• Mergers and Acquisitions

    Ensuring Alignment With Your Business Goals
    Behind every M&A transaction there’s a business goal that both buyer and seller have taken pains to develop, articulate and advance. Manatt’s Mergers and Acquisitions team works to fully understanding that goal because only when we’ve fully grasped its every dimension can we put together an M&A strategy that perfectly aligns with it.

    Once we know what you need to accomplish, we assemble a deal team to find the path of least resistance. A team capable of identifying opportunities, assessing risks and removing obstacles. A team that brings together the skill sets of seasoned attorneys from multiple practice areas, such as antitrust, environment, real estate; IP; tax, and labor and employment, among others.

    Talent to spare
    In assembling a deal team, we draw from a deep pool of standout talent to identify the appropriate senior-level lawyer to manage your transaction, from letter of intent through final closing.

    Combining the business savvy of a national law firm with the nimble, service-oriented approach of a boutique:

    • Our due diligence strategies focus on identifying key value drivers that align with your business strategy.
    • Our transaction structures are designed to be tax-efficient and tailored to your market position.
    • Our involvement covers all aspects of the deal—from sourcing and negotiating financing to securing regulatory approval, from identifying and addressing potential operational issues to handling all closing and postclosing matters.
    • Our attorneys liaise with regulatory agencies, including the SEC, FTC and DOJ.
    • Our rapid-response capabilities help clients seize opportunities, especially in situations where quick decisions and fast turnaround can mean the difference between success and failure.

    Buy- and Sell-Side Experience
    We serve a broad range of clients on both the buy and sell sides, including:

    • Public and private companies
    • Individual entrepreneurs
    • Family-owned businesses
    • Private equity funds
    • Large multinational corporations

    Industry Experience

    • Financial Services
    • Healthcare
    • Entertainment and media
    • Technology
    • Consumer products
    • Energy
    • Real estate

    Strategic Services

    • Mergers
    • Stock and asset purchases
    • Going-private transactions
    • Cross-border and domestic deals
    • Leveraged and management buyouts
    • Strategic acquisitions and spin-offs
    • Private equity investments and acquisitions
    • Tender and exchange offers
    • Unsolicited offers and takeover defenses
    • Fairness opinions
    • Special committee representations
    • Proxy contests
    • Share exchanges

    donloadable PDF 2013 Mergers and Acquisitions Tombstone

    donloadable PDF 2012 Mergers and Acquisitions Tombstone

    donloadable PDF 2011 Mergers and Acquisitions Tombstone

    donloadable PDF 2010 Mergers and Acquisitions Tombstone

    donloadable PDF 2009 Mergers and Acquisitions Tombstone

    Areas of Focus

    Antitrust

    Many mergers, acquisitions, divestitures and joint ventures do not raise antitrust problems. For those transactions that do, Manatt attorneys know how to guide a deal through the Hart-Scott-Rodino (HSR) review process at the Federal Trade Commission and the Department of Justice. We are skilled at securing early termination of the HSR waiting period and answering any requests for further information in a manner that keeps clients’ timelines on track. We also handle the antitrust implications of licensing arrangements, joint ventures and strategic alliances, particularly those that involve exclusive dealing or trade secret disclosure problems.

    Banking and Financial Institutions

    Manatt professionals have extensive experience in mergers and acquisitions of financial institutions (intrastate and interstate, entire organizations as well as selected operations). We consistently rank among the top firms for merger and acquisition transactions in the financial industry. We have handled many acquisitions and roll-up transactions for major banking clients, helped other clients sell, buy and merge with financial institutions nationwide, helped financial institutions acquire insurance agencies and leasing companies, and facilitated Federal Deposit Insurance Corporation (FDIC) receivership acquisitions. The range of transaction structures that we have facilitated in the banking industry include:

    • Bank-to-bank mergers 
    • Bank holding company whole bank acquisitions 
    • Savings banks and industrial loan company transactions 
    • Specialty finance company and insurance company transactions 
    • Control, stake-out or passive private investments 
    • Hostile takeovers and management buyouts 
    • Branch acquisitions and divestitures 
    • Acquisition of insurance agencies, broker-dealers and finance companies 
    • Foreign financial institutions and foreign investors in U.S. banks 

    Our Banking practice group can handle all regulatory issues under the Bank Holding Company Act, Bank Merger Act, Change in Bank Control Act, and many other applicable federal and state statutes. In addition, we handle required approvals by the Federal Reserve Board, the Comptroller of the Currency, the FDIC and other federal and state regulators.

