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Corporate & Finance

Mergers & Acquisitions

Allen Matkins' Mergers and Acquisitions Practice Group provides in-depth advice to a wide range of entities in financial transactions. Our clients include:

  • Acquirers and targets 
  • Management groups 
  • Significant stockholders 
  • Secured lenders 
  • Investment banking firms 
  • Acquisition vehicles such as joint ventures, buy-out funds and mezzanine debt funds 

We have experience in transactions such as: 

  • Private and public merger and acquisition transactions 
  • Strategic alliances 
  • Corporate partnering 
  • Joint ventures 
  • Stock purchases, asset purchases and stock swaps 
  • Tender and exchange offers 
  • Reorganizations, reincorporations and restructurings 
  • Spin-offs and roll-ups 
  • Leveraged buyouts 
  • Auction transactions 

Key areas of focus include: 

  • Advising on poison pills and other defensive measures 
  • Providing structuring advice 
  • Dealing with the SEC, FTC and Justice Department 
  • Assisting with due diligence investigations 
  • Negotiating and drafting acquisition agreements and related documents 
  • Counseling boards of directors and special committees 
  • Advising bankers on fairness opinions 

We work on a variety of documents and agreements related to the merger and acquisition process, such as: 

  • Letters of intent 
  • Confidentiality agreements and no-shop agreements 
  • Offering memoranda and proxy statements 
  • Information statements and tender offer documents 
  • Hart-Scott-Rodino Act reports 
  • SEC registration statements 
  • Consulting and non-competition agreements 
  • Employment agreements 
  • Severance plans

We have experience in transactions such as: 

  • Private and public merger and acquisition transactions 
  • Strategic alliances 
  • Corporate partnering 
  • Joint ventures 
  • Stock purchases, asset purchases and stock swaps 
  • Tender and exchange offers 
  • Reorganizations, reincorporations and restructurings 
  • Spin-offs and roll-ups 
  • Leveraged buyouts 
  • Auction transactions 

Key areas of focus include: 

  • Advising on poison pills and other defensive measures 
  • Providing structuring advice 
  • Dealing with the SEC, FTC and Justice Department 
  • Assisting with due diligence investigations 
  • Negotiating and drafting acquisition agreements and related documents 
  • Counseling boards of directors and special committees 
  • Advising bankers on fairness opinions 

We work on a variety of documents and agreements related to the merger and acquisition process, such as: 

  • Letters of intent 
  • Confidentiality agreements and no-shop agreements 
  • Offering memoranda and proxy statements 
  • Information statements and tender offer documents 
  • Hart-Scott-Rodino Act reports 
  • SEC registration statements 
  • Consulting and non-competition agreements 
  • Employment agreements 
  • Severance plans

EXPERIENCE

  • Imatron Inc. Represented Imatron Inc. in connection with the $200 million sale of the medical equipment manufacturer to a division of General Electric.
  • MySpace.com, Inc. Represented the management of this company in connection with the sale of its parent to a subsidiary of News Corporation.
  • Secret Level, Inc. Represented this privately-held computer game company in connection with its sale to Sega Holdings, Inc.
  • U.S. Aggregates, Inc. Represented U.S. Aggregates, Inc., a producer of aggregates, in the sale of its assets to Oldcastle Materials Inc. for approximately $145 million.
  • Tahiti Beachcomber SA. Represented the hospitality company in the acquisition of the Paul Gauguin luxury cruise liner and reservation booking company.
  • E-LOAN, Inc. Acted as special counsel to the management of E-LOAN, Inc. in connection with its acquisition by Popular, Inc. for $260 million. We also acted as regular securities counsel to E-LOAN, Inc. prior to its merger.
  • Honolua Surf Co. Represented Honolua Surf Co., a 19-store retail clothing network, in its sale to Billabong International, Ltd., Australia's largest publicly-traded surf wear manufacturer.
  • Horizon Photonics, Inc. Represented Horizon Photonics, Inc., a manufacturer of optical components for telecommunications, in its $36 million merger with Lightpath Technologies, Inc.
  • Multilink Technology Corporation. Represented Multilink, a provider of advanced components used in high-speed optical networks, in its $72 million initial public offering and subsequent acquisition by Vitesse Semiconductor Company.
  • Oakwood Worldwide. Represented Oakwood Worldwide, the largest corporate housing owner and developer in the United States, in a UPREIT roll-up transaction involving more than 20 different partnerships and 30 properties.
  • William Morris Agency. Represented William Morris Agency (now WME-Entertainment) in its consolidation with Endeavor Talent Agency and certain post merger transactions. We also represented WMA in its prior acquisition of other agencies and in a number of financing transactions and joint ventures.
  • E-LOAN, Inc. Acted as special counsel to the management of E-LOAN, Inc. in connection with its acquisition by Popular, Inc. for $260 million. We also acted as regular securities counsel to E-LOAN, Inc. prior to its merger.
  • Honolua Surf Co. Represented Honolua Surf Co., a 19-store retail clothing network, in its sale to Billabong International, Ltd., Australia's largest publicly-traded surf wear manufacturer.
  • Horizon Photonics, Inc. Represented Horizon Photonics, Inc., a manufacturer of optical components for telecommunications, in its $36 million merger with Lightpath Technologies, Inc.
  • Multilink Technology Corporation. Represented Multilink, a provider of advanced components used in high-speed optical networks, in its $72 million initial public offering and subsequent acquisition by Vitesse Semiconductor Company.
  • Oakwood Worldwide. Represented Oakwood Worldwide, the largest corporate housing owner and developer in the United States, in a UPREIT roll-up transaction involving more than 20 different partnerships and 30 properties.
  • William Morris Agency. Represented William Morris Agency (now WME-Entertainment) in its consolidation with Endeavor Talent Agency and certain post merger transactions. We also represented WMA in its prior acquisition of other agencies and in a number of financing transactions and joint ventures.
  • Related  Services

  • Commercial Finance

  • Corporate & Finance

  • Corporate Governance & Compliance

  • Employment & Labor

  • Securities Offerings & Other Financings

  • Tax

CONTACT

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Matthew J. Ertman

Partner

T(213) 955-5579
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