Mergers & Acquisitions

From start-ups to national industry leaders, financial investors to strategic buyers, we know the specific challenges that buyers, sellers, and investors face. We provide adept guidance in assisting them in closing their transactions and achieving their goals.

Overview

From inception, we’ve served as trusted advisors in counseling growing public companies on all aspects of mergers, acquisitions, investments, and joint ventures throughout the U.S. and abroad. We have extensive experience with middle-market companies and the M&A realities they confront. Our clients run the gamut from family-owned businesses looking for an exit strategy to private equity-owned platforms looking to dominate a market to public companies expanding through new product acquisition and development. We help our clients succeed through creatively structured deals that range in enterprise value from less than $5 million to over $1 billion.

By developing long-term relationships with our clients and a thorough understanding of their industries, we have amassed deep familiarity with consumer products, healthcare, finance, logistics and transportation, manufacturing and technology. This allows us to anticipate potential hurdles and uncover opportunities for growth.

When necessary, we rely on a strong team of professionals in our Securities, Finance, Tax, Employee Benefits, Intellectual Property, Environmental, Real Estate, Payment Systems & Fintech, and other practice groups. Our multidisciplinary approach means that we staff each deal with the perfect team to help our clients successfully achieve their goals and consummate their transactions. Nevertheless, a focus on staffing transactions as lean as possible ensures we are able to deliver the value our clients seek. We often hear from clients that they appreciate the creative solutions, improved results, efficiency, and value that this approach to client service delivers. We actively encourage alternative fee arrangements to ensure that client value expectations align with their transactional goals.