    Bankruptcy and Restructuring

    Manatt attorneys have the business skill and technical knowledge to help our corporate clients take advantage of the strategic opportunities presented by distressed loan and asset acquisitions. We assist creditors of multinational and non-U.S. NYSE-listed companies in assertion of their rights and in restructuring of debtors, both within and outside the insolvency procedures of the U.S. and other jurisdictions. In today’s business environment, billions of dollars in quality assets are purchased out of Chapter 11 bankruptcy each year. We frequently represent existing clients looking to acquire assets of a bankrupt competitor, or new clients referred to us by parties in a bankruptcy filing who know our track record of successful distressed asset purchases. We use the techniques of a traditional corporate acquisition to shape the purchase strategy most advantageous to our client. We are familiar with brokers and financial institutions that facilitate distressed asset acquisitions, as well as the hedge fund community, and understand their strategies. We focus on crafting a bid with the features best calculated to meet the needs of creditors and secure the approval of the bankruptcy court.

    Corporate Finance

    Our corporate counseling activities encompass all aspects of financing mergers and acquisitions, including leveraged buyouts and management buyouts. We are highly experienced in public offerings and private placements of debt and equity securities for transaction financing. We also deal with traditional financing vehicles, including senior credit facilities, as well as mezzanine, subordinated and vendor-facilitated debt facilities and roll-up strategies. We help clients prepare and file registration statements and proxy statements.

    Employee Benefits & Global Compensation

    Executive compensation and employee benefits issues arise in every M&A transaction and very often influence the form and structure of the transaction. Manatt’s employee benefit attorneys work with our M&A team to handle the due diligence phase of the transaction to identify potential benefit liabilities, negotiate the applicable transaction documents and assist in various transition issues. We assess and allocate the benefit and contractual liabilities that may accompany the acquisition or disposition of ongoing businesses among the parties involved. The participation of our employee benefit attorneys often involves the design and drafting of equity participation arrangements and golden parachute agreements, for which we analyze the potential income and tax implications.

    We often provide our clients with advice on issues of executive retention, severance arrangements and post-transaction workforce and benefit plan integration. We advise selling and acquiring companies about the impact of unfunded pension, healthcare and other benefit plan liabilities as they relate to the value of the acquired company and to restrictive covenants in the acquisition financing.

    Energy, Environment & Resources

    When mergers and acquisitions involve energy and resource interests, as well as industry sectors which raise environmental liability concerns, Manatt’s M&A counselors work closely with the firm’s energy, environment and resource attorneys to perform pretransaction due diligence and assessment to minimize or eliminate environmental problems. Our work includes evaluation of prior or current business location operations, on-site and off-site disposal practices and potential liability to or from adjacent property owners. We help clients achieve their strategic objectives, while both protecting against and allocating risk and liability. As a result, for example, we have been very effective in facilitating asset purchases and sales in the energy industry.

    Entertainment and Media

    We handle the intellectual property aspects of merger and acquisition deals for licensors and licensees involving motion pictures, television programming and book publishing. Our firm has worked in all aspects of business combinations that produce and internationally distribute feature films, music and digital rights. Manatt attorneys advise clients on new and emerging protection and digital rights management issues, as well as more traditional matters involving rights clearance, global work-for-hire concerns, and the scope of fair use involving motion pictures, new media and Internet technologies and applications. We negotiate and draft complex copyright development, transfer and licensing agreements, and advise on the tax consequences when a client acquires, sells or licenses intellectual property. Our work also includes due diligence on entertainment-related companies, and on the entertainment-specific aspects of M&A deals.

