Leonard, Street and Deinard’s public and private clients trust our Mergers and Acquisitions practice group with their most important transactions—in Minnesota and throughout the world. We regularly advise on $3 billion to $5 billion of transactions each year. We have the experience in corporate, securities, banking, finance, antitrust, labor, environmental, tax, employment, benefits, real estate and other areas to advise on routine and complex transactions. When necessary in contested transactions, we collaborate and coordinate with our litigation attorneys to protect our client’s objectives.
Our broad experience encompasses all transaction structures and types of representations. We skillfully handle mergers, stock purchases, asset purchases, exchange offers, tender offers, restructurings, project financings, cross-border transactions, hostile bids, proxy contests, special committee representations, bankruptcy transactions, going private transactions, private equity transactions, and divestitures and spin-offs. We also help clients structure shareholder rights plans and advise on takeover defenses and preparedness.
In recent years we have represented clients in a broad variety of industries. Our experience includes the REIT, telecommunications, professional services, energy, food, hospitality, high technology, industrial, transportation, accounting, manufacturing, sports and entertainment, insurance, media, and consumer products industries. In addition, our attorneys have completed transactions in nearly every part of the world, including Canada, Mexico, Central and South America, Europe, Middle East and Asia.
We distinguish ourselves from other law firms by having our experienced attorneys provide high-level input on each transaction. Our attorneys have deep transactional knowledge in all of the required areas to deliver services efficiently with a core team, as opposed to having numerous attorneys across multiple areas each with a small role and less familiarity with the client’s business and objectives. Our attorneys understand the antitrust aspects of acquisitions. They know how to avoid pitfalls that can be created in the planning and documentation process. The same team that completes the acquisition will make the necessary Hart-Scott-Rodino Premerger Notification Program filing and, where appropriate, respond to requests for information from the Federal Trade Commission or Department of Justice. Our attorneys also understand the antitrust aspects of foreign acquisitions, including the Investment Canada Act.
While we have advised on many of the Midwest’s most important public transactions, we have developed a particular proficiency in helping to market and sell family- and management-owned businesses when their owners desire to retire or move on. We help our clients prepare for the sale, engage investment bankers and document the transaction. We fully appreciate the particular tax issues raised by these types of transactions, both before and after the transaction, and offer basic to sophisticated tax planning strategies as appropriate. Where a sale is not the optimal solution, we also help our clients implement other succession plans.
We are also regularly engaged by out-of-state companies and law firms as local counsel to advise on the Minnesota law aspects of mergers and acquisitions. We are familiar with the nuances of the Minnesota Business Corporation Act and its control share acquisition and business combination provisions. In addition, we often interface with local regulatory agencies and provide other advice, such as on employment law and non-competition agreements.
Representative transactional experience over the past several years includes the following transactions:
- We represented HickoryTech Corporation in its $28 million acquisition of IdeaOne Telecom Group, LLC in Fargo, North Dakota, which closed in early March 2012.
- A multi-disciplinary team of attorneys from Leonard, Street and Deinard’s Minneapolis and Washington, D.C., offices represented Atlantic Power Corporation in closing its $1.12 billion acquisition of energy fund Capital Power Income, L.P. We also represented Atlantic Power Corporation in its $85.5 million purchase of the Path 15 transmission line in California. Atlantic Power is a leading publicly traded, power generation and infrastructure company headquartered in Boston.
- Leonard, Street and Deinard represented Midcontinent Communications in its $675 million recapitalization.
- Leonard, Street and Deinard represented longtime client Hubbard Broadcasting, Inc. with the corporate and intellectual property, due diligence, antitrust filing and employment and benefits issues, which led to the successful purchase of 17 radio stations in Washington, D.C., Chicago, St. Louis and Cincinnati for $525 million from Bonneville International Corporation.
- We represented Quadion in its sale to Norwest Equity Partners.
- We represented MEDTOX in an active auction process and merger agreement for sale to Laboratory Corporation of America Holdings (NYSE: LH) for approximately $250 million.
