Mergers and Acquisitions

Davis Malm's expertise in the area of mergers and acquisitions includes representing buyers, sellers, and lenders in connection with the full range of merger, acquisition, and sale transactions.

Our merger and acquisition clients range from small, privately held businesses to complex public entities. We counsel these clients through every aspect of the process, from term sheet to closing, including determining the best legal and financial structures, planning executive compensation arrangements, and handling retention issues. We have provided merger and acquisition advice to clients in a wide spectrum of industries, including automotive, banking and lending, manufacturing, energy, environmental services, healthcare, pharmaceutical, high technology, and business services, among others.

We represent both buyers and sellers and understand the unique needs and requirements of both. We have extensive expertise assisting these clients with purchases and sales of public and private corporations, asset sales, management buyouts, leveraged acquisitions, and related acquisition financings. Transactions involving private or family-held businesses are an important part of our practice, and we recognize that they are of vital importance to the entities, individuals, and families involved. We also have broad experience representing private-equity buyout firms as well as debt and equity investors. We have the necessary expertise to handle the legal issues that may arise during the due diligence process, including contract, employment, ERISA, litigation, tax, real estate, and environmental matters. Our broad experience and our multidisciplinary team approach to these transactions are often crucial, especially when one or both companies may not have been through the acquisition process before.

Several of our attorneys have served as chairs or panelists for continuing legal education programs on mergers and acquisitions. We are also frequent contributors of articles to consumer business and trade publications on current merger and acquisition issues and emerging trends.

Representative Matters

• Represented the founders of two private companies in sale transactions involving partially-deferred purchase price and rollover equity.
• Represented a NYSE-listed company in its $1.25 billion all cash acquisition of the largest re-refiner and recycler of used oil in North America.
• Represented a NYSE-listed company in a $60.5 million acquisition of a California oil re-refinery out of bankruptcy.
• Represented a NYSE-listed company in its acquisition of a Canadian, public company in exchange for $56 million of cash, $118 million in our client’s common stock, and the assumption of approximately $235 million of the acquired company’s debt. We also assisted this client in successfully completing an offering of $300 million of Senior Secured Notes.
• Incorporated as a start-up company and continues to serve as outside general counsel to North America’s largest hazardous waste management company.
• Represented a public company in the purchase from bankruptcy of a $500 million environmental services business with $260 million of environmental liabilities, financed by $280 million of debt and equity. Read more.
• Closed two major acquisitions (valued together at more than $60 million) for a leading public environmental and hazardous waste service company.
• Represented the shareholders of three related Utah mining services companies in a $170 million stock and asset sale to a private equity fund.
• Represented the shareholders of a group of Colorado companies serving the oil and gas industry in a $44 million asset sale.
• Represented a U.S. energy company in a complex reverse triangular merger with a European acquirer.
• Represented the acquirer in the purchase of a West Coast entity, involving the sale and leaseback of major real estate holdings.
• Closed a $39 million stock sale on behalf of the sole shareholder of an entity providing wireline services to gas and oil-field production companies.
• Represented the management of a national health-care company that was acquired by a private equity firm.