    Healthcare

    As a national leader in health law, Manatt has extensive experience in acquisitions of publicly held and private healthcare businesses, including leveraged buy-out transactions as well as mergers and divestitures. We assemble a multidisciplinary team to make sure that hospitals and medical centers are positioned to avoid investigation or litigation of antitrust claims over delivery of healthcare services. Our work with nonprofit hospitals and health systems also includes related issues, such as the tax treatment of divesting for-profit subsidiaries and divisions, and mergers or joint ventures with for-profit and other nonprofit organizations. We prepare all regulatory filings and secure necessary government approvals.

    Intellectual Property

    We are unsurpassed at crafting business transactions that enable our clients to realize maximum value from their intellectual property portfolios. Manatt IP attorneys form joint ventures and strategic affiliations, and play key roles in structuring mergers and acquisitions. Often our work is on behalf of emerging growth companies in advanced technology applications. We represent their intellectual property rights as part of an overall growth strategy through business combinations. Our attorneys draft and negotiate “straight” patent licenses, cross-licenses, assignment and “license-back” agreements, as well as manufacturing agreements related to acquisitions and joint-operating ventures. In addition, we work to determine maximum evaluation, exploitation and protection strategies for all intellectual assets involved in business combinations.

    International Operations

    The M&A group advises U.S. and foreign clients on cross-border mergers and acquisitions and related tax and finance considerations. International business combinations frequently involve the exchange of stock registered in another country. We set up the deal structures that make such exchanges possible and advise shareholders on the tax treatment of the stock they receive. In non-stock combinations with foreign partners, we ensure that the deal is structured to minimize the tax consequences, and make certain that the intellectual property and investment rights of our clients are protected.

    Beyond these direct business combination transactions, our ManattJones subsidiary helps clients develop and implement strategies to penetrate domestic and international markets through targeted acquisitions. It offers guidance to buying and selling companies regarding international market trends and opportunities, so they can make informed decisions on acquiring, keeping or divesting foreign operations. In transactions our ManattJones consultants offer a full range of business services, including:

    • Helping buyers understand the political and economic risks involved in the deal
    • Assessing the acquired firm’s international business strategy and operations and recommend changes
    • Providing due diligence on foreign business partners as acquisitions and as purchasers of divested operations 
    • Offering instructions and guidance for new owners on doing business and how to work with foreign governments, businesses and labor unions 
    • Assisting sellers of foreign operations in dealing with local political, press and labor implications 

    Our guidance has been particularly effective in transactions involving newly privatized businesses. For example, with the help of the professionals at ManattJones, a U.S. insurance company made a nearly $1 billion acquisition of a privatized Mexican insurance company.

    Labor and Employment

    Labor and employment issues can be among the most contentious aspects of complex M&A transactions. Our attorneys analyze the relevant labor contract and employee issues and advise on the due diligence investigations. One of our primary goals is to ensure that all facilities involved in a transaction comply with the Occupational Safety and Health Act. For all large employers, we counsel impacted parties on any requirements of WARN (Worker Adjustment and Restructuring Notice act) and CAL-WARN. In preparing documentation and due diligence for M&A transactions, we assess and allocate (among the parties involved) the benefit and contractual liabilities that may accompany the acquisition or disposition of ongoing businesses.

    We also handle post-acquisition planning regarding union organizing campaigns, collective bargaining, unfair labor practices, employee policies (including trade secret and confidentiality issues, avoidance of violence in the workplace, arbitration and equal employment opportunity counseling) and litigation that might arise with employees or former employees following any transaction.

    Litigation

    Manatt is a recognized leader in handling complex securities and corporate governance disputes involving mergers and acquisitions. We represent general partners, investment advisers, corporate officers and directors, underwriters, brokers, lenders and insurers in SEC proceedings and actions by state and industry regulators, with a particular emphasis on defending allegations of fraud and misrepresentation. Our litigators also defend corporate officers and directors in federal and state securities class actions and derivative lawsuits over mergers and acquisitions, and related disclosure issues.

