transactions

  • Massachusetts Clean Energy Technology Center
  • Series A Preferred Stock Investment in 7AC Technologies, Inc.
  • Sheehan Health Care Group
  • Sale of 5 nursing homes and 2 hospice companies
  • OceanServer Technology, Inc.
  • Acquisition by L3 Technologies (NYSE:LLL)

Mergers & Acquisitions

Overview

We have the knowledge and experience to handle the most complex transactions.
Posternak’s mergers and acquisitions practice, a key component of the firm’s Business Practice Group, is comprised of knowledgeable and highly regarded corporate, tax and securities lawyers with extensive experience in corporate transactions of every nature.  The types of transactions in which we are involved range from modest asset and stock acquisitions and divestitures to multimillion dollar leveraged buy-outs, cross-border mergers, joint ventures, reorganizations, going private transactions and tender offers.

We take a practical approach to transactions, always seeking to help the client get the deal done on time and within budget.

Together with our colleagues in such specialty areas as environmental law, litigation, employee benefits, taxation and intellectual property, we guide clients through the myriad issues that may arise in a deal, however complex, including structuring and tax planning, securities and regulatory compliance, and negotiating and drafting.  We are results oriented, always striving to first fully understand and then achieve our clients’ business objectives, maximizing value and minimizing risk, while fostering and maintaining a positive, constructive relationship between the parties to the deal.

Privately-held businesses form the core of our M&A practice.
Our clientele ranges from publicly traded companies to emerging businesses, with middle-market, privately-held enterprises forming the core of our M&A practice.  Our clients include individual, corporate and private equity firms, buyers and sellers, boards of directors, joint venture partners, investors and lenders in a wide range of industries.

We counsel the principals of these entities, as well as their accountants and advisors, in order to help them appreciate not only the legal aspects of acquiring or selling a business but also the related issues of integrating business cultures, financing, and capital and ownership structures.  Our Business Practice Group colleagues can advise regarding business succession planning and individual financial, tax, retirement and estate planning.

Representative transactions

  • The Holmes Group, and its principal shareholders in the structuring, negotiation and documentation of Holmes' merger into a subsidiary of Jarden Corporation.  This transaction is valued at approximately $625M in cash and Jarden stock.
  • National Rural Telecommunications Cooperative in its participation with other investors in a $156 million strategic equity financing and a $200 million term loan financing in WildBlue Communications, Inc.
  • Schafer Corporation in its recent acquisition by MetalMark Capital and certain members of management, including the structuring and negotiation of the terms for the Seller Senior Notes and the Buyer subordinated debt financing.
  • Shawmut Design and Construction in the acquisition of its common stock by its ESOP and related financing transactions with Lasalle Bank, N.A.
  • National Dentex Corporation in its acquisition of dental labs in various locations in the US and Canada, including the stock purchase of Green Dental of Arkansas and Keller Dental of Missouri.
  • Arnold Communications in its $300 million merger with Snyder Communications.
  • Diversified Optical Products, Inc, (DiOP) in its $60M stock sale to Axsys Technologies. Our client, DiOP, is a leading supplier of high-end thermal surveillance cameras and lenses servicing the U.S. Border patrol, Air Force, CoastGuard and various Port Authorities.
  • JM Lafferty Associates Inc. in a stock redemption by Reuters Research, Inc. and sale of assets comprising its “IRagent” business to Thomson Financial.
  • iParty Corp. (NYSE Amex; IPT) in its acquisition in a Chapter 11 proceeding of the assets and leases of The Big Party Corporation and in ongoing corporate representation, including acquisition of a retail store from Party City Corporation.
  • Intraserver Technologies in its $70 million stock merger with LSI Logic, Inc.
  • ProVision Dental Systems, Inc., a dental imaging company, in the sale of substantially all of its assets to Gendex Corp., a subsidiary of Danaher Corp., a Fortune 500 company.  The deal crossed several international borders and involved counsel from two European nations.
  • Schafer Corporation in its acquisition of a capital stock of 3D Research Corporation.
  • The Ko family in their acquisition of Wellesley Dodge, their 3rd auto dealership.
  • Commonwealth Venture Funding Group in various acquisitions, including Antaya Technologies, Inc., a cross-border acquisition of substantially all the assets of Tectran Inc. and Tectran Mfg. Inc. and Carroll Engineering Co., together with related debt and equity offerings.
  • Profile Systems, Inc. in a stock merger with Comergent Technologies, Inc.
  • Lynn Plastics Corporation in the sale of assets and related real estate to Lynn Plastics Company, LLC.
  • Office Resources, Inc. in recapitalization transactions with Prospect Partners, LP.
  • StepTech, Inc. in connection with a strategic partnering with LTX Corporation and subsequent sale to LTX Corporation.
  • ScanLogic Corporation in its acquisition by Cypress Semiconductor.
  • Havas Advertising and Arnold Worldwide Partners in their acquisition of McKinney & Silver, Inc. and Simmons, Durham & Associates, Inc. and 9 prior acquisitions.
  • Lily Transportation Corporation and UNICCO Service Company in numerous debt financing transactions and asset acquisitions and dispositions.

Professionals

Michael Andresino

Partner617.973.6113 fax 617.722.4901mandresino@pbl.com

David Barbash

Partner617.973.6298 fax 617.722.4968dbarbash@pbl.com

Thomas Brennan

Partner617.973.6197 fax 617.722.4970tbrennan@pbl.com

Deborah Carlson

Partner617.973.6201 fax 617.722.4910dcarlson@pbl.com

Ira Deitsch

Managing Partner617.973.6224 fax 617.722.4917ideitsch@pbl.com

Bryce Donohue

Associate617.973.6187 fax 617.925.7596 bdonohue@pbl.com

Brian Gaudet

Partner617.973.6161 fax 617.722.4922 bgaudet@pbl.com

Lauren Jennings

Of Counsel617.973.6139 fax 617.722.4931ljennings@pbl.com

Jeannette McLaughlin

Partner617.973.6108 fax 617.722.4961 jmclaughlin@pbl.com

Noel Posternak

Senior Counsel617.973.6100 fax 617.722.4942nposternak@pbl.com

Paul Schmid

Associate617.973.6121 fax 617.925.7601 pschmid@pbl.com

Donald Siegel

Partner617.973.6147 fax 617.367.2315dsiegel@pbl.com

Publications

John Hancock Parent Said to Consider IPO for Boston Company

The Boston Globe, David Barbash, July 14, 2017

EMC Sale Will Hurt, But Impact Not Insurmountable

The Boston Globe, David Barbash, October 12, 2015

It’s A Busy Time For M&A Among Local, Privately Held Firms

Boston Business Journal, David Barbash, August 29, 2014

What's The Boston Globe Worth?

NECN, Michael Andresino, February 22, 2013

Avis Buying Zipcar for $490m

NECN, January 2, 2013

Five Questions With: Kevin O’Connell

Providence Business News, October 2, 2012

Start-ups in Boston

WRKO, David Barbash, March 26, 2012

Mergers & Acquisitions Due Diligence

David Barbash, October 30, 2008

Roundtable: Inbound US M&A

Financier Worldwide, Donald Siegel, September 1, 2008

International Mergers & Acquisitions Law

Donald Siegel, January 1, 2006

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