Experience

  • Led the public offering of Sysco Corporation, a Fortune 100 national food distribution company, from its beginning to the present, including more than 100 acquisitions, dozens of public company offerings, and its listing on the New York Stock Exchange.
  • Represented the leading online registration and club management system software company in its position as a seller in a reverse triangular merger of the software company into a subsidiary owned by a public company in the sporting goods industry.
  • Represented a large hospital system in the development of a system-wide, multi-specialty, physician practice acquisition strategy and process, including all documentation and negotiation.
  • Represented the lead investor in a $30 million Series B round investment in an early-stage medical products company.
  • Represented a Georgia municipal hospital authority in its acquisition of a skilled nursing facility.
  • Serving as health regulatory counsel to a private equity group in the acquisition of substantially all of the assets of a national hospital chain. The transaction value was in excess of $1 billion.
  • Serving as health regulatory counsel to a private equity group in the acquisition of a home health provider, including the transfer of all necessary operational licenses. The purchase price was in excess of $5 million.
  • Represented an interstate trucking company in the acquisition of a regional refrigerated trucking company.
  • Assisted in the representation of a national food distribution company in its U.S. mergers and acquisitions and corporate structuring matters.
  • Assisted an affiliate of Sysco Corporation with employee benefits aspects of a $48 million acquisition of substantially all of the assets of European Imports, LTD, and certain of its affiliates. European Imports is a specialty foods distributor based in Chicago and also has operations in Atlanta, Dallas, Denver, and Phoenix.
  • Assisted with due diligence for the acquisition of a pharmaceutical company.
  • Represented the lead investor in a $10 million Series B round and a $10 million Series C round investment in an early-stage medical products company.
  • Represented the largest non-foods specialty distributor in the U.S. in its position as a buyer in a leveraged acquisition of majority control of a refrigerated trucking and brokerage business, including all related equity, debt, and restructuring issues.
  • Represented a physician specialty group practice in asset sale to a tax-exempt hospital system and related development of a center of excellence. Varied employment arrangements for all acquired providers. The purchase price was in excess of $5 million.
  • Represented a national food distribution company in a $39 million purchase of the stock of a broad-line food service distributor.
  • Represented a national food distribution company in a $33 million stock purchase and real estate acquisition of a broad-line food service distributor.
  • Represented the seller of a nursing home facility and related assets located in Washington, D.C., in a $13 million transaction.
  • Represented a large hospital system in the development of a professional services agreement for the development and offering of general surgery services.
  • Represented a large regional health system in the acquisition of a privately held, joint venture ancillary service provider.
  • Represented a large hospital system in the development of a regional urgent care joint venture arrangement, including tax strategy, corporate structure, and regulatory analysis.
  • Represented a large regional health system in the corporate restructuring of its operations from a Georgia Hospital Authority-operated hospital to a restructured, tax-exempt not-for-profit hospital.
  • Represented a large hospital system in the development of a single specialty (hospital-physician) joint venture ambulatory surgery center.
  • Assisted a large regional hospital system in the development and negotiation of an exclusive provider agreement for hospital-based services.
  • Represented a large hospital system in fraud and abuse analysis related to the development and securities offering of a multi-specialty ambulatory surgery center.
  • Represented a large hospital system in the negotiation and drafting of a specialty joint venture agreement, including all regulatory analysis and drafting of corporate transaction documents.
  • Represented a national food distribution company in a $40 million purchase of all of the assets of a broad-line food service distributor.
  • Represented the management of a division of a multi-national public company in successfully acquiring the assets of the division in a “Stalking Horse” Bid in the US Bankruptcy Court in Delaware. After acquiring all of the assets, he represented the company for more than ten years in various corporate matters until he assisted the client in a stock sale of the company to a large public company.
  • Over nine years, represented a series of three Sprint PCS network partners with respect to their affiliation agreements with Sprint. Advised the clients with respect to all aspects of the contractual relationships and represented two of the affiliates in the ultimate sale of their businesses.
  • Represented client in nationwide joint venture formation involving multiple 401(k) retirement and self-funded medical plans; designed protocols for administering multiple plans on an ongoing basis post-transaction.
  • Represented solo physician specialty practice in asset sale to a publicly traded physician management company. The transaction included the negotiation and transfer of exclusive service agreements with multiple area hospitals. Development of post-closing contingent compensation system tied to individual physician requirements and needs. Varied employment arrangements for all acquired providers. The purchase price was in excess of $4 million.
  • Represented a 30-physician specialty group practice in a stock sale to a publicly traded physician management company. The transaction included negotiation and transfer of exclusive service agreements with multiple area hospitals. Development of post-closing agreement on management and policy that included recognition of senior and junior physicians, intra-practice leadership, and transition models. Varied employment arrangements for all acquired providers. Negotiation and early termination of the office lease, including all physician guarantees. The purchase price was in excess of $70 million.
  • Served as lead counsel in a “going private” transaction for a manufacturing company, Color Imaging Inc., which had more than $100 million in revenue at the time.
  • Represented a financial services entity in connection with its $525 million sale to an international financial institution.
  • Represented a private investor with an investment in and the subsequent $236 million sale of a medical products company to a public company. Even though our client did not control the management of the company, it did have a veto over a sale. As a result of this veto and our client’s experience negotiating transactions, our firm played a major role in negotiating and documenting the sale.
  • Represented a physician specialty group practice and related ambulatory surgery center in asset sale to a tax-exempt hospital system and related development of a center of excellence. The transaction included the development of a post-closing agreement on management and policy.  Varied employment arrangements for all acquired providers. The purchase price was in excess of $4 million.
  • Served as lead counsel in a going private merger transaction for a healthcare software company, CareCentric Inc.
  • Served as lead counsel in a going private transaction for a construction company, Kimmins Corporation.
  • Successfully obtained a $3 million arbitration award for the rescission of a Securities Purchase Agreement for a title insurance company.
  • Served as buyer’s counsel in the acquisition of substantially all of the assets of a recovery audit firm valued at $70 million in cash, $13.3 million in common shares, and $70 million in earn-out payments.
