The Mergers and Acquisitions team at Warner Norcross & Judd has vast transactional experience.
We handle transactions with a wide range of valuations for both private and publicly traded businesses. We represent sellers, buyers, investors, private equity firms, independent director committees, management groups and other participants in M&A transactions located across the nation.
Our team of experienced M&A attorneys uses creative, state-of-the-art strategies, tactics and technologies. The depth of our practice allows us to respond quickly, efficiently and wherever our clients need us to be. The team effort is carefully coordinated to promote efficiency and responsiveness so we are able to assist our clients in all aspects of the transaction in a prompt and cost-effective manner, regardless of the complexity of the issues. Our devotion to teamwork extends beyond our firm, and we coordinate our efforts with and work closely with inside counsel and with co-counsel or local counsel when appropriate.
From due diligence to closing documents, Warner has the depth and breadth of knowledge to handle all facets of a merger or acquisition. We have a special focus on financing, securities law, corporate, executive and shareholder tax consequences, antitrust law, government compliance, shareholder lawsuit defense and proxy battles.
Our M&A services include working with our clients and other professional advisers on:
Preparation of pre-acquisition confidentiality agreements
Negotiation of investment banker engagement letters
Advising on estate planning and tax planning strategies
Preparation of a business for due diligence by potential acquirers
Assistance in due diligence review of acquisition targets
Assistance in conduct-of-business auctions
Preparation and negotiation of letter of intent or transaction term sheets
Preparation and negotiation of definitive acquisition agreements
Preparation of ancillary transaction agreements and documents, including consulting agreements, employment agreements, noncompetition agreements, real estate documentation and closing checklists
Advising boards of directors and special committees with respect to fiduciary duties and other obligations
Obtaining governmental approvals, including preparing the premerger notification report required by the Hart-Scott-Rodino Antitrust Act
Negotiating transaction financing terms and documentation
Closing the transaction
Assistance in post-closing price adjustment and transition matters
Representative Clients
From complex financial, stock and property deals to specialized niches in nursing home sales and purchases and financial transactions for religious organizations, WNJ's team of M&A attorneys is experienced in any legal situation.
Here are some of the clients the M&A team has represented:
Wolverine World Wide Inc. (NYSE) in its acquisition of the Hy-Test work boot business from The Florsheim Shoe Co., the Merrell footwear business from Sports Holdings Corp., the UK Hush Puppies wholesale business from Sears PLC and a manufacturing plant in Costa Rica. WNJ attorneys also put together placement of $75 million in senior notes and a $150 million revolving credit facility, along with ongoing corporate, securities, contracts and distribution matters.
Aggregate Industries Central Region (affiliate of Aggregate Industries PLC, London Stock Exchange) in acquisitions of Michigan Colprovia Co., Capitol Excavating & Paving Inc., Klett Construction Co., Hass/McCoy Concrete Inc., as well as other corporate and contract matters.
Haworth Inc. in its acquisition of Globe Business Furniture Inc., Office Group America Inc., United Chair Inc. and Anderson Hickey Co. Inc.
Wenzel Automotive Group in its acquisition of Serra Chevrolet, including franchise agreements and ownership participation by General Motors Corp.
Bissell Inc. in its sale of assets of Barcolene Inc. to The Benjamin Ansehl Co.
Community Hospital of Battle Creek in its joint venture formation of Battle Creek Health System.
International Packaging Systems in its formation of an offshore trading company.
Alticor Inc. in its strategic alliance with Interleukin Genetics.
Steelcase Inc. in its purchase of stock and related real estate of Wigand Corp.
Wyckoff Chemical Co. in its joint venture with Pharmaceutical Products of India Ltd.
PrairieWave Communications Inc. in an approximately $90 million stock acquisition of telecom subsidiaries of McLeod USA Inc.
Spartan Stores Inc. in its acquisition of Seaway Food Town Inc., Prevo's Family Markets Inc., Great Day Inc., Glen’s Markets Inc., Family Fare Inc., and Ashcraft’s Markets Inc.
Donnelly, Penman, French, Haggarty & Co. as placement agent in $60 million public intrastate offering of common stock of TCSB Bancorp Inc.
Castle Creek Financial LLP as placement agent in $83 million registered rights and standby offering of common stock of Union Acceptance Corp.
J.F. Walker Co. Inc. in acquisition of assets of M&S Candy and Tobacco Co. Inc.
Union Pump Co. in a cash-for-stock acquisition by David Brown Group PLC.
The Thomas S. Fox family in the sale of assets of Fox Jewelry Co. to Fred Meyer Inc.
Gill Industries Inc. in its acquisition of a Mexico City manufacturing plant from Johnson Controls Inc.
Our clients include large, multinational publicly held corporations, closely held entities, international corporations, family businesses, entrepreneurial ventures, commercial banks, investment banking firms and others. We represent clients across the country and internationally. Our lawyers are experienced in virtually all aspects of manufacturing, distribution and service businesses. Subgroups are formed around specific industries to ensure that our lawyers are current in all pertinent industry developments.