"They always guide things back to where they should be. They don’t overact in a deal – always keeping their eye on the goal."

James W. Hackett, Jr., Vice President and General Counsel, Crane & Co., Inc.
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We Served as Counsel to Sherrill Inc.

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Mergers & Acquisitions

Helping companies successfully complete mergers and acquisition transaction is an integral part of our practice.

Experience

We serve as transaction counsel for a diverse base of clients pursuing mergers and acquisitions, including:

  • Operating companies in connection with strategic acquisitions and sales
  • Private equity and growth funds
  • “Independent sponsors”
  • Entrepreneurs engaging in acquisition and disposition transactions, including in-bound and out-bound cross-border transactions
  • Management teams acquiring entire companies as well as business units being spun-out of larger companies
  • Strategic acquisitions, leveraged re-caps and restructurings
  • Purchase and sale transactions in connection with wind-down and liquidation
  • U.S. and foreign clients in connection with cross-border transactions

Our lawyers are all regularly involved with structuring, negotiating, documenting and completing mergers, asset and share sales, spin-offs, recapitalizations, leveraged acquisitions, cross-border transactions, joint ventures and other strategic transactions.

We are routinely involved with transactions that range in excess of $100 million to much smaller transactions with proceeds below $10 million. See the list of Representative Transactions below where we have acted as lead M&A transaction counsel for our clients. 

We start every matter with a focused mindset of getting a deal done, rather than only seeing the obstacles. This requires us to be both creative and practical in our approach. Our lawyers are experienced negotiators who are in the market every day closing sophisticated transactions. Our advice is grounded in a deep understanding of the market and how deal terms will affect short- and long-term risk and economics.

We work with our clients on an intense, personal basis without having to field a large and costly team of lawyers on a project. Because all of our lawyers are trained with a core expertise in venture capital and mergers and acquisitions, we are able to function as legal quarterbacks to effectively represent our clients’ interests and get their deals closed quickly and efficiently. As a firm, we have an open architecture that allows us to bring in the best experts in specialized areas such as tax and regulatory matters without slowing down the process of getting deals done in an efficient manner. Unlike larger firms, our small, boutique focus allows us to partner with the best experts suitable for a particular deal.

Our years of practice and experience have enabled us to work with U.S. and international clients in a broad range of business activity that includes:

  • Adtech
  • E-commerce
  • Enterprise software
  • Healthcare services and information technology
  • Manufacturing
  • New media content, distribution and service companies
  • SaaS
  • Specialty retail
  • Telecommunications technology and services

Our small team, boutique approach provides you with the right advice and excellent work product, but in a personal, efficient and very responsive way. 

Representative transactions

Feinberg Hanson’s mergers and acquisitions transactions include: 

  • Sale of RxAnte, Inc.
    Feinberg Hanson advised the RxAnte Board and represented the company as it considered multiple financing offers and then completed a sale transaction to a significant strategic partner.. The transaction involved intense structuring to guard against potential post-closing regulatory matters that could have affected the acquirer. When those matters arose two years later, RxAnte’s post-closing consideration had already been placed in a third-party escrow account and the selling stockholders avoided becoming embroiled in protracted regulatory and bankruptcy proceedings.
  • JSwipe–JDate
    Feinberg Hanson was approached by three entrepreneurs who were being sued by JDate.com for trademark infringement when JDate decided to turn their lawsuit into an acquisition proposal. We then represented these entrepreneurs in what became a life changing sale of their company–Smooch Labs (which operates JSwipe)–to Spark Networks (NYSE: LOV), the owner of JDate.com. The transaction involved complex negotiations around earn-outs, restricted stock and cash hold-backs.
  • Adeptra-FICO
    Feinberg Hanson served as special US M&A counsel for UK-based software firm Adeptra Ltd. and ABS Ventures, its US private equity investor, in the sale of Adeptra’s UK shares to FICO (NYSE: FICO) for $115 million. We helped our clients navigate complex tax, structuring and securities law issues and coordinate the work of lawyers in multiple jurisdictions.
  • Hadley Capital-Storflex
    Private equity firm Hadley Capital retained Feinberg Hanson for its acquisition of Storflex, a manufacturer of grocery store shelving equipment. We handled all aspects of the acquisition and related financing, including the asset purchase agreement, senior and subordinated debt, and preferred stock in a transaction typical of our work for private equity sponsors.
  • Alegis Revenue Group–Mednax
    Feinberg Hanson LLP served as counsel to Alegis Revenue Group LLC, a third party receivable company in the healthcare industry, in its sale to an affiliate of Mednax, Inc. (NYSE: MD), pursuant to a membership interest sale transaction. We were involved from the term sheet stage, provided counsel with respect to the structure of the deal, and worked with tax counsel to maximize the return for  the sellers. We also negotiated and memorialized a Securities Purchase Agreement which included complex and heavily-negotiated indemnity provisions.    
  • Choice Solutions–Houghton Mifflin
    We represented Choice Solutions, a provider of data analytics, integration solutions and professional services for state and district-level education systems, in its share sale to Houghton Mifflin Harcourt (NYSE: HMH). We coordinated complex share ownership and tax issues as well as international IP issues.
  • Acquisition of Nickerson Lumber
    We represented Nickerson Lumber Company LLC when it acquired real estate and retail store operating assets from Nickerson Lumber Company Inc. Our work included structuring, negotiating and documenting the asset purchase agreements (including real estate assets and operating inventory and retail store assets) and the related equity and secured debt financing.
  • Crofton Capital–Schylling Associates
    In an independent sponsor transaction, Feinberg Hanson represented Crofton Capital when it acquired Schylling Associates, a premier toy and gift designer, manufacturer and distributor. We negotiated and documented the investor financing and governance arrangements between Crofton Capital and Gladstone Investment Corporation.