.

We have a deep familiarity of many different industries, including consumer products, healthcare, finance, logistics and transportation, manufacturing and distribution, telecommunications, software and technology.  We are able to leverage that industry knowledge with extensive experience in the structuring and negotiation of joint ventures as well as the unwinding of such arrangements when necessary to anticipate any pitfalls that might arise, including those related to management and corporate control, non-competition, exclusivity, exit strategies and dispute resolution, and address them before they can become obstacles to a successful alliance.  In this manner we add great value and achieve the best business results for our clients.

Experience

  • Represented Moovies Inc. in the merger of 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. The public company ultimately acquired.

  • 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.

  • 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 a joint venture of nonprofit Blue Cross/Blue Shield companies, in the sale of two informatics and data analytics subsidiaries, to a later-stage healthcare information technology company and to another Blue Cross affiliate.

  • Representing a German/Austrian automotive supply company in the buy-out of a US joint venture partner in US and Mexican manufacturing and sales facilities.

  • Represented NIIT in its joint venture and outsourcing transaction with Morris Technologies and in a strategic alliance/outsourcing transaction with Red Hat, Inc. the leader in open source software products.

  • 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 an investor in restructuring a $50 million loan and ownership structure relating to an offshore resort hotel. The representation was complicated by the refusal by some of the investors to participate in additional equity financing for the project and a contentious relationship with the hotel operator.

  • Served as counsel to a specialty pharmaceutical company in connection with the formation of a strategic alliance with a medical device development company to develop, market and sell obstetric products.

  • Represented developer/landlord Crescent Resources in development of 500,000 square foot (approximately) high-rise office building complex.

  • Drafted and edited numerous teaming agreement and subcontract agreements for a technology company serving as a subcontractor to multiple large systems integrators which hold prime contracts with various federal agencies.

  • 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).

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