The attorneys of the Corporate & Business Law Group are frequently involved in M&A transactions, representing both buyers and sellers, and assisting our clients in negotiating the terms of the transaction, preparing and reviewing letters of intent and definitive acquisition agreements, performing due diligence examinations, and effecting successful closings. M&A transactions handled by Meyer, Unkovic & Scott have involved numerous different types of businesses in manufacturing, service and professional industries. If you are interested in buying or selling a company but need help locating the right candidate, we also have the resources to assist you in your search.
Some recent transactions for which we have been lead counsel include:
- Representation of a U.S. corporation in the sale of its assets to a Chinese-owned entity. This deal represented one of the first deals done in Pittsburgh where Chinese capital was invested in a U.S. entity.
- Represented a large, multinational client engaged in the business of design, engineering, and construction of steel mills and equipment worldwide that decided to merge two U.S.-based subsidiaries in a manner which would maximize tax benefits while deferring the payment of any current income tax. This complex transaction required careful tax planning and drafting of documents, and successfully achieved the desired objective of the client.
- Represented an international corporate client engaged in designing and manufacturing refractory products and services, in connection with the sale of its ceramic and soluble fiber product divisions (with plants and related assets located in the United States and Poland) for approximately USD $24 million. Negotiated and documented the asset purchase agreement, noncompete agreements, distributor agreements, a transition service agreement, a tax allocation schedule and all related transactional documents.
- Represented the shareholders of a privately held corporation engaged in the business of manufacturing and selling topical analgesics and massage therapy products in connection with the sale of their stock to a large venture capital group for approximately USD $62 million. The transaction was structured as a stock sale, but for tax purposes it was treated as a sale of assets by the corporation under Section 338(h)(10) of the Internal Revenue Code. Negotiated and prepared the Stock Purchase Agreement, disclosure schedules and all related transactional documents.
- Represented and advised a privately-held oil and gas company in connection with a combination of its business with another oil and gas company in a transaction worth approximately USD $13 million. The transaction involved the formation of a holding company (limited partnership) and the tax-free contribution of assets to the holding company. Representation including negotiating and drafting the Asset Contribution Agreement, Partnership Agreement, employment agreements, and all related transactional documents.
- Represented a venture capital group in connection with the acquisition of the assets of a designer and manufacturer of steam generators, thermal fluid heaters and power burners for approximately USD $7.5 million. Representation included conducting legal due diligence, negotiating and drafting the Asset Purchase Agreement, employment and noncompete agreements, purchase price earn-out agreements, and all related transactional documents. Representation included forming an acquisition company to acquire the assets.
The attorneys in Meyer, Unkovic & Scott’s Corporate & Business Law Group possess the knowledge, understanding, and dedication necessary to assist you with respect to mergers and acquisitions. Please contact us if you are contemplating or have any questions regarding such a strategy.