M&A, Divestitures and Joint Ventures

Burgher Gray attorneys have structured, negotiated and closed hundreds of mergers, stock and asset sales and purchases, sales of divisions, leveraged buyouts, and other transactions involving changes in ownership and managerial control. We also advise clients in connection with recapitalizations and restructurings, including spin-offs, divestitures and other strategic transactions, including joint ventures and strategic alliances.

Burgher Gray attorneys have previously served as M&A counsel for large corporate law firms, and possess a wealth of diversified transactional experience representing a broad range of public and private companies, private equity sponsors, broker-dealers, investment banks and other M&A intermediaries. We have counseled clients with respect to business combinations and divestitures in a variety of industries, including oil and gas, renewable energy, manufacturing, biotechnology, government contracts, retail, information technology, real estate and financial services, with many involving cross-border transactions.

Representative Transactions

  • Represented Arc Terminals Holdings, LLC in connection with the drafting and negotiation of a joint venture agreement with CITGO Petroleum Corp. regarding the co-ownership, management, operation, and maintenance of two bulk storage petroleum products terminals having approximately 520,000 barrels of shell capacity
  • Represented General Mills in connection with the acquisition of the Mountain High Yoghurt business and brand from Dean Foods Company
  • Represented Motiva Enterprises, LLC, an affiliate of Shell Oil Company, in connection with its sale of two of its bulk storage petroleum products terminals an affiliate of Lightfoot Capital Partners, LLP for an undisclosed amount
  • Represented Motiva Enterprises, LLC in connection with its sale of its Roanoke, Virginia Terminal to an affiliate of Kinder Morgan Energy Partners, LP for an undisclosed amount, and entry into a Throughput Agreement
  • Represented Motiva Enterprises, LLC in connection with its sale of its 55% ownership interest in a bulk storage petroleum products terminal, co-owned with CITGO Petroleum Corp. as tenants-in-common, located in South Portland, Maine, to Irving Oil Company for an undisclosed amount, and entry into a Throughput Agreement
  • Represented Motiva Enterprises, LLC in connection with its $19.3 million sale of its Port Everglades Terminal to Marathon Oil Company
  • Represented Dick’s Sporting Goods, Inc. in connection with the acquisition of strategic intellectual property assets
  • Represented Sypris Solutions, Inc. in connection with its $39 million sale of Sypris Test & Measurement, Inc., a wholly-owned subsidiary of Sypris Solutions, to Tektronix, Inc., a subsidiary of Danaher Corporation
  • Represented a leading provider of products and services in support of human intelligence and signal intelligence operations in connection with its proposed $17.9 million sale to a private equity firm
  • Represented a leading manufacturer of high-performance radar simulators in its proposed $20 million sale to a strategic buyer
  • Represented Teleglobe International Holdings Ltd. in connection with its $300 million merger/amalgamation with Tata Communications International
  • Represented Teleglobe International Holdings Ltd in connection with its acquisition of a leading VOIP-services provider, ITXC Corp in a subsidiary merger transaction pursuant to an SEC Form S-3 filing
  • Represented ArvinMeritor, Inc. in connection with its $170 million sale of Roll Coater, Inc., a wholly-owned subsidiary of Arvin Meritor, to Willis Stein & Partners Management III, L.P.
  • Represented ArvinMeritor, Inc. in connection with the reorganization of the corporate structure of its Light Vehicle Aftermarket Business to prepare the division for a sale
  • Represented ArvinMeritor, Inc. in its $14 million divestiture of its axle manufacturing plant in Kenton, Ohio to Sypris Technologies, Inc. and concomitant long-term supply agreements valued at over $500 million
  • Represented International Business Machines Corporation (IBM) in connection with its $3.9 billion acquisition of PwC’s Consulting Business (Selected by Investment Dealers’ Digest as the “Technology Deal of the Year (2002)
  • Represented CITIC Pacific Ltd. in connection with its attempted purchase of PSINet, Inc.’s telecommunications assets located in Europe and Asia
  • Represented NorthStar Capital Investment Corp. in the establishment of a $30 million share repurchase program
  • Represented Vlasic Foods International, Inc., in the sale of its U.S. and Canadian food businesses pursuant to the company’s Chapter 11 bankruptcy reorganization to an affiliate of the leveraged buyout firm Hicks, Muse, Tate & Furst, Inc.
  • Represented U.S. Equity Partners, L.P., a unit of Wasserstein Parella & Co., in its $172 million purchase of ZD Education, a division of ZD Inc. (f/k/a Ziff-Davis, Inc.)
  • Represented Thomas H. Lee Company in the $1.9 billion recapitalization of Big Flower pursuant to which BFH Merger Corp., an affiliate of Thomas H. Lee Company and Evercore Capital Partners LP, was merged with and into Big Flower
  • Represented Bell Atlantic in connection with its $55 billion merger with GTE to create Verizon
  • Represented MovieFone, Inc. in connection with its acquisition by America Online (AOL)

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