Brody Wilkinson’s Business & Finance Group counsels emerging, closely-held and middle market companies in all types of business combination transactions including mergers, acquisitions, divestitures, joint ventures, leveraged buy-outs and recapitalizations. We understand the unique demands and challenges involved in complex transactions and provide highly responsive, sophisticated and cost-effective service from initial planning to post-closing.
Our attorneys represent clients through every step of a transaction including performing and evaluating due diligence; advising on initial structuring; negotiating and drafting letters of intent, term sheets, purchase and sale agreements and all other transaction documents; and managing related financing transactions. We also provide advice on a full range of issues inherent to these kinds of transactions in areas such as corporate governance, securities law, taxation, employee benefits and intellectual property.
We work on transactions of varying size and complexity that span a diverse mix of industries including software and technology (such as digital media and internet and mobile device applications), manufacturing, food and beverages, health care, energy and clean technology, business process outsourcing, consumer products, sports and hotel and hospitality.
Our attorneys handle all aspects of business combination transactions, including:
- Asset sales & purchases
- Auction sales
- Bid process letters
- Consolidations
- Cross entity & cross jurisdictional recapitalizations
- Due diligence
- Earn-outs
- Employee retention & termination
- Entity formation & entity filings with federal, state & local authorities
- Hart-Scott-Rodino compliance
- Intellectual property considerations & transfers
- Joint venture & joint development agreements
- Letters of intent
- Leveraged buyouts
- LLC membership interest sales & purchases
- Merger structure & documentation
- Non-disclosure, non-competition & non-solicitation agreements
- Stock sales & purchases
- Tax clearances & compliance
- WARN Act determinations
Representative matters include:
Representation of the purchaser in connection with its acquisition and financing of a 40-acre vineyard as well as the assets of its associated winery and events business.
Representation of the owner of a leading equipment distributor with the sale of her business and the negotiation of retention agreements with key employees.
Representation of a public corporation in connection with sale of two of its product lines for approximately $20M.
Representation of a public corporation in connection with its multi-million dollar acquisition of the assets and intellectual property of an out-of-state business and its associated real property.
Representation of a live event entertainment company in the purchase of the assets of an out-of-state music festival and helped negotiate the contracts related to the operation of the festival.
Representation of a privately held reinsurance brokerage company in connection with the sale of its stock to the subsidiary of an international entity for $100M, which included a $50M earn-out and a procurement of representation and warranty insurance.
Representation of the principal of a data and analytics company in a multi-million dollar sale of his equity interests in the company to a strategic buyer. The deal included post-closing earn-out payments, incentive bonus payments and an executive employment agreement for the principal.
Representation of the principals of a health care industry company in a multi-million dollar sale of their equity interests to a strategic buyer. The transaction was structured for tax purposes as a tax-free reorganization and conversion of the company from an S corporation into an LLC and then a sale of the membership interests in the LLC to the buyer. The transaction also included transition services agreements for the principals and a post-closing earn-out payment.
Representation of a safety products manufacturing and supply company in connection with its multi-million dollar acquisition of the assets, including the production facility, of a medical and sanitary wipes business.
Representation of the principals of a media strategy and buying agency in connection with their sale of a controlling interest of the company’s equity to a strategic buyer. The multi-million dollar sale included a two-year earn-out provision. As part of the transaction, the principals entered into employment agreements with the company.
Representation of entities formed to raise private equity and private debt financing for the acquisition, renovation and operation of an indoor sports facility. The matter involved many facets, including the negotiation of an operating agreement and key employee agreements, a real estate purchase with related due diligence and inter-creditor arrangements.
Representation of a seller in a multi-million dollar sale of the assets of multiple fast food franchise restaurants located throughout Fairfield County. The transaction also included the sale of real estate associated with the restaurant properties.
Representation of a group of senior employees of an electrical contracting firm in connection with their purchase of the operating assets of the firm from the company founder. The transaction involved structuring the purchase to maximize tax opportunities, assuming the leases of various business locations, acquiring SBA financing and adopting a comprehensive shareholders’ agreement among the new owners.
Representation of a Connecticut-based public company in connection with the multi-million dollar sale of an industrial property in Bridgeport. The transaction presented unique environmental issues.
Documentation and negotiation of a multi-million dollar licensing agreement with the manufacturer of an internationally marketed consumer beverage.
Completion of a large intra-family sale of operating and real estate companies under which second-generation family members succeeded to the ownership interests of their parents, while those family members not actively employed were cashed out.
Representation of a 50% owner of a Connecticut-based company in connection with the sale of the other 50% owner’s interest to an employee. The transaction included negotiation and preparation of a new shareholders agreement.
Representation of a veterinarian in the purchase of a practice from his employer. The transaction included a lease of the business premises and severance agreements with the employees of the business who were not being retained.
Representation of multiple dental practices in connection with acquisitions and sales involving stock and asset purchases and asset sales.
