Transactions

MMM’s cost-effective and comprehensive transaction management helps to distinguish us as a unique firm in the private equity field.  Our transactional lawyers are business counselors who identify problems and solve them in a commercially sensible manner to achieve the business objective of our clients.  As counselors, we also regularly use our broad business connections to bring together potential sellers with potential buyers or sources of capital with potential investments.

We handle all types of merger and acquisition transactions, including public and private company transactions, acquisitions and dispositions of subsidiaries and divisions, as well as acquisition and dispositions through bankruptcy proceedings.  We also have sophisticated practices in the areas of tax, lending, securities, executive compensation and other specialties to handle the wide range of issues that can arise in these types of transactions.

The transactional practice encompasses all aspects of the transactional arena, including the structuring of acquisitions and financings for private and public companies, negotiated as well as unsolicited acquisitions, going private transactions, spin-off transactions and acquisitions of minority interests.  The private equity transactional practice is a natural extension of the firm’s broadly based corporate practice, including middle-market mergers and acquisitions and nationally recognized real estate practice.

Tax Structuring

Our tax lawyers have significant experience assisting private equity clients, portfolio companies and management teams, identify and manage difficult and contentious tax issues that arise in the context of both corporate as well as real estate transactions. 

If the issues in question arose in prior periods, the task of our tax lawyers is to assist in structuring a transactions that minimizes the exposure of any adverse consequences to the parties, to quantify the exposure to the buyer and seller that cannot be eliminated and determine how to allocate the risk of such exposure as a business matter between buyer and seller.  Further, in many instances, we are able to provide constructive and insightful advice that will minimize the likelihood of the issue recurring in future transactions, such as upon exit from the investment by our client.

Management Issues

We understand that an appropriately motivated management team is essential to the success of the investments made by our private equity clients.  In many transactions, we are asked to structure, draft and negotiate the management compensation packages, a critical component of which is often an equity-based incentive, and the attendant rights and restrictions (including non-competition) that apply to the management team members.

Fund Formation

MMM’s Fund Formation experience includes formation of real estate funds, private equity funds, timber asset funds, venture capital funds, hedge funds, funds of funds, leveraged buyout funds, mezzanine funds, emerging market funds, non-U.S. mutual funds, and other alternative investments.  We have formed funds under the laws of numerous jurisdictions and are experienced in particular issues associated with various structures such as limited partnerships, limited liability companies, unit trusts, international business companies, exempted companies, UCITS, SICAVs, and FCPRs. We have also counseled the general partners, investment advisers, brokers, administrators, and custodians of these funds. 

Private Equity Real Estate

Our private equity real estate team has vast experience representing private equity funds, portfolio companies, developers and other market participants in structuring and negotiating real estate transactions, including acquisitions and divestitures, joint ventures, financings and other transactions related to real estate projects.  Drawing upon the firm’s core strength in real estate, we have experience with virtually every asset class, including hotels, resorts, gaming facilities, golf courses, office buildings, retail centers, industrial facilities, medical facilities, residential and mixed-use properties.

Timberland and Renewables

As part of our Timberland and Renewable Energy practices, we are experienced with the unique issues that arise in energy and natural resource related transactions.  We have assisted clients in purchasing hundreds of thousands of acres of timberland, structuring waste product contracts, and renewable energy transactions involving production payment, royalty and other interests, and facilitating power related transactions.

Recent Private Equity Transactions

• $635 million - Sale of Direct General to TPG Calera Capital
• $207 million - Fidelity Ventures - Senior Notes Financing for a portfolio company 
• $155 million - AirSage, Inc. - Mezzanine Debt Financing
• £90 million - Financing of Premier Research Group, a portfolio company of ECI and Indigo Capital, in its senior and mezzanine credit facility
• $53 million - Purchase by Blue Point Capital Partners of Nexcel Synthetics
• $40 million - Sale of Advanced Armament Corp. to Freedom Group, a portfolio company of Cerberus Capital
• $37 million - Mobile Campus, Inc. - Mezzanine Debt Financing
• $35 million - Sale of TyCobb Healthcare System Inc. in a private equity acquisition
• $25 million - Sale of Sciquest, Inc. to Trinity Capital
• $10 million - Recapitalization of Vesdia Corp. by Comvest Group
• Undisclosed - Acquisition of RJM Waste Equipment Company by Frontier Capital
• Undisclosed - Sale of Austin Outdoor to Yellowstone Landscape Group, a portfolio company of Gridiron Capital
• Undisclosed - Sale of HomeVest Capital to Greenwich Investors XXII
• Undisclosed - Logistics Health, Inc. - Leveraged Buyout