Mergers &
Acquisitions
2015
60
250
Our M&A practice includes more than 60 attorneys who have
a focus on middle-market transactions.
360
Seyfarth Shaw | M&A Practice
Over the last two years, our lawyers have been
engaged in more than 250 M&A transactions
across a diverse range of industries.
Seyfarth Shaw LLP provides 360° legal support for
M&A transactions, from environmental and labor &
employment to intellectual property and tax issues.
Seyfarth’s Leading Middle-Market
M&A Practice
We have been recognized as a
leading middle‑market M&A
practice by Legal 500 for three
consecutive years, including 2014.
Law360 ranked us among
the top 100 U.S.‑based firms
with the most merger and
acquisition partners globally.
Seyfarth Shaw | M&A Practice
“The practice stands out in that it is truly a
partner with us on our transactional work.”
– Client quote, Legal 500 (2012)
The Seyfarth team is “excellent on all
counts, and demonstrates a willingness to
be flexible in its engagement structures.”
– Client quote, Legal 500 (2014)
The practice provides “exceptionally fast
response times alongside a practical approach.”
– Client quote, Legal 500 (2013)
Seyfarth Shaw | M&A Practice
Best-in-Class Client Service
Our M&A attorneys are focused on speed-to-market
execution and providing senior-level attention to all
transactions, big or small.
10
BTI
BRAND
ELITE
10
TOP
Client
Service
Honors
Client
Service
EliteElite
Honors
For the
year
in a row,
Seyfarth
Forthird
the
third
year
in a was
row, Seyfarth was named to the
named to the “BTI Client Service 30,”
“BTI Client
30,” recognizing the best firms in client
recognizing
the best Service
firms in client
service via a survey of Fortune 1000
service
via a survey of Fortune 1000 in-house counsel.
in-house
counsel.
Seyfarth Shaw | M&A Practice
Delivering Value and Innovation
Through our market-leading SeyfarthLean® approach, we
use innovative technology to increase efficiency and improve
communication throughout our clients’ M&A transactions,
resulting in meaningful reductions of overall costs and
enhanced client service.
Financial
American Innovative Lawyers
Financial
TimesTimes
North North
American
Innovative
Lawyers
Seyfarth
was named among the Financial Times 2014 most
Seyfarth named to Most Innovative list,
law
firms in
North
laudedinnovative
for achievements
in business
of law,
crowdfunding and social responsibility
Seyfarth Shaw | M&A Practice
America, lauded for achievements
in business of law, crowdfunding and social responsibility.
By applying Agile project management and Seyfarth’s
award‑winning SeyfarthLink technology to M&A transactions,
we can more efficiently manage the constantly changing
issues and priorities arising in a transaction, better manage
negotiations and ultimately increase the efficiency in closing
a deal.
BTI
Seyfarth
Named
“Best of“Best of the Best”
Seyfarth
Named
the Best”
S E RVICE
For the 4th year, Seyfarth has been named
to BTI’sto
“Client
Service
A-Team,”
with A-Team,” with
BTI’s
“Client
Service
top rankings for innovative approach and
innovative
approach and unprompted
unprompted
communication.
C L I ENT
A-Team
For the fourth consecutive year, Seyfarth has been named
top rankings for
communication.
Seyfarth Shaw | M&A Practice
SeyfarthLink:
A Next Generation Client Collaboration Platform
SeyfarthLink is more than a traditional extranet, as we have reimagined
what online collaboration within the legal world should be. This
award-winning technology is a powerful knowledge management tool
that allows Seyfarth attorneys and clients to access information more
efficiently to better execute on the tasks that further the clients’ business
objectives. It allows us to streamline matter and project management and
facilitate data reporting in a way that improves the quality of the final
work product and reduces costs.
Clients gain real time access to features that are pertinent to our
engagement, including:
Transaction Management
Regular tracking, budgeting
and monitoring of matters in
progress
Dashboard Reporting
Financial data and key performance
indicators to track billings on a
per‑matter or portfolio basis
Transaction Status Reporting
Ongoing updates on all matters
Easy Access to Shared Information
Shared documents, discussion threads,
custom databases, calendaring and
contact information
Seyfarth Shaw | M&A Practice
SeyfarthLink
Innovative Tools
Transaction Management
M&A attorneys utilize proprietary
subscriptions and templates for
additional cost efficiencies for
our clients.
