Mergers and Acquisitions

Our Practice

Pedersen's collaborative culture produces results for clients involved in mergers, acquisitions, and divestitures. We take the time to understand our clients' manufacturing, retail, consulting, distribution, or service businesses so that we can structure creative, effective solutions for individual transactions.

For buyers, sellers and lenders involved in such complex transactions as asset and stock sales, leveraged buyouts, and tax-free mergers and reorganizations, we perform all necessary due diligence, make all applicable state and federal regulatory filings, and draft all relevant documentation. Our lawyers regularly structure and draft joint venture agreements, strategic alliance agreements, and joint marketing agreements for a diverse group of clients.

We have substantial experience in advising business owners and corporate and individual fiduciaries that are selling their companies to an employee ownership plan, or ESOP.

Our Mergers and Acquisitions team reaches across firm disciplines to provide exceptionally effective and responsive representation to clients engaged in mergers, acquisitions, or divestitures. We regularly call on colleagues from:

• Taxation and Organization Planning – who devise and structure merger, acquisition, and divestiture transactions and resolve any potential federal and state tax issues.
• Technology and Intellectual Property – who review target company intellectual property filings and policies, website content, and privacy policies to ensure seamless compliance with federal and state laws, as well as advice regarding licenses, maintenance and support agreements for intellectual property acquired in the transaction.
• Banking and Financing – who structure, negotiate, and draft documents regarding the financing of the transaction and funding for the company's post-transaction operations.
• Employee Benefits – who review and modify employment policies and handbooks; evaluate potential employment liabilities; and develop employee benefit programs for the company after the transaction.

Our Experience

• Represented national for-profit secondary education provider in $27 million acquisition of regional competitor.
• Represented private equity fund in $3M sale of private drivers' education chain.
• Represented buyers in management-led purchase and combination of four private swim instruction schools.
• Represented Chicago-based science education provider in successive private equity raises.
• Represented a developer, producer and distributor of personalized gifts in its approximately $35 million merger with a publicly traded company, advising our client on the structure and closing of the transaction, including various intellectual property, employment and tax matters.
• Represented the sellers of a $37.5 million domestic chemical company to an Australian entity.
• Represented an equipment rental company in a $20 million sale of one of its divisions.
• Advised non-ferrous metal forging company in its $10 million sale to a financial buyer.
• Represented a Chicago-based private equity fund in a $50 million sale of their private label personal care products business to a major competitor.
• Assisted a small market radio station consolidator in its purchase of 47 radio stations with a combined market value of more than $50 million.
• Represented a national laundromat chain in more than 25 acquisitions of more than 60 locations.
• Represented the sellers of a consolidated direct mailing company in their $60 million sale to a strategic buyer.
• Represented purchasers of a $6.5 million Dutch-owned consumer product packaging company.
• Represented a publicly traded lodging company in its acquisition of 10 hotel facilities over a six-month period.
• Drafted the joint venture agreement between a technology client and a competitor.
• Developed and negotiated strategic alliances between a large travel agency client and web site developers that create private label web sites for customers.
• Assisted the investors of a major downtown Chicago commercial development in negotiating with the real estate developer and drafting a joint venture agreement.
• Represented a developer of a major riverfront parcel in downtown Chicago in a joint venture with a division of a national hotel concern to build a congregate care retirement community.
• Negotiated and drafted strategic alliance agreements that integrated our client's databases of federal and state health, safety, and transportation regulations with other companies' software programs.
• Represented a Midwestern holding company with direct mail service operations in the formation of a new subsidiary to facilitate its acquisition of a direct mail and drug sample fulfillment business and in the placement of senior and mezzanine financing for the transaction.
• Represented a group of private investors in its acquisition of a publicly traded citrus distribution company's stock from a New York-based hedge fund.
• Represented an entrepreneur in the acquisition of a Chicago-based scaffolding rental company.
• Represented an entrepreneur in the acquisition of an Indiana-based ski resort and its related retail operations.
• Acted as counsel in a complex multi-step transaction involving the formation of a holding company, as well as the negotiation, financing and consummation of a redemption transaction in which an ESOP became the 100% owner of a Chicago-based manufacturer of injection molds and a second company that manufactures injection-molded products.
• Represented the majority shareholder in the 100% ESOP-leveraged buyout of a Chicago metal stamping company.
• Represented a major regional medical supplies distributor in the sale of its business and assets to a publicly traded national distribution company.