Morris Manning & Martin, LLP

Mergers & Acquisitions

Morris, Manning & Martin is a recognized leader in the mergers and acquisitions practice area. We have represented more than 1,000 companies in their corporate transactions throughout the U.S. and abroad. We are generally recognized as the leading law firm in the Southeast in representing high-growth companies. The firm has been recognized as a leading national firm for mergers, acquisitions & buyouts (sub-$500m market) by Legal 500 U.S. and Chambers USA, leading legal ranking publications.

Proven Experience

We counsel companies in transactions that are valued from a few million to many billions of dollars, and we have unique experience representing middle market companies in their M&A transactions. These companies often face unique challenges. For example, we have broad experience in working with venture-backed and private equity-owned companies and dealing with the complexities that the various financing structures of these companies pose for M&A transactions. We regularly work with companies that have been operating with understaffed or nonexistent legal departments. In those cases, our multidisciplinary, team oriented approach to transactions becomes even more critical. Additionally, we regularly use our deep nationwide contacts with various investors, debt sources and other players in middle market M&A in order to facilitate transactions.

We are result-oriented, efficient and extremely responsive to our clients. We have always been a business-oriented firm. We have worked hard to maintain a cost structure that allows us to staff deals leanly, while still giving us the bandwidth to attack large, fast moving transactions. We hand pick “client teams” for each client and transaction. We do not staff deals with multitudes of junior “attorneys in training” who have little skills or experience. Clients tell us that our approach results in greater efficiency and improved results from what they have experienced elsewhere.

We are forward-thinking. Unique among law firms, we have developed a patent-pending Legal Project Management System that we bring to bear on M&A transactions when appropriate. The Legal Project Management System improves communication, enhances efficiency, and provides transparency in the delivery of our services, while increasing our clients’ involvement and control over the timing and cost of the project.

Specialized Counsel

We are facilitators of transactions, not impediments. We integrate with our clients’ in house teams and drive deals to a successful conclusion. We are never outpaced and are normally in the role of driving the deal. For this reason, we are often the firm of choice for companies that need to accomplish highly complex transactions under nearly impossible deadlines.

Representative Transactions:

  • Represented SolAmerica Energy (six solar projects – 4.7MW) in its acquisition by Duke Energy.

  • Represented K1 Investment Management (private equity) in its acquisition of an undisclosed automated content marketing software company.

  • Represented BBH Capital Partners (Brown Brothers Harriman) (private equity) in its acquisition of Haven Behaviorial Healthcare, Inc.

  • Represented QGenda, LLC, a healthcare IT company, in its acquisition by Francisco Partners (private equity).

  • Represented Aptean Solutions, an enterprise application software company, in its acquisition of Advances Public Safety division of Trimble Navigation.

  • Represented Interstate Hotels & Resorts (Thayer Lodging Group asset) in its acquisition by Kohlberg & Co. LLC.

  • Represented BuildingIQ (ASX), an energy management company, in its acquisition of Energy WorkSite and Facility WorkSite from NorthWrite, Inc.

  • Represented Powerplan, Inc., an energy-focused FinTech company, in its acquisition of Riva Modeling Systems, Inc.

  • Represented Courion Corporation, a FinTech company and K1 Investment Management portfolio company, in its acquisition of Core Security Technologies, Inc.

  • Represented Paymentus Corporation, a FinTech company, in its acquisition of Billeo, Inc. (d/b/a Xpress-Buy).

  • Represented Merchant Link, a cloud-based payment gateway, in its acquisition of Precidia Technologies.

  • Represented Aptean Solutions in its acquisition of Medworxx Solutions, a healthcare IT company.

  • Represented Courion Corporation in its acquisition of Bay 31 GmbH, a German FinTech company.

  • Represented North Highland, a global consulting firm, in its acquisition of ACME Business Consulting.

  • Represented Aderant Holdings Inc., a leading management solutions software company, in its acquisition of Timesoft Beheer B.C. & Accola, Inc.

  • Represented United Technology Group, an IT support and solutions company, in its acquisition of Magnicom.

  • Represented K1 Investment Management in its acquisition of Courion Corporation.

  • Represented Griffin-American Healthcare REIT III Inc. in its partnership with NorthStar Healthcare Income Inc. to acquire Trilogy Investors LLC and its Midwest senior health care facility portfolio.