Process
Mapping
Best-in-Class Web-based
Collaboration
Key Metrics and Data
Financial
Reporting
Seyfarth Shaw | M&A Practice
Work Without Boundaries
Seyfarth has experience in cross-border M&A transactions
and has handled deals involving businesses in Europe, the
Middle East and Asia.
Seyfarth Shaw | M&A Practice
Our clients are leading companies
across a broad range of industries
including:
Aviation
Healthcare
Business Services
Hospitality
Cable/Telecom
Life Sciences
Chemicals
Manufacturing
Defense & Homeland Security
Medical Devices
Energy & Clean Tech
Packaging
Food & Beverage
REITs
Gaming
Real Estate Services
Government Contracting
Technology & Software
Seyfarth Shaw | M&A Practice
Delivering Business-Minded
Solutions
Seyfarth’s M&A practice publishes a real-time annual
survey of key deal terms in middle-market transactions,
helping turn a spotlight on “what’s market” for our clients.
Indemnity Escrow Period
Middle-Market
The indemnity escrow period is the length of time after the transaction closing date
that the indemnity escrow amount is held before being released to the seller.
M&A
2013 Survey of Key M&A Deal Terms
Escrow Period
SurveyBook
Observations
Greater than 24 Months
4%
24 Months
4%
Between 18-24 Months
18 Months
February 2014
38%
12 Months
•
Of the deals surveyed which
provided for an indemnity escrow,
approximately 88% had indemnity
escrow periods from
12 to 18 months.
•
In general, indemnity escrow
periods were closely tied to
survival periods for “general”
representations and warranties.
30%
4%
Percentage of Deals Surveyed Providing
for Indemnity Escrow
4 | M&A SurveyBook: 2013 Survey of Key M&A Deal Terms
Seyfarth Shaw | M&A Practice
The median indemnity escrow
period included in deals surveyed
which provided for an indemnity
escrow was 15 months.
20%
Between 12-18 Months
Less than 12 Months
•
0%
February 2014
Predictable Legal Costs
Our M&A practice has taken a proactive, business-minded
approach to projecting the legal costs associated with
M&A transactions.
We have developed a sophisticated budgeting tool to
drive transparency, accountability and predictability
into the deal process. We are constantly finding ways
to improve the deal process in order to drive down
costs for our clients.
Seyfarth Shaw | M&A Practice
Leader in advising middle-market companies
Represented US Shale Solutions, Inc., a newly-formed
shell corporation, in its simultaneous acquisition of four
corporations operating in the oil shale service industry. The
transaction transformed our client from a two employee
company to a 2,700+ employee enterprise valued at $410
million, and was financed in part with an issuance of $210
million in high yield bonds.
Represented Alleghany Capital
Corporation in connection with
its minority investment in an
international licensed toy company.
Seyfarth Shaw | M&A Practice
Represented Mediaspectrum, Inc., a premier technology
company specializing in cloud technology, in connection
with its equity investment in Beyond Core Systems Limited
(“BCS”), an Irish corporation. BCS is a joint venture between
Mediaspectrum and Beyond Holding Limited, a Seychelles
corporation, which will market and sell diamond level
rewards programs to the financial services industry.
Represented Carus Corporation, an
industrial chemicals company, in its
purchase of Pristine Water Solutions
from CECO Environmental Corp.
Represented Kaufman, Hall & Associates,
Inc., a leading financial consulting firm to
healthcare institutions, in its acquisition
of a management solution firm.
Served as U.S. counsel to UBC Media Group plc, a London
Stock Exchange listed company, in its acquisition of digital
music service 7digital Group, Inc. in a reverse merger of
Delaware corporations for approximately $27 million in stock.
As a result of the merger, the former 7digital stockholders
acquired 75% of the stock of the combined company.
Represented UTEC Constructors Corporation, a leader in
installation of underground, high voltage cable in the
public utility arena, in its $35 million sale to First Reserve,
a private equity firm that is in the midst of a roll-up of
utility contracting businesses.
