Services > Business/Transactional > Mergers & Acquisitions

Thompson Coburn’s mergers and acquisitions practice has a national reputation for quality legal work and client service. According to a recent ranking in Chambers USA, Thompson Coburn “wins particular praise for its impressive track record in high profile…corporate transactions…with finance and securities work also seen as a strong suit.”

We are a leading adviser to public and private companies and firms on all types of mergers and acquisitions transactions, including public company transactions, private company transactions, private equity investments, going private transactions, acquisitions and dispositions of subsidiaries, divisions and other assets, and joint ventures. We are routinely engaged to work on transactions or other matters in which the largest law firms in the country are involved. We represent clients from small and mid-sized private companies to large capitalization public corporations, across the full range of industrial sectors, in connection with both negotiated and unsolicited transactions.

We help clients determine the most beneficial form and structure of a transaction from operational, accounting and tax perspectives, in negotiating and documenting the transaction, and in meeting the conditions and contingencies to closing as efficiently as possible. Our thorough knowledge of the regulatory aspects inherent in all types of corporate matters allows us to determine the most appropriate method to expedite the desired corporate action. We also collaborate closely with other attorneys in our firm who practice in tax, antitrust, intellectual property, employee benefits, labor and employment, real estate and environmental law to provide our clients with comprehensive and innovative advice.

Although our practice focuses mostly on negotiated transactions, we are also experienced in representing both acquirers and targets in unsolicited and hostile takeovers and other contested matters. In addition, we have represented a number of clients in other types of sophisticated transactions, including spin-offs and leveraged ESOP or management-led buyouts.

Our mergers and acquisitions practice is bolstered by our broad experience in corporate governance matters. We routinely counsel boards of directors and executive officers regarding significant transactions, takeover readiness, disclosure issues, Sarbanes-Oxley matters and internal investigations.

Partners

Bock, Cherie Stephens

Craven, J. Jeffrey

Dorwart, Donald B.

Eilerts, Kimberly M.

Fagel, Allen J.

Fanchi, Peter A.

Fischer, Barry L.

Fogle, James L.

Goldstein, A. Jay

Haber, Joel A.

Haglof, Ronald E.

Hulsey, Benjamin H.

Kamensky, Robert N.

Kinsock, Thomas B.

Klinghammer, Andrew J.

Kloeppel, Michele C.

LaRose, Robert M.

Litz, Thomas A.

Minogue, Thomas J.

Omer, Gregory D.

Proost, Thomas E.

Reid, Christopher B.

Stewart, Raymond J.

Strasheim, Frederick R.

Walch, W. Stanley

Senior Counsel

Sandweg Jr., Gerard K.

Of Counsel

Raclin, Grier C.

Associates

Bartholomew, Kent W.

Bollinger, Daniel J.

Dunn, Erin L.

Lucas, Robert A.

Patterson, Gregory A.

Thompson, Stephen B.

Torgoley, Babak

Wahlquist, Brian R.

Weiss, Benjamin M.

Yaeger, Drew H.

• Angelica Corporation
• Baldor Electric Company
• Barry-Wehmiller Company
• Bethesda Health Group, Inc.
• Bunge North America, Inc.
• Bunzl USA, Inc.
• Bush O’Donnell Smith Capital Partners, LLC
• Charter Communications, Inc.
• Energizer Holdings
• Enterprise Rent-A-Car 
• Federal Signal Corporation
• Insituform Technologies
• The Laclede Group
• Maritz Holdings, Inc.
• RehabCare Group, Inc.
• Stifel Nicolaus & Company
• United Van Lines, Inc.
• U.S. Bank, N.A.
• XTRA Corporation
• Zoltek Companies

• In 2010 we represented Federal Signal Corp. in its acquisition of Sirit Inc., valued at $77 million. Sirit designs, develops and manufactures radio frequency identification device technology for tolling, electronic vehicle registration, parking and cashless payments.
• In 2009 we represented Insituform Technologies, Inc. in its acquisition of Corrpro Companies, valued at $92 million, and Bayou Technologies, Inc., valued at $135 million. Corrpro is a provider of corrosive protection and pipeline maintenance services for the energy industry. Bayou's products and services include internal and external pipeline coating, lining, weighting and insulation, as well as specialty fabrication and services for off-shore deep water installations, including project management and logistics.
• We represented ConocoPhillips in its purchase and subsequent sale of a 50% interest in the TransCanada Keystone Pipeline joint venture, a multibillion-dollar project to construct and operate a large North American crude oil pipeline.
• The firm represented Federal Signal Corporation in its purchase of all of the capital stock of PIPS Technologies.
• The firm served as counsel to a Bush O’Donnell Smith Capital Partners, LLC private equity fund in connection with its acquisition of Desierto Verde, LLC, an industry leader in promoting environmentally sensitive landscaping and site development.
• We represented Bunge North America, Inc. in connection with the sale of its membership interest in Biofuels Company of America LLC to Renewable Energy Group, Inc.
• We represented Federal Signal Corporation in connection with the $65 million stock sale of its Dayton Tool Group subsidiary to Connell Limited Partnership.
• We served as counsel to Allegiant Bancorp., Inc. in connection with its $110 million acquisition of Southside Bancshares Corp., and the related public offering of $40 million of Trust Preferred Securities by Allegiant Bancorp.
• We represented Laser Vision Centers, Inc. in connection with its $70 million merger with TLC Laser Centers, Inc.
• The firm represented RehabCare Group, Inc. in its $101.5 million LLC membership unit acquisition of Symphony Health Services LLC from Leucadia National Corporation.
• We represented Engineered Support Systems, Inc. in its $1.9 billion merger with DRS Technologies, Inc., a supplier of integrated products, services and support to military forces, intelligence agencies and prime contractors worldwide.
• The firm served as counsel to Dash Multi-Corp., Inc. in connection with its “going private” merger transaction with R-B Rubber Products, Inc.
• We served as counsel to Citation Computer Systems in connection with its merger with Cerner Corporation.
• We represented Sprint PCS affiliate, AirGate Wireless, Inc., operating in the Southeast United States, providing counseling on FCC licensing, management agreement/build-out issues and equipment financing, as well as successful placement of high-yield debt ($156 million) and initial public offering ($130 million).
• The firm represented Micro Technologies, LLC, a government contractor, in regulatory and business diligence as well as acquisitions of three business units, including IP/trademark registrations, employees and numerous government contracts that required novation.
• We represented Ramcell, Inc., a privately held cellular carrier, in asset sale to Verizon Wireless of 50 cell site wireless networks covering two states, including structuring of liability caps, resolving environmental and FCC regulatory compliance (E-911, PSAP) issues, settling of numerous vendor contract disputes and facilitating tax strategy and implementation.