    Nonprofit Organizations

    Manatt regularly handles the special organization issues of corporate transactions involving multiple not-for-profits, such as mergers and asset acquisitions, or the sale of substantially all of a nonprofit’s assets. For example, we provide antitrust and trade regulations counseling to guide the merger and acquisition activities of nonprofits such as health systems and trade associations.

    Real Estate

    We are particularly adept at counsel involving real estate investment trust (REIT) operations, including the purchase and sale of assets, as well as mergers and acquisitions. Our experience is part of Manatt’s general capabilities in resolving tax, environmental, development and valuation issues related to the acquisition, development, holding and disposition of interests in real estate.

    Taxation

    Manatt lawyers have the business experience and tax expertise to ensure that merger and acquisition deals incorporate the necessary tax planning to minimize federal, state and transactional taxes. When acting as seller’s counsel in a stock acquisition, we often utilize structures that combine cash and stock payment for maximum benefit, when stock can be received in payment by the seller tax-free. When representing sellers in an asset acquisition, we focus on issues such as avoiding two levels of tax and utilization of net operating issues. We also work to structure capital gains taxes to the seller’s maximum advantage.

    Our attorneys often advise buyer clients on depreciation, amortization and net operating loss strategies in the deal structure that provide substantial tax advantages once they assume control of the purchased business. We also help buyers (as well as prospective investors and lenders) with the tax aspects of financing the acquisition, particularly with regard to how tax considerations affect their borrowing costs in deals that emphasize cash. We also have substantial experience in the tax advantages of structuring divestitures by way of spin-offs or redemptions, and in structuring partnerships, limited liability companies and other transactional entities. When the transaction has cross border aspects, we provide advice and planning on international as well as domestic tax aspects.

    Technology

    We use our skill as business advisors to help growing technology companies accelerate their market penetration through strategic business combinations and alliances. As emerging technology companies often offer employees ownership in the company as a step toward further growth, we assist clients when corporate takeovers, mergers and acquisitions, and spin-offs and divestitures involve stock options and other complex equity compensation issues.

    Our work in the technology area is extremely diverse. We represent clients in software development and licensing, hardware development and manufacturing, medical devices, life sciences and telecommunications. We organize and obtain financing for biotechnology start-ups and represent them in mergers valued in the billions of dollars. Our M&A work for technology companies also involves growth opportunities that facilitate the acquisition of smaller companies by those with greater resources and marketing advantages.

    Attorneys & Professionals

    Email
    Name
    Office
    Phone
    Ashin, Brian Washington, D.C. 202.585.6549
    Bava, Gordon M. Los Angeles 310.312.4205
    Becker, Renée E. Los Angeles 310.312.4119
    Blair, Katherine Los Angeles 310.312.4252
    Boggs, Douglas C. Washington, D.C. 202.585.6645
    Boggs, T. Hale Los Angeles 310.312.4269
    Brunswick, Alan M. Los Angeles 310.312.4213
    Caginalp, Aydin S. New York 212.790.4610
    Conner, Lindsay Los Angeles 310.312.4229
    Denkowicz, Stephanie New York 212.790.4565
    Dillingham, Blase P. Los Angeles 310.312.4159
    Edelstein, Jeffrey S. New York 212.790.4533
    Eller, Robert M. Los Angeles 310.312.4338
    Fitzgerald, Donald J. San Francisco 415.291.7420
    Goldstein, Linda A. New York 212.790.4544
    Grasmick, Mick Los Angeles 310.312.4369
    Grinberg, David M. Los Angeles 310.312.4238
    Hallem, Timi Anyon Los Angeles 310.312.4217
    Hamburger, Jordan E. Los Angeles 310.312.4331
    Herbst, David W. Palo Alto 650.812.1320
    Hufschmid, Paula Los Angeles 310.312.4274
    Jones, James R. Washington, D.C. 202.585.6560
    Keen, Randall W. Los Angeles 310.312.4361
    Kelly, Brian S. Los Angeles 310.312.4175
    LaPallo, Francis J. Palo Alto 650.812.1357
    Leary, Thomas J. Orange County 714.371.2516
    Lemann, II, Monte M. Los Angeles 310.312.4231
    Maire Jr., Richard J. Los Angeles 310.312.4168
    Mannisto, Jeffrey A. Los Angeles 310.312.4212
    Marks, Laurence M. Los Angeles 310.312.4154
    Marshall, Ellen R. Orange County 714.371.2508
    Mayo, Martin V. Palo Alto 650.812.1391
    Miller, Craig D. San Francisco 415.291.7415
    Moyer, Craig A. Los Angeles 310.312.4353
    Newsom, Eric A. San Francisco 415.291.7418
    Nguyen, Dieu Los Angeles 310.312.4351
    Noskow, Alan M. Washington, D.C. 202.585.6525
    O'Loughlin, Matthew S. Orange County 714.338.2710
    Orlanski, Ben D. Los Angeles 310.312.4126
    Poletti, Thomas Orange County 714.371.2501
    Quicksilver, William T. Los Angeles 310.312.4210
    Schwartz, Scott A. Washington, D.C. 202.585.6534
    Schwenck, Charles E. Los Angeles 310.312.4124
    Sostrin, Jennifer L. Los Angeles 310.312.4218
    Taketa, Jason T. Los Angeles 310.312.4366
    Thompson, Martin J. Orange County 714.371.2530
    VanBrackle, Barrie Washington, D.C. 202.585.6530
    Wee, H. H. Sean New York 212.790.4566

