PRACTICE AREA - Mergers And Acquisitions


Mergers And Acquisitions

Kleinberg Kaplan represents private investment funds, companies and entrepreneurs in a full range of mid-market purchase, sale and investment transactions. We have been recognized in 2013 and 2014 by IFLR1000, The Guide to the World’s Leading Financial Law Firms, for the excellence of our M&A practice group.

Our M&A team advises domestic and foreign clients on:

  • Proxy Contests and Tender Offers
  • Public and Private Mergers
  • Stock and Asset Purchases
  • Distressed Company Transactions, including Bankruptcy Sales
  • Stock-for-Stock Mergers
  • Purchases and Sales of Investment Management Firms

We also have extensive experience with:

  • Activist Campaigns
  • Joint Ventures
  • Workouts and Restructurings
  • Divestitures
  • Defensive and Target Reviews
  • Minority Investments in Public and Private Companies
  • Financings

Our clients are highly active in acquiring and disposing of businesses and in joint venture transactions. A selection of our noteworthy transactions includes the representation of:

Hedge Fund Manager M&A:

  • BBR Partners, LLC in connection with the sale of a minority equity interest to Lincoln Peak Capital
  • The principals of Brookville Capital Management, L.P. in the sale of Brookville’s assets to Morgan Stanley
  • Bank Hapoalim B.M., one of Israel’s largest banks, in connection with its agreement to acquire 50.01% of NuVerse Advisors LLC, a New York-based investment manager
  • The minority owners of LW Asset Management, LLC in the purchase of 100% of the ownership of the company
  • The acquisition by Abacus Holdings, LLC of a portion of the investment advisory business of Spears Grisanti & Brown LLC
  • ADAR Investment Management LLC in connection with the buy-out of one founder by the other founder and the restructuring of the company

M&A for Portfolio companies, including activism:

  • Lane Five Partners LP in its campaign to add directors to the Board of Ambassadors Group Inc.
  • Elliott Associates, L.P. in a proxy contest resulting in the open-ending of The Salomon Brothers Fund, Inc., the oldest and largest closed-end fund in the Citigroup family of funds
  • Third Avenue Management LLC in its campaign to add a director to the Board of Tellabs, Inc.
  • Paraline Group, Ltd., a portfolio company of Elliott International, L.P., as part of a buying consortium in the pending acquisition of Whittington Insurance Markets Limited, a leading provider of turnkey agency management services at Lloyd’s of London
  • Paulson & Co. Inc., on behalf of the investment funds and accounts managed by it, in connection with its investment in Harrah’s Entertainment, Inc.
  • Basso Private Series LLC in the sale of 100% of its majority interest in Independent Brewers United, Inc., the maker of Magic Hat and Pyramid beers, to a subsidiary of North American Breweries Inc., the brewery platform of KPS Capital Partners LP.
  • Elliott Associates, L.P. in connection with its acquisition of 100% of Vulcan Insurance Managers, LLC’s majority stake in ICAT Holdings, LLC, a catastrophe insurance company and underwriter of a Lloyd’s of London syndicate
  • Paulson & Co. Inc., on behalf of the investment funds and accounts managed by it, in connection with its investments in Conseco, Inc.
  • Elliott Associates, L.P. in connection with its investment in debt of debtor-in-possession Delphi Corporation and Elliott’s credit bid with other lenders to acquire certain Delphi assets
  • DellaCamera Capital Management in its campaign to unlock shareholder value in Enzon Pharmaceuticals, Inc., including by removing the CEO through a shareholder consent solicitation. As a result of DellaCamera’s campaign, Enzon’s Board of Directors separated the roles of CEO and Chairman, appointed a new Chairman, and added a new independent member of the Board
  • Third Avenue Management LLC in its joint venture with a public company to purchase the assets of a leading modular home manufacturer out of bankruptcy
  • Elliott Associates, L.P. in connection with the sale of its interest in the stock and notes of Answer Financial Inc. to the affiliates of White Mountains Insurance Group, and the related pre-packaged plan of reorganization of Answer Financial, Inc. under Chapter 11 of the bankruptcy code
  • Elliott Associates, L.P. in connection with its bid to acquire the assets of SemMaterials, L.P. under §363 of the U.S. Bankruptcy Code
  • Third Avenue Management LLC, on behalf of a consortium of hedge funds, in its reorganization, refinancing and purchase out of bankruptcy of a luxury golf course development in Texas
  • Elliott Associates, L.P. in connection with its bid to acquire assets and membership interests in entities related to White Cliffs Pipeline, L.L.C. under §363 of the Bankruptcy Code
  • Luxor Capital Partners, L.P., in the sale of its 50% interest in Palladon Iron Corporation, an iron ore mining company, for a total purchase price of $65 million to Palladon Ventures Ltd., a publicly-traded company listed on the Toronto Venture Exchange
  • Burlingame Asset Management LLC, the largest independent stockholder of Everlast Worldwide, Inc., in the public fight for control of Everlast
  • Third Avenue Management LLC in its unsolicited bid for Instinet’s institutionalized brokerage business
  • Black Horse Capital and Esopus Creek Value, LP, in a suit against Metromedia International Group Inc., and its board. The hedge funds challenged Metromedia’s efforts to sell the company’s remaining assets without obtaining the consent of its common stockholders. Metromedia had planned to file for bankruptcy and quickly sell the assets to avoid Delaware’s ban on such a sale
  • A large shareholder of ShopKo Stores, Inc. in opposing an announced sale transaction, eventually resulting in a substantially improved offer in which that shareholder participated in the acquiring bid
  • The largest shareholder of Dice Inc. in the sale of the corporation to several private equity funds
  • A substantial stockholder of Lexar Media, Inc. in opposing a planned merger with Micron Technology, Inc. resulting in a substantially improved offer

