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When companies want to marry, who performs the ceremony?
M E R G E R S A N D AC Q U I S I T I O N S2012 REPRESENTATIVE TRANSACTIONS
A.
Q.Manatt. Mergers and Acquisitions.
Structuring transactions that transform business.
Who is in on the ground floor of emerging deal trends?
Q.A. Manatt’s M&A Lawyers.
Our M&A lawyers believe that the next few years will see an uptick in M&A activity in the financial services sector. We base that thinking on the three recent deals which, taken together, would seem to herald an emerging trend in the financial institutions sector. These deals involved large investment banks and include the Stifel purchase of KBW, Leucadia’s merger with Jefferies, and Houlihan Lokey’s acquisition of Milestone Advisors.
The Houlihan-Milestone transaction was one the year’s highest-profile advisory firm mergers. The asset acquisition more than tripled the number of professionals at Houlihan Lokey focused on financial institutions advisory work and better positioned Houlihan Lokey to take advantage of the expected surge in M&A deals—banks buying and selling banks—that has already started.
What made the deal unusual—and a possible template for other such deals—was that, being advisory firms, the value of both companies was almost entirely in their people—as opposed to products or IP assets. Human capital is difficult to value, especially since it can walk out the door on two weeks’ notice. If this deal was to be successful, Milestone’s people needed to be convinced to stay with the new company.
Accordingly, Manatt’s labor & employment and executive compensation attorneys were kept busy negotiating and executing customized offer letters and employment agreements, each with its own version of noncompete clauses and other covenants. Each agreement needed to be tailored to the specifications of its jurisdiction, which vary widely from state to state. Our litigation practice was involved as well. Since Milestone had litigation still pending as the deal was taking place, our attorneys were brought in to assess successor liability issues. With all departments running on all cylinders over the holidays, we pulled together to get this deal successfully closed, right on time.
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Counsel to CEO and COO of Novellus Systems
May 2012
Novellus SystemsSale to Lam Research
$3.3 billion
Counsel to SellerApril 2012
Health PlusSale of Medicaid Managed Care
Operating Assets to Amerigroup Corp.
$170 million
Counsel to BuyerMarch 2012
INgroovesAcquisition of Fontana Distribution, LLC, a subsidiary of Universal Music Group
Counsel to SellerMarch 2012
EZ Lube, LLCSale to Henley Pacific LA, LLC
$43 million
Counsel to SellerFebruary 2012
True Grits School Uniforms, Inc.Sale to Parker School Uniforms,
a Portfolio Company of Blue Sage Capital
Counsel to SellerFebruary 2012
Paskal LightingSale to Production Resource Group
Counsel to BuyerFebruary 2012
BMG Rights ManagementAcquisition of R2M Music
Counsel to Psyop Media CompanyJanuary 2012
Psyop Media CompanyPartnership Restructuring and
Business Combination
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Counsel to BuyerAugust 2012
Mandalay Digital GroupAcquisition of Logia Group
Counsel to International 3D SocietyAugust 2012
International 3D SocietyMerger with 3D@Home
Counsel to SellerJuly 2012
McKinney CommunicationsSale to South Korea-based
Cheil Worldwide
Counsel to SellerJuly 2012
RemitProAcquisition by Financial
Transmission Network, Inc.
Counsel to Covert & Co.June 2012
SRS Labs, Inc.Sale to DTS, Inc., in a Cash-and-
Stock Transaction
$150 million
Counsel to BuyerJuly 2012
TELSCAPE Communications, Inc.Acquisition of Sage Telecom, Inc.
Counsel to seller’s financial advisor, Moelis & Company, LLC
July 2012
Hughes Telematics, Inc.Sale to Verizon Communications, Inc.
$612 million
Counsel to Manhattan Bancorp and Bank of Manhattan
June 2012
Manhattan Bancorp and Bank of Manhattan
Merger with Professional Business Bank
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Counsel to Cofounder,Blue Bottle Coffee
October 2012
Blue Bottle CoffeeSale of Stake to Venture Investors
Counsel to BuyerOctober 2012
Candle Lamp Company, LLCAcquisition of The Sterno Group
Counsel to SellerOctober 2012
Valutech Outsourcing, LLCSale of Majority Interest to
Golden Gate Capital and Clover Technologies Group, LLC
Special Counsel to Investor, DFJ Frontier
September 2012
ClearAccessSale to Cisco Systems
Counsel to Executive Management of Cydcor, Inc.
September 2012
Cydcor, Inc.Leveraged Buyout of U.S. and Canadian Business Operations
Assets From Golden Gate Capital and JP Capital Partners
Counsel to seller’s financial advisor, Moelis & Company, LLC
August 2012
NextWave Wireless, Inc.Sale to AT&T
$600 million
Counsel to Executive Management of InterDent, Inc.
August 2012
InterDent, Inc.Sale of Dental Practice to H.I.G. Bayside Debt & LBO Fund II, L.P.
Counsel to BuyerSeptember 2012
Yale-New Haven HospitalAcquisition of Certain Assets of the
Hospital of Saint Raphael
$160 million
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Counsel to BuyerDecember 2012
Account Control Technology, Inc.Acquisition of Diamond D
Counsel to BuyerSigned December 2012
Closed March 2013
MANN+HUMMEL GmbHPurchased the Remaining
50 Percent Interest in Purolator Filters NA, LLC, from Bosch
Counsel to BuyerDecember 2012
BMG Rights ManagementAcquisition of Famous Music
and Virgin UK Catalogs
Counsel to Tax Credit Co.November 2012
Tax Credit Co.Recapitalization by
Veronis Suhler Stevenson
Counsel to Buyer, Big Strike, LLC, a portfolio company
of The Gores Group, LLCNovember 2012
Big Strike, LLCAcquisition of Green Mochi, LLC
Counsel to SellerNovember 2012
American Energy Operations, Inc.Sale of Assets to
BreitBurn Energy Partners L.P.
