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MERGERS & ACQUISITIONS

Friday, Eldredge & Clark represents buyers and sellers in a variety of mergers, acquisitions and divestitures. Our lawyers will help you with the structuring, negotiation, documentation, and closing of the deal, using our firm’s full resources for everything from due diligence and tax-efficient deal structures, to financing and antitrust approval, to the review of employee benefits and non-compete agreements.

We are committed to providing our clients with exemplary service and common-sense advice. We bring a practical approach to each transaction, one that understands your sensitivity to cost and flexibility. Our goal is to add value to each transaction as we identify potential problems and develop innovative solutions to tackle the toughest issues upfront.

Focused on Clients

Whether your organization is a multinational corporation, a publicly or privately owned business entity, a not-for-profit organization, or an investment firm, our firm has the knowledge, experience, and resources to facilitate a successful transaction.

Focused on Services

Regulatory Approval - Many mergers, acquisitions, divestitures, and joint ventures do not raise antitrust concerns. For those that do, we know how to guide a deal through the Hart-Scott-Rodino (HSR) review process at the Federal Trade Commission and U.S. Department of Justice. We will work with your company to develop an approval strategy. No matter what the size and complexity of your transaction, we can analyze the relevant historical industry data to make your case for approval. When necessary, we manage regulators’ second information requests efficiently and effectively in order to attempt to secure an appropriate resolution.

Financing - If your organization is acquiring a public, private, or non-profit entity, you can rely on our lawyers to help secure and document the financing that’s right for your deal. We help both public and private acquirers secure access to the necessary capital, and can negotiate the terms of conventional bank debt, mezzanine financing, and seller-provided financing. We also assist clients with private placements, public equity, and convertible debt or equity issues.

Governance - Because we have an active mergers and acquisitions practice, an integral part of our corporate governance work involves counseling corporate governance committees, audit committees, and special committees formed to evaluate potential business combinations and mergers and acquisitions. If your organization faces any of these situations, it can involve particularly difficult issues of director and officer fiduciary responsibility. We can help you assess the details of the proposed action itself as well as the individual roles of directors in making the necessary decisions.

Employee Benefits- We offer due diligence and any necessary negotiations on benefit, pension, and compensation plans in merger and acquisition transactions, having regularly done this for one of the largest retailers in the country. Business combinations often pose unexpected complications for pension and equity compensation plans, so when you acquire a company, we explain any restrictions that apply to changing, eliminating, or consolidating the target firm’s plans, including issues involving COBRA coverage. We also counsel clients to better ensure that the benefit plans of buyers and sellers comply with the law, are free from the tax penalty, and are adequately funded – all to keep hidden costs from suddenly appearing after closing.

Special Business Sector Issues - Although many transactional issues are the same for a wide range of companies, there are unique issues involving certain business sectors in which we have a special focus:

Small and emerging companies - If you are the officer or director of a small or emerging venture company, we can help you handle all the details of successful growth strategies through business combinations with established companies. We often assist emerging companies with acquisitions and mergers, and leveraged buy-outs, as well as with the complex securities, corporate finance, and tax issues these transactions involve.

Family businesses - We can create buy-sell agreements for family business owners to meet their tax, business succession, and estate-planning goals. If the eventual disposition of your business is your financial objective, we guide you to the most tax-efficient strategies for a sale, merger, or liquidation.

Healthcare providers. Hospitals and hospital systems throughout Arkansas rely on our excellent working relationships with state regulatory authorities and the Federal Trade Commission to secure approval for the business combinations that are essential for competing effectively in today’s health care market. We understand all the applicable competition law standards and work to ensure that your hospital or medical center is properly positioned to avoid investigation or litigation of antitrust claims over the delivery of health care services. When the parties to the transaction are both for-profit and non-profit entities, our lawyers coordinate the multiple benefits plans of affiliated entities to ensure that all necessary distinctions are made between taxable and tax-exempt operations.

Focused on our Team

Our M & A attorneys all have backgrounds in corporate finance and securities, accounting, income taxation and commercial lending and management, giving them the ability to understand not only the legal aspects of a deal, but also what is at stake from a business perspective. Most attorneys in this group have earned their master’s degree in taxation providing them valuable knowledge and insight into all areas of tax law.

Many of our attorneys have been recognized by Best Lawyers in America and Mid-South Super Lawyers specifically for their work in mergers and acquisitions law.

Focused on Results

  • Represented of Arkansas Development Finance Authority with its secondary financing of the construction of Big River Steel $1 billion flat-rolled steel mini mill and formulated solution to allow ADFA to obtain title insurance coverage for mechanic/materialmen liens.
  • Represented of Murphy Oil USA, Inc. in its real estate acquisition in excess of $200 million of multiple and single sites in 10 states from a large retailer.
  • Represented George’s, Inc. in the acquisition of Campos Foods.
  • Advised CDI Contractors, LLC during negotiation of its contract to build new hospital in Conway, Arkansas.
  • Represented a number of banks in capital raise transactions, acquisitions of other banks, subordinated debt securities, formation of banking holding company and related securities exchange.
  • Represented a regional distributor of propane in Arkansas and Louisiana in the sale of its assets to a strategic purchaser.
  • Represented an international manufacturing company as QALICB counsel in an NMTC financing transaction for development of a new $300 million manufacturing plant in Mississippi.
  • Represented environmental consulting firm in $280 million sale and rollover equity transaction.
  • Represented financial holding company in $140MM capital raise.
  • Represented purchaser in $100 million+ acquisition of membership interests in holding company with a variety of portfolio investments.
  • Represented purchaser in $100 million+ acquisition of various automotive dealerships.
  • Assisted a Canadian company in the acquisitions, and state and local incentives for an $80 million lumber mill project.
  • Represented a solar industry client in the development of a $70 million solar electric power generation facility in Tennessee utilizing NMTC and renewable energy tax credit financing. 
  • Represented financial services firm in $60 million acquisition.
  • Representing banking software company in $45 million potential sale of assets to a strategic purchaser.
  • Represented a hospitality industry client in a $48 million acquisition of a portfolio of hotel properties. 
  • Represented agricultural producer in $30 million membership interest sale to a private equity fund.
  • Represented a national tax credit investor in a $22 million twinned NMTC and historic rehabilitation tax credit transaction for a mixed-use, high-rise, historic building in Arkansas.
  • Represented environmental services firm in over $20 million asset sale to strategic purchaser.
  • Representing medical marijuana physician services provider in $17 million sale and equity rollover transaction.
  • Represented insurance agency in $15 million asset sale to strategic purchaser.
  • Assisted a Japanese auto components manufacturer in locating a facility in Arkansas.
  • Advised and represented lenders in commercial real estate lending, second lien financings and other secured lending transactions, as well as advised clients regarding loan restructurings and loan workouts.
  • Advised and represented clients in the sale and leasing of oil, gas and mineral interests and protection of surface use rights.
  • Advised and represented clients in negotiation of ground leases for solar energy generating facilities. 
  • Represented a national fuel retailer in acquisition and development of new retail stores in Arkansas, Texas, Tennessee, Missouri, Oklahoma, Kansas and Nebraska.
  • Represented a Fortune 100 company in its acquisition of approximately 300 retail locations in nine states.
  • Represented the court-appointed receiver for one of the largest shopping centers in Arkansas

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