    Mergers and Acquisitions

    Selected Clients

    • Account Control Technology
    • BMG Rights Management GmbH
    • Dignity Health (formerly known as Catholic Healthcare West)
    • East West Bancorp
    • Heritage Oaks Bank
    • Houlihan Lokey Howard & Zukin, Inc.
    • Kindred Healthcare
    • Mandalay Digital Group
    • Mann+Hummel GmbH
    • Moelis Capital Partners
    • Sucampo Pharmaceuticals

    Mergers and Acquisitions

    Representative Matters

    Recent experience include Manatt's representation of:

      • The Audit Committee of the Board of Directors of Sucampo Pharmaceuticals in its $80 million acquisition of Sucampo AG, a Swiss-based patent-holding company and its wholly- owned subsidiary, Sucampo AG Japan, a patent maintenance company, from the cofounders and majority shareholders of Sucampo Pharmaceuticals.
      • Pacific Capital Bancorp in connection with a successful recapitalization transaction pursuant to which a subsidiary of Ford Financial Fund, LP, invested $500 million in Pacific Capital. In connection with this recapitalization transaction, we also represented Pacific Capital in a debt tender offer involving approximately $188 million of trust preferred securities and subordinated debt and in the exchange of $180.6 million of preferred stock issued by Pacific Capital to the United States Department of the Treasury pursuant to the TARP Capital Purchase Program.
      • Cerberus Capital Management in its purchase of Caritas Christi Health System, one of New England's largest nonprofit hospital systems, with a total deal value of approximately $875 million. This transaction was the first instance where a major private equity firm acquired a large, regional nonprofit health system and converted it to a for-profit, tax-paying enterprise.
      • Bay Cities National Bank (renamed Opus Bank) in its $460 million recapitalization and change in control led by Stephen H. Gordon, its newly appointed Chairman, Chief Executive Officer and President. In addition to raising new capital from approximately 25 institutional and other accredited investors, Bay Cities converted from a national bank to a California state-chartered commercial bank and changed its name to Opus Bank.  In addition to Mr. Gordon, key investors in the transaction included funds affiliated with Elliott Management Corporation, funds affiliated with Fortress Investment Group LLC, and a fund affiliated with Starwood Capital Group.
      • BMG Rights Management (BMG) in several recent transactions that have aggregated over 1,000,000 copyrights in the past few years, including:
        • BMG's acquisition of R2M Music, procuring for BMG 12,000 copyrights, with 35 Top Ten hits. The transaction also encompasses the music publishing assets of former Transcontinent Musikverlag GmbH, including rights to an extensive German Schlager music catalog.
        • BMG's acquisition of Bug Music, whose renowned clientele includes the estates of  Johnny Cash, Willie Dixon, Muddy Waters, Woody Guthrie and Stevie Ray Vaughan as well as some of today's top musical artists, such as Pete Townshend, Iggy Pop, Ryan Adams, Wilco, The Guess Who and Jamie Foxx.
        • BMG's acquisition of Chrysalis, a leading independent music publisher, and its 100,000-song catalog that includes songs by David Bowie, Michael Jackson, Cee Lo Green and Blondie.
        • BMG's acquisition of Evergreen Copyright Acquisitions LLC, and its  catalog that includes songs recorded by artists such as Eric Clapton, MC Hammer, Michael Jackson and Nick Drake.
        • BMG's acquisition of Stage Three Music, a leading independent, international music publisher based in London, from its shareholders Apax Partners, Ingenious Ventures and the management. 
        • BMG's acquisition of Cherry Lane Music Publishing, whose roster of songwriters included leading performers ranging from Elvis Presley to the Black Eyed Peas.
