Norris McLaughlin & Marcus, P.A.

REPRESENTATIVE M&A TRANSACTIONS

Advised Colavita USA, LLC, in the recent deal, where Colavita S.p.A. acquired a majority interest in Colavita USA. Colavita USA is the exclusive importer, marketer and distributor of Colavita brand oils and other Italian foods in North America. Colavita S.p.A. is a top global manufacturer of Italian olive oils. Founded by John Profaci Sr. in 1978, Colavita USA is a leader in the food and hospitality industry. The transaction unites the interests of the Colavita and Profaci families in a single location, and will facilitate the continued expansion of Colavita brand products in the North American market. Financial terms of the transaction were not disclosed.

Currently involved in the merger of technology/manufacturing company with acquisition subsidiary of a public company. The transaction involves the reorganization and spin-off of an unwanted subsidiary of the New Jersey target company prior to merger of target into a Delaware subsidiary of a Texas public company. The transaction provided for the payment of $50 million cash at closing and the distribution of an additional $1,200,000 of target cash in connection with the spin-off of the unwanted subsidiary to the target’s shareholders. The target’s operations in technology development and manufacturing in New Jersey required Phase I and II environmental audits, a remediation plan, and the entry of a Remediation Agreement with the New Jersey Department of Environmental Protection, including remediation and other escrows to address potential environmental situations.  

Currently involved in the acquisition of an engineering/manufacturing company in a Section 363 bankruptcy proceeding. The transaction involves the acquisition of a Virginia engineering, manufacturing and distribution company in the food service industry by a wholly-owned subsidiary of a New Jersey company with funding from its German parent. The transaction involves the acquisition company working with the target to achieve a “structured bankruptcy asset acquisition” under Section 363 of the U.S. Bankruptcy Code.  The proposed purchase price, including the assumption of certain contracts, customer deposits and other liabilities, is projected to be approximately $3 million. The principal stockholder of the target will continue employment with the acquisition company for compensation, incentive bonuses and a twenty percent Stock Appreciation Rights program with the acquiring company.

Currently representing a buyer in the acquisition of an aluminum castings business plant in the Midwest which is a subsidiary of a German conglomerate. The purchase price will be financed with the sale/leaseback of two plant facilities, conventional bank financing and private equity investments. Purchase price is approximately $34 million.

Involved in the sale of stock in a telecommunications consulting company, including recapitalization, earn-out, subordinated note and investment bank-financed aspects of transaction. The sale of capital stock of a telecommunications consulting company to a wholly-owned subsidiary of a Canadian parent was preceded by a reorganization and recapitalization of the target company to create a Class B stock to be issued to certain of the principals remaining with the target company post-closing. The purchase price was $26 million including earn-out formulae for the founders, plus consulting and restrictive covenants for the founders.  The sale was partially financed by a $10 million loan to the acquiring company.

Represented the shareholders and company in connection with a leveraged acquisition of their technology-oriented company by a United States subsidiary of a Canadian company.  Including all of the component parts, the deal was approximately $50 million.

Involved in the sale of membership interest in health care company providing institutional pharmacy and hospice services for cash, notes and equity in acquiring company with guaranty of parent of acquiring company. This deal involved the sale of Class A, B and C membership interests in New Jersey limited liability company to Delaware limited liability company. The transaction involved a sale of founder’s, investors’ and key employees’ membership interests for total consideration of $41 million, including cash, promissory notes, an exchange of membership interests in the target company for membership interests in the acquiring company, employment contracts and restrictive covenants. 

Represented a pharmaceutical service company acquired for approximately $43 million in a roll-up transaction to create a new entity with financing from a group of private equity funds.  Representation extended to both the CEO’s employment arrangement and her direct investment in the new company.

Involved in the sale of photographer representation business to archival and content company for cash and promissory notes.  The deal involved the sale of capital stock of a New York company representing high-level and world-renowned photographers to a Washington state company providing images to the public marketplace. The transaction involved payment of $4 million cash at closing and $4 million in promissory notes. The founder continued as key executive of the acquiring company.

Represented a U.S.-based fragrance and flavor manufacturer in an asset-acquisition deal with another fragrance and flavor manufacturer.  The deal required a wide range of legal and business expertise, including corporate, tax, intellectual property, real estate, human resources and environmental. The transaction involved a variety of both domestic and international issues, including the transfer of subsidiaries in both France and China. The purchase price was approximately $60 million.

Involved in the sale of a U.S. metals trading company owned by South African parent. Handled Hart-Scott-Rodino filing.

Involved in the sale of a New Jersey gas utility to an Atlanta holding company regarding resolution of substantial New Jersey regulatory and opinion issues.

Represented a buyer in the acquisition of a fruit preparations manufacturer with facilities in Philadelphia and Los Angeles. The purchase price of $38 million was financed with sale/leaseback of the two plants, conventional bank financing and seller’s subordinated note.

Participated in the due diligence efforts by which two phone companies joined to form a wireless phone company and thereafter merged with the wireless assets of another company. This deal included review of network leases and other agreements in order to determine and address issues of assignability, restriction on use, and overlap of locations. Also participated in due diligence in various acquisitions by the client, or its predecessor, of network assets from third parties. This included review of leases and other property agreements and resolution of issues arising from them. Additionally, participated in the selling of towers to third parties, including working on transactional documents, resolving title and contract issues and participation in closings.

Represented publicly-traded bank in an acquisition, gaining shareholder and bank regulatory approval, by an $11.1 billion multi-bank holding company.  The deal was for approximately $90 million and listed in the New Jersey Law Journal as one New Jersey’s largest transactions of 2005.

Represented the U.S. subsidiary and the parent company, a Finnish medical device manufacturer, with regard to certain aspects of a $2.23 billion transaction where both were acquired by a major U.S. conglomerate.

Negotiated and completed two major international service agreements on behalf of major sales organization.  The first resulted in the deployment of over 200 sales representatives throughout the country and will generate revenues for the client in excess of $30 million. The second agreement is a two-year contract with a French-based pharmaceutical company. This agreement will result in the deployment of over 250 sales representatives and will result in revenues in excess of $35 million.

Restructured the bylaws for a major publicly-traded manufacturer of scientific research equipment to facilitate transition planning and allow for non-executive board leadership to be consistent with the post Sarbanes-Oxley NASDAQ independence requirements.

Handled the public offering of 700,000 shares of common stock of a water company, gaining approvals from the United States Securities and Exchange Commission and the New Jersey Board of Public Utilities.  The company received in excess of $13 million from this offering. 

Represented a $500 million publicly-traded global provider of customer relationship management (CRM) software products and support services to the pharmaceutical industry with business formation, IPO and related matters.

Reorganized the United States operations of a large multi-national pharmaceutical company where the total value of all related transactions exceeded $1 billion.

Assisted client with raising approximately $100 million in connection with a real estate investment trust.  The transaction included negotiating with the New Jersey Bureau of Securities to obtain clearance of sale of those securities in New Jersey.