- We represented Secure Energy Services, Inc. and Marquis Alliance Energy Group USA, Inc. in its acquisition of two recently constructed, fully operational, salt-water disposal facilities and in the regulatory process of permitting full service terminals for oil field waste treatment and disposal in North Dakota. We also represented Marquis Alliance Energy Group USA, Inc. in its acquisition of substantially all of the assets of Imperial Drilling Fluids Engineering Inc. in Colorado.
- We represent G&K Services, Inc. in its acquisition program, advising on over $100 million in transactions to date.
- We represented Granite Equity Partners, a private equity fund, with the sale of Atomic Learning, Inc. to Boathouse Capital and Renovus Capital Partners. We also assisted with the $23 million sale of UniqueScreen Media, to publicly held AccessIT.
- We represented Canadian Pacific Railway Ltd. in its acquisition of the Dakota, Minnesota & Eastern Railroad Corporation. The transaction involved a closing payment of $1.48 billion and potential earn-out payments of $1 billion. We also represented Canadian Pacific in its $63.5 million divestiture of its Latta Subdivision to The Indiana Rail Road Company, a subsidiary of CSX Corporation.
- We represented LodgeNet Interactive Corporation in several transactions, including its $380 million purchase of On Command Corporation and its acquisition of StayOnline, Inc., a privately held high speed Internet services provider to hotels, for $15 million. We also represented LodgeNet in its $225 million tender offer for its outstanding high yield debt. Most recently, we represented LodgeNet Interactive Corporation as seller’s counsel in the sale to Colony Capital LLC.
- We represented Midwest Wireless in its sale to Alltel Wireless for $1.075 billion.
- We represent Microsoft Corporation on intellectual property matters related to its acquisition, venture integration, business development and divestiture activities, including transactions in China, Switzerland, Australia, France, England and Israel.
- We represented St. Cloud Wireless in the $312.5 million sale of its Northern PCS operating subsidiary to Sprint-Nextel.
- We represented Computer Network Technology Corporation in its $190 million acquisition of Inrange Technologies Corporation and its subsequent sale to McDATA Corporation for $235 million.
- We represented Hector Acquisition Corp. in its $145 million acquisition of Hector Communications.
- We represented Groupe Aeroplan, Inc., a Canadian public company, on U.S. law matters related to its $175.3 million acquisition of Carlson Marketing, Inc.
- We represented Sherburne Tele Systems Inc. in its sale for $80.6 million to Iowa Telecommunications Services, Inc.
- We represented Allianz in its $310 million sale of its life reinsurance business to Reinsurance Group of America, Inc., and its $140 million sale of its health products division to HCC Life Insurance Company.
- We represented Digital Cyclone in its acquisition by Garmin Ltd. for $45 million.
- We represented Expanets, Inc. and its subsidiaries in the sale of their consolidated assets to Avaya Inc. The transaction involved a vigorous auction in which Avaya Inc. replaced the original stalkinghorse purchaser, Cerberus California, Inc. The aggregate purchase price was $152 million.
- We represented Norwesco, Inc., in its sale to Olympus Partners for $300 million.
- We served as the special litigation committee for August Technology in connection with its $250 million merger transactions with Nanometrics Inc. and KLA-Tencor Corporation.
- We represented Gryphics, Inc., in its acquisition by Cascade Microtech for $26 million.
- We represented Aimia, Inc. on U.S. law matters in connection with its acquisition of Excellence in Motivation Inc. for $28 million.
- We represented Two Harbors in a number of public common stock offerings totaling over $2 billion. We also represented them in their contribution of their portfolio of approximately 2,200 single family residential properties to Silver Bay Realty Trust Corp. (SBY) in exchange for $329,000,000 of Silver Bay’s common stock. The transaction occurred in connection with Silver Bay’s $245,000,000 initial public offering.
- We represented M.G. Waldbaum Company, a subsidiary of Michael Foods, Inc., in the acquisition of Primera Foods Corporation.
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