        • BMG's acquisition of the music publishing catalog of Crosstown Songs America, consisting of more than 8,000 songs.     
      • Moelis Capital Partners as one of the lead investors in a $200  million recapitalization of Opportunity Bancshares. A substantial number of the investors in the transaction were private equity funds and hedge funds.  As a result, the regulatory approval process was a complex and long one with various federal and state regulatory agencies.  Opportunity Bancshares will be used as a platform bank to purchase additional banks in FDIC-assisted transactions.
      • East West Bancorp in its $10.4 billion acquisition of the assets of United Commercial Bank, who had been shut down by regulators following loan losses and misstated financial reports. Included in the acquisition was a large loan portfolio covered under a loss-sharing agreement with the Federal Deposit Insurance Corporation. The acquisition created the largest U.S. bank focused on the Chinese-American market, as well as the largest bank based in Southern California. 
      • Allied Cash Advance, a nationwide short-term loan provider, when it was in need of a loan itself when it had to refinance a substantial amount of subordinated debt but was unable to do so due to the collapse of the capital markets. Our lawyers and Allied's founders were able to achieve a non-bankruptcy recapitalization that not only preserved substantial value for the subordinated debt and equity holders, but also provided sufficient working capital that allowed Allied to continue providing loans to an underserved clientele in need of short-term financial services. This transaction won the 2010 Out-of-Court Reorganization of the Year award at the M&A Advisor's Turnaround Awards.
      • Both shareholders and management in poison pills and other potential takeover actions, including:
        • A group of private equity fund investors and a new management team, in a hostile-turned-friendly control investment in publicly traded Patient Safety Technologies, Inc. (PST). The convertible preferred stock investment started as a hostile takeover and proxy fight and resulted in the negotiated investment in PST, along with our client becoming the Chief Executive Officer of the company and the resignation of a majority of the board of directors. The company emerged with a strong management team and balance sheet.   
        • Sonus Networks, one of the world's largest communication and voice-network companies, when it faced a shareholder activist (an overseas private equity fund that during the previous two years had acquired a 25 percent interest) threatening hostile action and a proxy fight.  Manatt's lawyers advised Sonus in the adoption of a "poison pill" plan to protect the shareholders in the event of hostile actions by the activist shareholder and worked with the Board throughout the negotiations with the activist. Manatt's work led to the successful resolution of a difficult, complex and potentially damaging disagreement between the Board and the activist shareholder. The outcome left Sonus with a healthier set of corporate governance policies that protected all the shareholders against future hostilities.   
      • Investment banking firm Houlihan Lokey Howard & Zukin, Inc., in its acquisition of boutique advisory and valuation firm Red Pine Advisors.  When combined with Houlihan Lokey's brand, extensive network, global footprint and dedicated financial sponsor and industry groups, Red Pine's technology, client list and team will create the market-leading valuation firm for third-party valuations of structured products.
  • Awards & Rankings

    logo/img/@altRanked in California for Corporate/M&A Law 2011–2012

    logo/img/@altRanked Nationally for Mergers, Acquisitions and Buyouts 2009–2015