Practices
Business and Corporate
Mergers, Acquisitions and Joint Ventures

Mergers, Acquisitions and Joint Ventures

Shipman has a long and successful track record representing clients in connection with complex merger and acquisition transactions. We regularly counsel middle market companies, emerging companies, multinational companies, private equity funds and independent sponsors in both buy-side and sell-side transactions. Our representative experience includes mergers, stock purchases and sales, asset purchases and sales, leveraged buyouts, spin-offs, joint ventures, recapitalizations, cross-border transactions and other strategic transactions, with transaction sizes ranging from under one million to several hundred million dollars and covering a wide variety of industries including health care and life sciences, technology, insurance, manufacturing, software, distribution, aerospace and defense, automotive and trucking, and financial services.

Before any M&A transaction begins, Shipman listens to your goals and objectives so that we can chart a course to make the transaction successful. From the letter of intent stage through the due diligence process, document negotiation, and closing our M&A team works closely with our tax, employee benefits, intellectual property, antitrust, privacy, real estate, environmental, employment and other specialists to deliver the full range of expertise required to close the deal. We combine experience and cross-disciplinary teamwork with a practical approach to transactions, making us a cost-effective and value-added resource to our clients.

The depth and breadth of our experience in this area allows us to effectively and efficiently counsel you on all aspects of your transaction. We help you identify and analyze the right partners, the strategic and financial objectives, the opportunity costs and the legal and tax structures.

Experience

Higher education

Represented University In Connection with the Acquisition of Another College

Represented a university in connection with the rare affiliation of two institutions of higher learning with a team of attorneys and paralegals to address the many legal issues presented - ownership, corporate governance, 501(c)(3) and other tax matters, endowment and charitable giving matters, accreditation and regulatory consents, human resources, employee benefits, faculty, staff and student matters, real estate, environmental matters, housing (including condominium issues), degree requirements, financial aid, accounting, and lender consents.

Mergers, acquisitions & joint ventures

Cross Border Acquisition of Call Center Services Business

Represented a leading outsourced medical services company, as both buyer and borrower, in a cross-border transaction, which included the client’s acquisition of a call center services business based in the Dominican Republic, and, on a parallel track, the securing of an acquisition loan from a financial institution, in furtherance of the client’s growth plan.

Acquisition of Life Sciences Research Company

SARORAS Private Capital

Represented an affiliate of SARORAS Private Capital, a private equity fund that invests in growing companies in the technology-enabled services industry, in connection with its multi-million acquisition of InCrowd, Inc., a leading market research company in the life sciences industry. Our representation included both the creation of a new platform for the investor syndicate, as well as a merger transaction to acquire the target company.

Acquisition of Telecommunications Company Based in the Midwest

Represented a telecommunications company in connection with the acquisition of 100% of the stock of a national telecommunications company based in Michigan, by a new, wholly-owned acquisition subsidiary. The selling shareholders and the buyer entity agreed to file a Section 338(h)(10) election to treat the transaction as an asset sale for tax purposes, providing the buyer with a step up in basis and creating potentially more value to a subsequent asset buyer in the future. In addition to negotiating and preparing the stock purchase agreement and related ancillary documents, and reviewing the target company’s due diligence materials, our team also negotiated employment and non-compete agreements for the target company’s principal shareholders, who will remain with the company under its new ownership.

Acquisition of NJ Data Center

Represented a leading provider of cloud, connectivity and data center services for enterprise, carrier and content customers, in its acquisition of 100% of the equity interests of a premier New Jersey data center and colocation business, in furtherance of client’s growth strategy.

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General

Proposed Sale of Rhode Island Healthcare System

Our team of healthcare regulatory, corporate and litigation lawyers represented the Rhode Island Office of the Attorney General (RIAG) with respect to an application under “The Hospital Conversions Act” seeking approval for Prospect Medical Holdings to sell a health care system that includes two community hospitals: Roger Williams Medical Center and Our Lady of Fatima Hospital to the Centurion Foundation, a private non-profit foundation. As outside regulatory counsel, Shipman provided the RIAG with advice related to the proposed material transaction.

$98,000,000 Joint Acquisition of a 60 MW Energy Projects Operator

Zahren Alternative Power Corporation (ZAPCO)

Independent power producer and its joint venture partner acquired a Connecticut-based owner and operator of 60 MW of renewable energy projects around the country.

Recapitalization for Construction Supply Industry Leader

Represented A.H. Harris and its majority shareholder in a recapitalization transaction with Frontenac, a leading private equity firm. The transaction involved significant restructuring of the company’s equity and debt. Representation included advice on the negotiation and drafting of all substantial transaction documents from the engagement of the financial advisor through the closing, including the acquisition of the outstanding minority equity interests in Harris’s subsidiary, HarMac Rebar & Steel Corporation, and the related solicitation of shareholder consents; environmental assessments and analyses of the compliance requirements and preparation of the filings required under the Connecticut Transfer Act and the New Jersey Industrial Site Recovery Act (ISRA). Our attorneys also provided analysis and structural advice on federal and state tax issues, employee benefit issues, and antitrust and international trade compliance issues.

Recapitalization of a Significant Public Company As Special Connecticut Counsel In Elimination of Dual Classes of Stock and Related Shareholder Litigation

Connecticut-Based Provider of High Technology Products and Services to Commercial and Government Markets

Shipman & Goodwin acted as Connecticut counsel to a special committee of the Board of Directors of a significant public company based in Connecticut in connection with a recapitalization of the company’s two classes of common stock, one class of publicly traded non-voting shares and a second class of privately held voting shares, into a single class of publicly traded voting common stock.

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