  • Performed due diligence focused specifically on a target company’s multiple government contracts on behalf of my client, the purchaser of the such target company.
  • Represented national food service distribution company in numerous acquisitions of regional competitors valued in excess of $500 million.
  • Represented telecom and technology companies in the successful purchase or sale of their business. Transactions include the acquisition of Contel by GTE ($6 billion); the sale of Horizon PCS to iPCS ($240 million); the sale of Gulf Coast Wireless to Sprint; the sale of Contel Credit to GE Capital.
  • Successfully sold the operating company of a large Atlanta-based grocery store chain to a private equity firm while simultaneously spinning off the real estate in a publicly traded distribution to the owners of the operating company. In an innovative procedure, the public limited partnership then leased the property back to the real estate firm for use in operations.
  • Represented Moovies Inc. in the merger of nearly 10 video rental companies throughout the Southeast. In an innovative and complex procedure, the owners signed a contract to merge and go public simultaneously. The proceeds from the public offering were used to close on the deal, pay off any debt, and provide the owners with cash, as well as shares in the merged company, resulting in a $100 million deal. Ultimately, the new company multiplied to approximately 400 stores nationwide by acquiring smaller chains after the merger.
  • Represent multi-unit franchisee in connection with its acquisition of numerous restaurants and related corporate matters.
  • Representing a medical practice and real estate development company in the analysis of Stark, federal anti-kickback, state certificate of need rules, and corporate practice of medicine rules in conjunction with an analysis of various equity investment options to be made available to physician-investors in a $15 million medical office building and subsequent tenant-based health care service providers (e.g., laboratories, imaging centers).
  • Served as lead counsel for the development of regional 20+ physician group practice utilizing clinical integration and financial integration. The transaction included the negotiation and establishment of employment agreements, operating agreements, and management agreements in compliance with both federal fraud and abuse and anti-trust compliance requirements.
  • Assisted in the representation of a publicly traded UK software company in its acquisition of a Georgia-based software company.
  • Served as special seller’s counsel in a $60 million divestiture of a portfolio of skilled nursing and assisted living facilities to a REIT.
  • Representing an industry leader in the food service business, Sysco Corporation (NYSE: SYY), in its domestic and international mergers and acquisitions and corporate structuring matters.
  • Represented a global freight forwarder in its acquisitions.
  • Represented an interventional radiology practice in a sale to New York Stock Exchange-listed company.
  • Represented a large hospital system in the negotiation and drafting of a specialty co-management agreement, including all corporate transactional agreements and the development of applicable co-management measurement metrics in compliance with federal fraud and abuse requirements.
  • Represented India-based technology company NIIT (USA) Inc. in its $110 million sale of Element K, an e-learning company, to SkillSoft, and its related strategic partnership with SkillSoft.
  • Represented buyer in leveraged acquisition of majority control of refrigerated trucking and brokerage business, including all related equity, debt, and restructuring issues, and the reorganized company in multiple follow-on acquisitions.
  • Served as buyer’s counsel in the $160 million acquisition of a portfolio of skilled nursing, alternative living, and independent living facilities.
  • Successfully represented CryoLife, Inc. (NYSE: CRY), a leading medical device and tissue processing company focused on cardiac and vascular surgery, in its tender offer to acquire Cardiogenesis Corporation, a leader in the treatment of severe angina, for approximately $22 million.
  • Represented a high net worth individual limited partner in its investment in a healthcare operating company.
  • Served as buy-side counsel for the strategic acquisition of infrastructure assets for a wholesale distributor of petroleum products and renewable fuels in the energy sector.
  • Provided corporate finance and real estate advice, including a non-consolidation opinion, in connection with the sale of majority equity interest in the largest national temperature-controlled warehousing and logistics services company and related financing.
  • Represented Bond International Software, a publicly traded United Kingdom software company, in its acquisition of a Georgia-based software company, which also involved the acquisition of debt held by foreign creditors and the issuance of shares registered on the London Exchange.
  • Assisted in the representation of an Atlanta-based private equity firm in its leveraged acquisition of majority control of a nationwide leader in debt resolution and collateral recovery.
  • Represented global ocean and air freight forwarder and logistics provider in connection with multiple acquisitions and roll-up of various domestic competitors with an Asian footprint.
  • Assisted client in the acquisition of sports league franchise system and thereafter provided legal counsel on franchise regulatory and contract issues.
  • Represented a publicly traded pest control company in the $137 million acquisition of a national competitor.
  • Served as counsel to a public company in a sale by closed auction resulting in a $300 million cash merger transaction with Ecolab, Inc.
  • Represented an innovative technology and life sciences company in a sale of a division.
  • Served as counsel to Glades Pharmaceuticals, LLC, the generic products subsidiary of Stiefel Laboratories, in the sale of substantially all of its assets to Perrigo Company for approximately $60 million in cash.
  • Represented a real estate investment company as a bidder in a hostile tender offer for a publicly traded motel chain, which evolved into a negotiated going private acquisition.
  • Represented Gulf Coast Wireless Limited Partnership, a regional wireless telecommunications company, in the $287.5 million sale of its business to a national strategic partner.
  • Successfully represented Sysco in connection with a $200 million cash tender offer for Guest Supply, Inc., a Nasdaq-listed company.
  • Served as counsel to seller in a $32 million divestiture by the sale of assets of MedSurg Industries, a custom procedure tray division of Microtek Medical, to Allegiance Healthcare.
  • Served as counsel for an acquirer in a stock-for-stock acquisition by merger of a publicly traded healthcare company.
  • Achieved a complex merger of two long-standing non-profits that involved multimillion-dollar combined operations. The team resolved a myriad of legal issues, including corporate, real estate, environmental, and tax filing matters.
    Client Successes

    Recognition

    Our Corporate/M&A practice and individual attorneys are recognized for legal excellence by Chambers USA.

     

    AGG partners Sean Fogarty, Jonathan Golden, and Michael Golden are recognized as “Leaders in their Field” by Chambers USA.

     

    IFLR1000 recognizes our firm and individual lawyers as leaders in Corporate/M&A among the top financial and corporate law firms in Georgia.

     

    AGG partners Jonathan Golden and Sherman Cohen are recognized as Highly Regarded for M&A by IFLR1000 and AGG partner Andrew Schutt is recognized as a Notable Practitioner for Corporate and M&A.

     

    AGG has been recognized on the 2024 Northern Ireland Dealmakers Awards shortlist in the Deal of the Year category.

     

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