Mergers and Acquisitions

Calfee’s team of more than 30 dedicated Mergers and Acquisitions (“M&A”) attorneys armed with decades of transactional experience, provide counsel and assist clients in navigating every issue and nuance of a transaction. We understand each transaction is unique and must be approached in a specific manner. We have the resources to staff and support deal teams with attorneys from our 30-plus different practice groups who have experience in areas such as Securities and Capital Markets, Tax, Antitrust, Commercial Business, Intellectual Property and Litigation, to name a few. Collaboration with these team members ensures each transaction is efficiently managed.

Our M&A attorneys focus on understanding the business motivations underlying each transaction and then help the client identify the most suitable structure, devise strategies to mitigate risk and overcome obstacles, and negotiate reasonable protections in light of the size and complexity of the transaction and the client’s expectations.

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Calfee’s M&A attorneys provide counsel during each phase of a transaction — from inception through closing, we assist our clients in navigating every issue and nuance of a transaction.  We understand that each transaction is unique and must be approached in a way that is designed to fit the particular circumstances.  Our team of over 30 dedicated M&A attorneys and decades of experience provide us with transactional practice know-how that is both broad and deep.  As a full-service business law firm, we have the resources to staff and support deal teams with attorneys from our 30-plus different practice groups who have subject-matter experience in such areas as Securities and Capital Markets, Tax, Antitrust, Employee Benefits and Executive Compensation, Commercial Business and Finance, Real Estate, Environmental, Intellectual Property and Litigation.  Collaboration with these team members ensures that each transaction is both expertly and efficiently managed.

Our Clients

We guide clients through the process of structuring, negotiating and completing acquisitions and divestitures of assets and stock, mergers, strategic alliances and joint venture arrangements.  After closing, we advise clients on post-transaction integration and indemnification matters and, in the case of acquisitions, we often function as outside “general counsel” to our clients on day-to-day matters. Learn more about our corporate services here .

With a strong foothold in the regional middle-market, we represent both privately-held and publicly-traded companies, private equity funds, private entrepreneurs and family-owned businesses, among other types of clients.  According to the 2014 edition of Chambers USA, Calfee’s M&A group “boasts a large team with a strong private equity, corporate and public company client base.  [The group is] recognized for its growing oil and gas focus and notable activity in the manufacturing and healthcare sectors.”

 Industry Expertise

  • Banking
  • Biotechnology 
  • Consumer Products
  • Energy
  • Entertainment & Arts 
  • Financial/Capital Markets 
  • Food & Beverage
  • Health care & Life Sciences
  • Hospitality
  • Industrial & Manufacturing
  • IT & Tech Transfer
  • Logistics 
  • Mining & Utilities 
  • Oil & Gas
  • Pharmaceutical & Chemical 
  • Real Estate
  • Transportation, including aviation and trucking 

For a List of our Capabilities, click here

Our Value

Our M&A attorneys focus on understanding the business motivations underlying each transaction, and then helping the client identify the most suitable structure, devise strategies to mitigate risk and overcome obstacles, and negotiate reasonable protections in light of the size and complexity of the transaction and the client’s expectations.

We know the deal business.  Calfee has the expertise to manage transactions of all sizes — with completed transactions ranging in value from $500,000 to over $3 billion — to staff transactions and use resources in a cost-effective manner and to add value with our competitive rates.  Whether the deal involves a relatively straightforward asset purchase of a single facility business, or a multi entity, multi jurisdictional transaction for a publicly held conglomerate, we keep our client’s goals at the forefront.

We work with our clients to allocate the risks of both known and unknown liabilities in a way that our clients consider fair and reasonable and to enable our clients to make sound and practical decisions that further their business goals.  We also counsel on potential tax savings or deferral opportunities in structuring the transaction and management compensation arrangements.  We stay at our clients’ sides, presenting creative solutions to get deals done, in the context of our clients’ overall business objectives and risk profiles.

Our Team

Calfee’s M&A professionals are committed to delivering superior client service and partnering with our clients on the road to success.  We live by these five “golden rules” of client service:

  • Know the client and never lose sight of the client's objectives 
  • Be creative in identifying solutions that enhance the client's success
  • Be responsive and communicate with the client regularly
  • Give proactive, practical advice to enable the client to make informed business decisions 
  • Trust and respect the client in order to foster strong, long-term relationships 

Many of our M&A attorneys currently serve, or have previously served, as in-house counsel, general counsel, corporate board members, and advisory board members.  This collective experience has shaped our M&A attorneys’ perspective and provided valuable insight into the client mindset.  As a firm, our attorneys and legal professionals approach engagements with a sense of teamwork — working together internally across multiple disciplines and working closely with the client’s management and other internal and external advisors — to efficiently coordinate projects and leverage our expertise to contribute to an optimal outcome for the client.

  • Represented The J.M. Smucker Company (NYSE: SJM) in the acquisition of the Folgers Coffee business from The Procter & Gamble Company through a Reverse Morris Trust transaction, valued at over $3 billion.
  • Represented Cliffs Natural Resources Inc. in the acquisition of the West Virginia coal operations of INR Energy, LLC, a producer and exporter of high-volatile metallurgical and thermal coal, for $775 million.
  • Represented FML Holdings, Inc. (n/k/a FMSA Holdings Inc. (NYSE: FMSA), an affiliate of Fairmount Santrol Inc.), a producer of high-purity sand for a broad range of industrial applications including sand-based proppants for the oil and gas industry, in the sale of a 51% equity interest to ASP FML Holdings, LLC (an affiliate of American Securities Capital Partners, LLC), and a $775 million credit facility in connection therewith.
  • Represented Transtar Holding Company (a Linsalata Capital Partners portfolio company), a distributor of driveline solutions and a supplier of autobody refinishing solutions to the automotive repair industry, in the sale of securities to Speedstar Acquisition Corporation (an affiliate of Friedman, Fleischer & Lowe LLC).
  • Represented The J.M. Smucker Company (NYSE: SJM) in the acquisition of assets of Sara Lee Corporation, a foodservice, coffee and hot beverage business.
  • Represented Mayfran Holdings, Inc., a provider of engineered solutions for scrap and coolant management and material handling, in the sale of stock and equity interests in Mayfran International, Incorporated and Conergics International, LLC (two of its subsidiary companies) to Tsubakimoto Chain Co.
  • Represented Rust-Oleum Corporation (a subsidiary of RPM International Inc. (NYSE: RPM)) in the acquisition of the prime paint manufacturing and contract packaging business of Synta, Inc.
  • Represented GCA Services Group, Inc., a provider of facility janitorial and custodial services, in a merger transaction with Erie Acquisition Holdings, Inc. (a portfolio company of The Blackstone Group), with GCA Services Group, Inc. as the surviving corporation.
  • Represented Cardinal Health 108, Inc., Cardinal Health P.R. 120, Inc. and Cardinal Health 111, LLC in the acquisition of the supply chain service business for pharmaceutical critical care and fractionated blood products of Novis Pharmaceuticals, LLC. 
  • Represented Invacare Corporation (NYSE: IVC) in the sale of stock of Invacare Supply Group, Inc., a distributor of disposable medical supplies, to AssuraMed, Inc. for $150 million.
  • Represented Flexjet, LLC (the acquisition entity of Flight Options, LLC) in the acquisition of the Flexjet division of Bombardier Corporation.
  • Represented NT Holding Company (a Linsalata Capital Partners portfolio company), a manufacturer and distributor of radiofrequency devices for the treatment of chronic pain conditions, in the sale of securities to St. Jude Medical, Inc.