Over the last five years, we have closed more than 250 M&A transactions, including stock and asset acquisitions, tender offers, mergers, joint ventures, leveraged buyouts, spin-offs, recapitalizations, structured auctions and roll-ups. In 2001, we were ranked among the top 25 M&A firms in the country in The American Lawyer Corporate Scorecard. We are experienced both with private company and negotiated public company transactions and work closely with our colleagues in other practice areas to structure and negotiate transactions efficiently. We have particular experience in acquisitions and dispositions through insolvency proceedings. For some of our clients, we participate in a “virtual law firm” and work not only with the client’s legal staff but also with lawyers at other firms.
Although we often handle much larger transactions, most of our representations involve transactions of under $2 billion. Our more than 50 M&A lawyers share a common vision – to provide exceptional legal services focused on our clients’ strategic objectives.
Below are brief descriptions of recent transactions that fairly illustrate the scope of our practice.
Tender Offer – An $850 million tender offer, including the successful solicitation of consents to restructure $990 million of publicly held debt.
Structured Auction – A $2.3 billion auction sale of a NYSE company in a cash tender offer.
Cash and Stock Acquisition – A $335 million cash and stock acquisition of a division of a public company, followed by a Rule 144A refinancing of the acquisition indebtedness.
Insolvency Proceedings – A $775 million attempted “stalking horse” acquisition in bankruptcy, which resulted in the issuance by the FTC of an injunction blocking a competitor’s attempted acquisition of the business, bankruptcy court litigation and the receipt by our client of a breakup fee in excess of $23 million, one of the largest breakup fees ever paid in a U.S. bankruptcy.
Rollups – Over 25 acquisitions for a NYSE financial services client aggregating more than $600 million; over 130 acquisitions for a NASDAQ company, ranging in size up to $975 million.
International – A $98 million acquisition of assets in the United, States, United Kingdom, Brazil and Canada.
Drinker Biddle lawyers represent private equity funds, their managers, promoters and investors throughout their life cycle, from formation to final distribution of investment proceeds. At its core, our private equity practice group focuses on control investments in, and the acquisition, operation and disposition of portfolio companies of private equity funds. We provide hands-on leadership by experienced lawyers.
We represent funds in complex and sophisticated transactions, including co-investment, control investments, buyouts, recapitalizations, mezzanine and venture transactions. Our particular strength lies in middle market mergers and acquisitions, with enterprise values ranging from $20 million to $500 million.
We have served as special counsel to some of the largest private equity funds in the country for regulatory aspects of their acquisitions and dispositions, especially involving federal and state regulation of educational institutions and communication companies, with the aid of Drinker Biddle’s leading national practices in those industries. We have also served as special counsel to private equity funds on environmental, employee benefits and tax matters.
We serve as general counsel to portfolio companies providing advice and counsel on general corporate and securities matters, tax planning, environmental concerns, labor and employment issues and employee benefits matters.
The range of our practice areas offers significant resources to assist funds and their investors understanding, evaluating and resolving deal issues.