Excalibur Holdings, Inc.
Represented Puerto Rico Cable Acquisition Company Inc.,
the second-largest cable and broadband service provider
in Puerto Rico, in its $272.5 million sale to Liberty Global
plc and Searchlight Capital Partners, L.P. As a result of the
transaction, Liberty Global’s cable offering in Puerto Rico
will be able to reach 80 percent of Puerto Rican homes and
thus be the largest cable operator on the island.
Represented Excalibur Holdings, Inc., a minority shareholder
in Avalon Laboratories Holding Corp. (“Avalon”), in
connection with Nordson Corporation’s acquisition of
Avalon for $180 million. Avalon is a leading manufacturer
of catheters and medical tubing products for cardiology,
pulmonology and related applications. Excalibur Holdings,
Inc. is an entity controlled by the original founder of Avalon.
Seyfarth Shaw | M&A Practice
IPF Holdings, Inc.
Represented Suddenlink Communications in its acquisition
of certain cable systems in Texas from Northland
Communications, which systems serve more than 18,700
primary service units on a combined basis.
Represented IPF Holdings, Inc., an investment advisor and
fund manager, in its acquisition of assets from a Canadian
company and its parent company. The transaction was
financed in part by the Bank of Montreal, with subordinated
debt and equity provided by the sponsors.
Represented SPF Energy, Inc. in its $105 million sale to
Canada’s largest independent supplier and reseller of
fuels and petroleum products.
Represented U.S. Legal Support, Inc., a full-service legal
support company, in several acquisitions of record
retrieval and reporting companies.
Seyfarth Shaw | M&A Practice
Maplecroft.NET
Represented Boston Warehouse & Trading Corp. in its
$8 million acquisition of Smart Candle, the exclusive North
American distributor of a home lighting product sourced
from Liown Electronics in China.
Represented the vendors of Maplecroft.NET, a UK risk
analytics business, in its sale to U.S.-based Verisk Analytics.
Represented Committee for Economic Development,
an independent, non-profit, nonpartisan public policy
organization, in its merger with The Conference Board, Inc.,
a New York non-profit organization.
Represented Kaufman, Hall & Associates, Inc., the leading
financial consulting firm to health care institutions, in a
transaction in which our client sold equity to a series of
funds sponsored by the private equity firm of Madison
Dearborn Partners.
Seyfarth Shaw | M&A Practice
Great Lakes Financial Resources, Inc.
Represented Great Lakes Financial Resources, Inc., one
of the Chicago area’s largest independent bank holding
companies, in its merger transaction with First Midwest
Bancorp, Inc., a publicly traded bank holding company.
Total transaction value was approximately $58 million
and consisted of cash and stock.
Represented Indegene Lifesystems, a leading global
provider of clinical, commercial, and marketing solutions to
life science, pharmaceutical, and healthcare organizations,
in its strategic acquisition of Total Therapeutic
Management, a quality improvement, outcomes research,
and clinical engagement services company.
Represented Prudential Rubloff, a premier Chicago real
estate company, in the sale of its equity to Home Services
of America.
Represented Muvico Holding, LLC, a cinema
technology leader, in the sale of a portion of its
business to Carmike Cinemas.
Seyfarth Shaw | M&A Practice
Seyfarth Shaw | M&A Practice
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www.seyfarth.com
“Seyfarth Shaw” refers to Seyfarth Shaw LLP. Our London office operates as Seyfarth Shaw (UK) LLP, an affiliate of Seyfarth Shaw LLP.
Seyfarth Shaw (UK) LLP is a limited liability partnership established under the laws of the State of Delaware, USA and is authorised
and regulated by the Solicitors Regulation Authority with registered number 55692. Our Australian practice operates as Seyfarth Shaw
Australia, an Australian multidisciplinary partnership affiliated with Seyfarth Shaw LLP, a limited liability partnership established in
Illinois, USA. Legal services provided by Seyfarth Shaw Australia are provided only by the Australian legal practitioner partners and
employees of Seyfarth Shaw Australia.
©2015 Seyfarth Shaw LLP. All rights reserved. Prior results do not guarantee a similar outcome. #14-2337 M2