  • Represented Brickstream Corp., a developer of traffic flow sensors, in its acquisition of Nomi Technlogies.

  • Represented Accel-KKR, a technology-focused private equity firm, in its acquisition of Delta Data Software.

  • Represented K1 Investment Management in its acquisition of ChiroTouch, a HealthIT company.

  • Represented Azalea Health, a leading HealthIT company, in its acquisition of simplifyMD.

  • Represented Francisco Partners, a technology-focused private equity firm, in its acquisition of PayLease.

  • Represented United Technology Group in its acquisition of Viant, LLC, a premier people-based advertising technology company.

  • Represented Streamline Health Solutions, Inc. (NASDAQ: STRM), a leading HealthIT provider, in its acquisition of Unibased Systems Architecture, Inc.

back
to
top

Areas of Expertise

Private Equity - Corporate

View our people with this expertise »

Morris, Manning & Martin’s Private Equity Practice is an experienced and coordinated, multidisciplinary transactional team focused on executing our clients’ transactions with exceptional quality and responsiveness and on an efficient and cost-effective basis.  Our team includes lawyers experienced with private equity acquisitions and dispositions, including majority and minority recapitalizations and public and private company acquisitions and dispositions.  We offer a full range of services, including M&A advisory, securities, employment, employee benefits, tax, intellectual property, environmental and real estate.  We guide private equity portfolio companies and private equity funds through acquisitions, financing, tax structuring and exit strategy execution, among other transactions related to private equity projects. Our transactions are nationwide and international.

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 objectives of our clients.  As counselors, we regularly use our broad business connections to bring together potential sellers with potential buyers or sources of capital with potential investments. We also use our connections to bring our clients together with potential customers, executives, directors and advisors.

We handle all types of merger and acquisition transactions, including public and private company transactions, acquisitions and dispositions of entire businesses, subsidiaries and divisions, as well as acquisition and dispositions through bankruptcy proceedings.  The practice encompasses all aspects of the private equity and M&A, including the structuring of acquisitions and financings for private and public companies, negotiated as well as unsolicited acquisitions, going private transactions and spin-off/carve-out transactions.  Our private equity group includes 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.

Fund Formation

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

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 private equity & M&A. 

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.

Executive Compensation

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.

Key Services: 

Mergers & Acquisitions

Tax and Corporate Structuring

Divestitures

Spin-Offs

Employee Benefits & ERISA

Executive Compensation

Fund Formation

 Leveraged Buyouts

 Management Buyouts

 Senior & Mezzanine Financing

 Equity Financing

 Public Offerings

 Real Estate Acquisition, Development & Financing

Representative Transactions:

  • Representation of a specialty finance company, in its $150 million sale to multiple private equity sponsors.

  • Representation of founders and management team of a healthcare IT company in a $90 million sell-side transaction to a private equity firm.

  • Representation of a credentialing and compliance monitoring company in the healthcare industry in a $67 million sale to a private equity sponsored entity and related roll-over of management equity.

  • Representation of a private equity firm in a series of roll-up transactions of several practice management software companies involving an aggregate purchase price of over $65 million, including credit support for such transactions and subsequent leveraged dividend recap.

  • Representation of a comprehensive market intelligence provider for the travel industry, in its $52 million sale to a private equity sponsored competitor and related roll-over of management equity.

  • Representation of private equity firm in $45 million acquisition of identity management software company and numerous domestic and international bolt-on acquisitions.

  • Representation of a revenue management software company in a $35 million growth equity transaction.

  • Representation of sellers in $32 million sale to a private equity sponsored competitor in the plastics

  • Representation of a cloud-based storage company in a $25 million growth equity round and subsequent senior and mezzanine debt financings and bolt-on acquisitions.

  • Representation of technology company in the loyalty card market in its $24 million recapitalization with a private equity sponsor and related roll-over of management equity.

  • Representation of a global technology-focused private equity firm in its acquisition of a leading online payments provider for the property management and home owner association.

  • Representation of private equity sponsored platform company in multiple strategic acquisitions in the legal software industry.

  • Representation of private equity sponsored platform company in multiple strategic acquisitions in the sports statistic industry.

  • Representation of a leading provider of business solutions to the cable network and operators industry in an acquisition of its capital stock by a private equity sponsored broadcast management software provider.