Our Mergers and Acquisitions Practice Group consists of transactional lawyers who have handled billions of dollars in deals over the past year alone. Serving clients that range from start-ups to Fortune 500 corporations, we have counseled clients in almost every industry and in every facet of a transaction. Our deals have been published in the Wall Street Journal, The New York Times, The Daily Deal and in a number of regional publications.

We have handled complex acquisitions including stock-for-stock mergers, management buyouts, tender offers, proxy contests, cross-border acquisitions, and divisional purchases and sales. We also represent special committees of boards and advise in contests for control, including hostile bids and proxy contests.

With access to Buchanan's attorneys and government relations professionals nationwide, our interdisciplinary approach allows us to provide effective counsel on the diligence and structuring issues that are vital to a successful acquisition, including tax, antitrust, and intellectual property. Our ability to staff a deal with a cross-section of attorneys who have depth in other practice areas also enables us to complete a deal quickly. When necessary, we have closed deals in a matter of days.

The following is a representative list of recent Mergers and Acquisitions Practice Group transactions.

• Represented East Prospect State Bank in its merger with a subsidiary of CommunityBanks, Inc., a financial holding company with $3.3 billion in assets.
• Assisted Dick's Sporting Goods, a full-line sporting goods retailer, in its definitive plan of agreement to acquire Golf Galaxy, a golf specialty retailer in Minnesota, for approximately $225 million.
• Represented Kennametal Inc. in its disposition of non-core businesses in a series of transactions worth approximately $360 million.
• Represented Draper Triangle Ventures II in the raising and closing of its early stage venture fund in the amount of $70 million.
• Successfully represented a shareholder in selling his $5 million stake in a privately-owned chemicals distributor by implementing an involuntary put/call procedure, which resulted in a more favorable price and sale terms than could have been achieved through traditional negotiations.
• For Thomas Jefferson University and Thomas Jefferson University Hospital in Philadelphia, we assisted in the multimillion-dollar acquisition of and long-term academic affiliation agreement with Wills Eye Hospital, including its inpatient and optimology residency programs.
• On behalf of Universal Health Systems, Inc., one of the largest hospital corporations in the country, we structured and negotiated the acquisition of the assets of the Academy at Canyon Creek, a prominent residential treatment center in Provo, Utah, for $15 million.
• Structured and negotiated the terms of a $40 million acquisition of Southeastern Health Corporation by UHS Kentucky Holdings, LLC, a wholly owned subsidiary of Universal Health Systems, Inc.
• Represented a national shopping center owner in a $15 million acquisition of a partially leased phased section of a shopping center development in Brownsville, Texas, as part of a structured 1031 exchange.
• Represented Parker/Hunter Incorporated, a large regional investment firm headquartered in Pittsburgh, in its merger with Janney Montgomery Scott LLC, headquartered in Philadelphia.
• Represented several senior care facilities and individuals throughout New Jersey in the sales of provider assets and shareholder stock totaling more than $43 million.
• Divestiture of a public company of five diverse businesses culminating in a $260 million tender offer for all of the stock of the company. Worked with company management and financial advisers over a two-year period to enhance and realize shareholder value by structuring transactions to take advantage of certain tax benefits.
• Directed the acquisition by a Fortune 100 electronics company of a NYSE-listed company for $250 million in stock.
• Public company's two-year serial acquisition of 24 private entities. Assisted client in determining form of acquisition (e.g., merger, stock or asset purchase). Used uniform merger and acquisition documents, such as asset and stock purchase agreements and merger documentation, in order to create uniformity among the transactions and assist client with assimilation of the businesses, as well as to help keep client's costs down.
• Represented a public company in the merger with a private company, including the issuance of $400 million in stock.
• Tax-free sale of a biotherapeutics company by means of a reverse triangular merger to a Nasdaq National Market biopharmaceutical company, accompanying proxy solicitation and registered public offering. Additionally, counseled acquiree with respect to intellectual property issues and provided litigation support prior to effective time of the merger. Pre-merger, we represented the acquiree in a secured convertible loan facility from the acquiror and assisted acquiree in speeding up the process of getting to a definitive merger agreement.
• $100 million sale of assets of one of the nation's largest privately held technology firms in a series of transactions. Provided tax advice that saved selling stockholders in excess of $5 million.
• $450 million sale of chemical treatment division of a U.S. company to foreign acquirer. In addition to general corporate work, provided legal counsel on employee benefits and antitrust issues.
• Counseled the purchaser in connection with the acquisition of a satellite communications network from a Chapter 11 debtor.