Mergers and Acquisitions

Described by Chambers USA, the worldwide leader in law firm rankings, as a “marketing-leading practice with substantial experience in a range of M&A matters,” the HSE M&A team represents clients in connection with transactions ranging in value from several million dollars to multi-billion dollars. We do this by knowing our client’s business, goals, and risk tolerance, so we can present a goal-oriented strategy suited for the specific circumstance.

We represent entrepreneurs and start-up organizations, middle-market and publicly traded corporations, private equity firms, and nonprofit organizations on transactions, including:

  • Joint ventures
  • Leveraged buyouts
  • Management buyouts
  • Mergers and acquisitions
  • Sales, dispositions, and spinoffs
  • Tender offers and go-private transactions

We guide our clients through every step of a transaction while collaborating with HSE attorneys in specialty practice areas such as employee benefits, intellectual property, labor, real estate, securities, and tax.

Additionally, we frequently coordinate aspects of transactions with special counsel in foreign jurisdictions and in the U.S., where necessary. Similarly, we act as special U.S. counsel to companies and law firms located in and outside of the U.S. in connection with specific aspects of transactions (e.g., employee benefits, environmental, intellectual property).

Select Transactions

Mergers and Acquisitions

  • Representing The Golub Corporation in its pending merger with Tops Markets.
  • Represented Graham Corporation (NYSE: GHM) in its acquisition of Barber-Nichols Inc.
  • Represented Transcat, Inc. (Nasdaq: TRNS) in its acquisition of substantially all assets of TTE Laboratories, Inc.
  • Represented Carestream Health in connection with its acquisition of Quantum Medical Imaging's radiology equipment business and the acquisition of oral and maxillofacial surgery and dental practice management software business from Windent.
  • Represented Eastman Kodak Company (NYSE: KODK) in connection with the acquisition of numerous businesses.
  • Represented Financial Institutions, Inc. (Nasdaq: FISI), in its acquisition of Courier Capital Corporation.
  • Represented Health Management Associates, Inc. (NYSE) in connection with the acquisition of several health care entities.

Asset Sale/Purchase

  • Represented Forsake, Inc. (Nasdaq: WEYS), a distributor of outdoor footwear, in its asset sale to Weyco Group, Inc.
  • Represented Athenex, Inc. (Nasdaq: ATNX) in an asset purchase of CIDAL Limited, a British Virgin Islands company.
  • Represented American Express (NYSE: AXP) in connection with the purchase of Mezi, a Silicon Valley-based and venture capital backed business that created an AI powered personal travel assistant app.

Sale

  • Represented the Buffalo Sabres NHL hockey team in connection with its sale to new ownership.
  • Represented Eastman Kodak Company (NYSE: KODK) in connection with the sale of numerous businesses.
  • Represented Health Management Associates, Inc. (NYSE) in connection with the sale of non-controlling interest in seven acute care hospitals.
  • HSE represented Community Baseball Club of Central New York, Inc., which owned and operated the Syracuse Chiefs (AAA baseball club), in connection with its sale to the New York Mets (or its affiliate).

Strategic Repositioning Quadrupled a Client’s Revenues

Where we started:  Our client, Transmation, was a manufacturer and distributor of test equipment – micrometers, calibrators, pressure gauges, and similar instrumentation – with annual revenue of approximately $50 million.  In 2000, with competitive pressures, the company was in financial distress and needed to restructure to remain viable. HSE’s M&A team was engaged to plot a strategic repositioning.

Our strategy:  The first step was to sell two manufacturing subsidiaries. But while preparing the transactions, the 9/11 attacks occurred, inducing a recession and creating significant uncertainty in financial markets. The value of the subsidiaries dropped, as did the company’s revenues, producing acute fiscal challenges which imperiled both the sale of the subsidiaries and the company’s existing financial relationships. Ultimately with creative structuring, the HSE team was able to bring the transactions to closing, solidify the company’s balance sheet and create a future revenue stream as a distributor for one of the buyers.

The outcome:  Within a year of the sale, the company was actively pursuing additional transactions as part of a new roadmap to grow the company. Now known as Transcat, Inc. (Nasdaq: TRNS), the company has transitioned from a business focused primarily on manufacturing to one engaged significantly in servicing and calibrating the sorts of equipment it previously manufactured. The once-challenged company has grown annual revenue in excess of $200 million and has increased its share price over 30x since 2001.  Transcat now has market capitalization (as of July 8, 2021) of $473. Over the course of those 20 years, the HSE M&A team has advised Transcat on more than 30 transactions and five separate banking deals.

Key Contacts

Team

Nine Harter Secrest & Emery Attorneys Named ‘Lawyer of the Year’ by Best Lawyers in America 2022

Seven Harter Secrest & Emery Attorneys Named ‘Lawyer of the Year’ by Best Lawyers in America 2021

Harter Secrest & Emery Shines in Prestigious Chambers USA 2020 Rankings

Harter Secrest & Emery Earns High Honors in 2020 U.S. News - Best Lawyers “Best Law Firms” Rankings

Harter Secrest & Emery Attorneys Named to 2019 Legal Elite List

Harter Secrest & Emery: How a Midsize Upstate NY Law Firm Competes With Big Law

View All Resources

Disclaimer

This website presents only general information not intended as legal advice. Although we encourage calls, letters and emails from prospective clients, please keep in mind that merely contacting Harter Secrest & Emery LLP (HSE) does not establish an attorney-client relationship between us. Confidential information should not be sent to HSE until you have been notified in writing by HSE that a formal attorney-client relationship has been established. Information sent to us before then may not be treated as confidential by HSE or the court.

I have read this and agree     Cancel

Our website uses cookies. By continuing to use our site, you agree to our use of cookies in accordance with our Privacy Policy.