Mergers & Acquisitions
Lowis & Gellen represents public and private companies in connection
with a wide variety of transactions, including mergers, stock purchases and asset
acquisitions, divestitures, leveraged buyouts, restructurings and other transactions
involving changes in corporate control. In these transactions, our participation may
include formulation of tactical, structural and negotiating positions, as well as legal
analysis and drafting. We are experienced in representing sellers, buyers, investors,
commercial banks and lenders, and management groups. Our clients include both U.S. and
foreign entities doing business throughout the world.
Examples of past transactions include:
Representing the seller in the divestiture of two of its ethnic restaurants and grocery stores.
The sale of these stores successfully closed with a multimillion-dollar cash payment.
Simultaneously with the divestiture, we assisted the client in reorganizing its corporate
ownership structure and refinancing its corporate debt. We currently act as general counsel to this
client, which operates a well-known ethnic retail and wholesale food business involving restaurants,
grocery stores, catering and manufacturing in the Chicagoland area.
Representing a buyer in its acquisition of an additional short line railway
located in Colorado from one of the largest short line and regional rail service providers
in the U.S. The new line, representing over 150 miles of track, sold for a significant
payment in cash and a five-year note. The buyer financed the cash portion of the purchase
price through a credit facility it negotiated with a major financial institution.
Representing a seller in the sale of its consulting, design, and manufacturing
business to a publicly traded company. The client’s business centered on the design and manufacture
of ruggedized electronic devices. The sale involved a significant cash payment, together
with an employment agreement for the client’s principal and a lucrative post-closing earn-out arrangement.
Representing a corporate client in the acquisition by one of its 50% shareholders of
all of the company’s stock held by the other shareholder. The client’s unique business provides inventory,
accounts receivable, and other loan collateral analysis for financial institutions by using an electronic
interface between the company, their client financial institutions, and their borrowers. In facilitating
this buy-out, Lowis & Gellen acted as mediator between the two shareholders.
Representing a seller in the sale of its educational service business to the nation’s leading
provider of on-demand digital media solutions for schools. This all cash transaction involved the
sale of the client’s stock in the business. We handled all legal aspects of the transaction including
the structuring, drafting and negotiation of the sale, escrow, consulting, and non-competition documentation.
From first call to closing, Lowis & Gellen handles all of its clients’ legal needs effectively and efficiently.
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