Mergers and Acquisitions

Overview

Our Mergers and Acquisitions practice provides clients with the expertise, insight, and individual attention they need to navigate complex corporate transactions in a strategic and thoughtful manner. Our lawyers draw on their deep M&A backgrounds – from representing multinational corporations to startup ventures to entrepreneurial individuals – to help clients identify and remain committed to their objectives, anticipate and take steps to mitigate risks, and best position themselves at each step in the transaction process. Our lawyers understand that it is critical to our clients’ success that we remain intimately involved in each M&A engagement, from the initial conversation through deal conclusion. When you meet a Friedman Kaplan lawyer to discuss a possible sale of your family business or a strategic acquisition of a competitor, that is the lawyer you will strategize and collaborate with throughout the life cycle of the transaction, from sketching out the term sheet to the deal closing. We believe that this level of intimate involvement is an essential part of making sure our clients’ demands are met, and is what sets us apart from our peers.

Our approach has yielded exceptional results for our broad range of clients. We’ve advised a multinational telecommunications company in its sale of a billion-dollar business, a major auction house in a stagnating financial environment in connection with a high-stakes sale of equity, a newly-formed private equity fund in a series of offshore acquisitions, and many other major clients in transactions that were critical to the short- and long-term health of their businesses. In these and in all of our matters, Friedman Kaplan attorneys make our clients’ challenges our own, and leverage our deep perspective and insight to ensure their best interests are protected.

Selected Experience

  • Representation of Nettar Group Inc. (dba Satellogic), a leader in high-resolution satellite data collection, in connection with a transaction to go public through a merger with CF Acquisition Corp. V, a special purpose acquisition company (SPAC) sponsored by Cantor Fitzgerald.
  • We represented a manufacturer of highly-engineered aerospace hydraulic and fuel system components for commercial and military aircraft in its acquisition by a publicly-owned company for a purchase price in excess of $250 million.
  • We advised the Special Committee of the Board of Atlas Pipeline Partners, L.P. in connection with the evaluation and negotiation of Atlas’s approximately $400 million asset sale to Atlas Energy, L.P., the corporation that controlled the general partner of Atlas Pipeline. Our work included advice related to the fiduciary duties of the Committee, identification of the appropriate level of Committee involvement in the transaction evaluation and negotiation process, and negotiation of principal transaction documentation with the purchaser. We also represented the Committee in connection with a derivative action that was filed challenging the transaction.
  • We represented Trilogy International Partners LLC in a $875 million business combination with Alignvest Acquisition Corporation, a special purpose acquisition corporation (SPAC).
  • We represented an investment holding company in connection with the sale of its interest in Clearwire Corporation, a publicly held company, to Sprint for approximately $100 million.
  • We represented an international wireless company in connection with the raising of debt and equity in excess of $800 million and the subsequent acquisition of mobile network businesses in Bolivia, Haiti, the Dominican Republic, and New Zealand.
  • We represented a major private equity fund in connection with a substantial number of investments and exit transactions in the People’s Republic of China, including in investments conducted through special purpose investment vehicles.
  • We represented a global financial services firm in connection with its acquisition of an asset management company and in the related negotiation of the firm’s employment contract with the company’s founder. 
  • We represented a sports and entertainment benefit program provider and online ticket marketplace in the sale of its business to a leading travel and entertainment company.
  • We represented an Israeli-based technology company and its venture capital investor and other shareholders in its sale to a U.S. publicly-traded provider of online content delivery services.
  • We represented T-Mobile (then known as VoiceStream) in its acquisition by Deutsche Telekom, a transaction valued at more than $50 billion at the time it was announced.
  • We represented Western Wireless Corporation in connection with its over $6 billion merger with Alltel Wireless.
  • We represented Alltel and its subsidiary, Western Wireless International Corporation, in the sale of Tele.ring, an Austrian cellular telephone operator, to Deutsche Telekom for a purchase price in excess of $1.5 billion, and in its sale of Meteor, an Irish cellular telephone operator, for a purchase price of approximately $500 million.

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Case Studies

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A Novel Transaction

We represented our long-time client Trilogy International Partners, an international telecommunications company led by wireless pioneer John W. Stanton, in its conversion to a public company through a $875 million business combination with Alignvest Acquisition Corporation, a Canadian SPAC, in an Up-C transaction. We also advised the client on its substantially concurrent refinancing of its high yield bonds.

Value for Our Clients

Through our lawyers’ deep knowledge of the client and extensive experience advising on complex transactions, we were able to help Trilogy successfully navigate the cross-border business, tax, securities, and financing issues associated with the transactions. Despite there being few instances of Up-C transactions outside of the REIT context, we quickly and efficiently became knowledgeable on the Up-C structure and related issues.

Achievement of Commerical Objectives

Armed with this knowledge and a strong commitment to our client’s business goals, we served as skilled legal advisors and business counselors throughout the months-long representation to help the client achieve its commercial objectives: receiving substantial capital from Alignvest, refinancing its debt at a substantially reduced interest rate, and providing an exit path for its existing equity holders.