Traditional M&A

  • Logic Technology Development as it completed its sale to Japan Tobacco Inc. Goldman Sachs was Logic’s financial advisor. Logic is America’s premier e-cigarette brand, and the preeminent independent maker of electronic cigarettes in the U.S.
  • MESA Securities, Inc., a leading New York-based independent advisory firm that provides mergers and acquisitions, corporate finance, and other strategic advisory services, on its acquisition by Houlihan Lokey.
  • The equity owners of client Cherry Lane Music Publishing Company, Inc. and Cherry Lane Ventures LLC in the sale of Cherry Lane to BMG Rights Management, a joint venture between German-based Bertelsmann and private equity firm KKR.
  • Accessible Software (a computer systems control software company) in its $80 million cash-out merger into an International Business Machines Corporation (IBM) subsidiary.
  • AIL Systems, Inc. in its merger of equals with EDO Corporation – a New York Stock Exchange-listed company. We previously assisted with the acquisition from Eaton Corporation of AIL by certain members of its senior management and AIL’s ESOP, and the subsequent acquisition of Dorne & Margolin, Inc. by AIL.
  • Liberty Bond Services, a division of Liberty Mutual Insurance Company, on M&A strategy and options in connection with the bankruptcy of ANC Rental Corporation, the former parent of National and Alamo, and the subsequent sale of billions of dollars worth of its assets to Cerberus.
  • The shareholders of Expert Wireless Solutions, Inc. in the sale of the company to Tetra Tech, Inc., a publicly-listed company.
  • Sage Parts Plus, Inc. in its acquisition of the assets of Group IV, LLC and The Parts Plus Group, Inc., companies engaged in the business of selling replacement parts for aviation ground support equipment. We also negotiated the asset-based financing for this transaction.
  • Tekkote Corp., a manufacturer of coated release liners, in the sale of all of its assets to a publicly-traded corporation.
  • D. F. King & Co., Inc. in its joint venture with Fortix LLC creating an East Coast IT services data center.
  • Career Blazers in its merger with Staffing Resources, which merged two major employment service companies, and the subsequent recapitalization of Career Blazers, which involved a leveraged buyout of 75% of Career Blazers’ equity led by management and Thayer Capital Partners (a private equity firm).
  • Some of the individual shareholders of Jim Henson Company, Inc. in the sale of the company to E.M. TV & Merchandising AG for approximately $600 million.
  • The disinterested directors of Princeton Video Imaging in connection with the pre-packaged bankruptcy and §363 sale of company assets.

 

 


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