$100 million
Counsel to Houlihan LokeyOctober 2012
ARAMARKSpin-off of Seamless North America, LLC
Counsel to BuyerOctober 2012
MerchantWarehouse.com, LLCAcquisition of Beacon Payments, LLC
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if there’s a first lineCounsel to BuyerNovember 2012
Capella Photonics, Inc.Series B Preferred Stock Financing
Line 3
$
LOGO AREA
if there’s a first lineCounsel to BuyerNovember 2012
Capella Photonics, Inc.Series B Preferred Stock Financing
Line 3
$
LOGO AREA
if there’s a first lineCounsel to BuyerNovember 2012
Capella Photonics, Inc.Series B Preferred Stock Financing
Line 3
$
LOGO AREA
if there’s a first lineCounsel to BuyerNovember 2012
Capella Photonics, Inc.Series B Preferred Stock Financing
Line 3
$
LOGO AREA
if there’s a first lineCounsel to BuyerNovember 2012
Capella Photonics, Inc.Series B Preferred Stock Financing
Line 3
$
LOGO AREA
if there’s a first lineCounsel to BuyerNovember 2012
Capella Photonics, Inc.Series B Preferred Stock Financing
Line 3
$
LOGO AREA
if there’s a first lineCounsel to BuyerNovember 2012
Capella Photonics, Inc.Series B Preferred Stock Financing
Line 3
$
LOGO AREA
if there’s a first lineCounsel to BuyerNovember 2012
Capella Photonics, Inc.Series B Preferred Stock Financing
Line 3
$
LOGO AREA
Counsel to BuyerFebruary 2013
I-5 Publishing LLCAcquisition of BowTie, Inc.
Counsel to BuyerFebruary 2013
gamigo Inc.Acquisition of Certain Gaming
Assets of Outspark, Inc.
Counsel to SellersDecember 2012
American Card Services, LLCCentral Pay Systems, LLCHomeland Payments, Inc.
Sale to Total Merchant Services
Counsel to Houlihan LokeyDecember 2012
Precision Aviation GroupSale to PNC RiverArch Capital
Counsel to BuyerDecember 2012
Mandalay Digital GroupAcquisition of skyrockit
Counsel to BuyerDecember 2012
The Queen’s Health SystemsAcquisition (Out of Bankruptcy) of
Hawaii Medical Center West
Counsel to BuyerDecember 2012
Houlihan LokeyAcquisition of Milestone Advisors
Counsel to BuyerDecember 2012
Heritage Oaks BankAcquisition of Coast National Bank’s
Morro Bay Branch
Targeting growth opportunities.
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AREAS OF FOCUS:
y Mergers
y Stock and asset purchases
y Going-private transactions
y Cross-border and domestic deals
y Leveraged and management buyouts
y Strategic acquisitions and spin-offs
y Private equity investments and acquisitions
y Tender and exchange offers
y Unsolicited offers and takeover defenses
y Fairness opinions
y Special committee representations
y Proxy contests
y Share exchanges
M&A—aligned with your business goalsBehind every M&A transaction there’s a business goal—a goal you’ve worked hard to develop, articulate, and advance. At Manatt our M&A group works to fully understand that goal, and only when we’ve grasped every dimension do we put together an M&A strategy fully aligned with it.
Once we know what you need to accomplish, we assemble a deal team that finds the path of least resistance. That team finds the opportunities, assesses the risks, and removes the obstacles. It brings the skill sets of seasoned attorneys from multiple practice areas. Our antitrust, environmental, real estate, IP, tax, labor and employment, and executive compensation practices are all regularly represented on our more complex transactions.
Talent to spareOur deal teams draw from a deep pool of standout talent—senior-level lawyers who manage your transaction from letter of intent through final closing. We combine Wall Street savvy with a nimble, service-oriented approach.
• Ourduediligencestrategiesfocusonkeyvaluedriversthat align with your business strategy
• Ourtransactionstructuresaredesignedtobetax-efficient,while tailored to your market position
• Ourgroupadvisesandnegotiatesallaspectsofthedeal—from financing to regulatory approval and from operational concerns to closing and post-closing matters
• Ourattorneysliaisewithregulatoryagencies,includingthe SEC, FTC, and DOJ
Furthermore, our follow-through capabilities include rapid response times that help clients seize opportunities, especially when quick decisions and fast turnaround can mean the difference between success and failure.
Buy side/sell sideWe serve a broad range of clients on both the buy and sell sides, including:
• Publicandprivatecompanies
• Entrepreneurs
• Family-ownedbusinesses
• Privateequityfunds
• Largemultinationalcorporations
INDUSTRY EXPERIENCE:
y Financial services
y Healthcare
y Entertainment and media
y Technology
y Consumer products
y Energy
y Real estate
Albany
Los Angeles
New York
Orange County
Palo Alto
Sacramento
San Francisco
Washington, D.C.
Manatt, Phelps & Phillips, LLP manatt.com
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