Capabilities that get the deal done
Mergers and acquisitions are the centerpiece of our corporate practice. Although we represent clients of a wide variety of sizes, from start-ups to multi-billion-dollar public companies and other large businesses with global interests, our particular client emphasis in M&A deals is middle market transactions: public and private companies at all stages of growth, doing transactions typically valued at $25 to $500 million, including:

• Asset and stock sales and purchases
• Mergers, including tax-free reorganizations and recapitalizations
• Joint ventures and strategic alliances
• Leveraged buyouts
• Tender offers
• Spin-offs/split-offs

Integrated Approach
As part of our M&A practice, our lawyers work closely with clients and their accountants and other advisors, which enables us to understand each client and its unique needs and objectives. Our corporate lawyers also work closely with other lawyers in our firm to provide the tax, antitrust, intellectual property, real estate, labor, employee benefits and other relevant legal services that complex transactions require. We also work closely with clients’ financial advisors in conducting auction processes for the sale of a business.

A key component of our tailored approach is due diligence. Whether representing the buyer or the seller, our due diligence review of the acquired company enables us to advise on the most desirable structure for the transaction as well as to identify and proactively address matters that could be impediments to a successful transaction. When representing clients seeking to sell a business, we assist them in preparing the company for sale even before potential acquirers are sought.

Financing
The financing of merger and acquisition transactions can take a variety of forms, and purchasers rely on our lawyers (who often play a lead role on the transactional team) to assist them in obtaining the financing that is right for their deal. We help both public and private acquirers secure access to the necessary capital and can negotiate the terms and assist in the documentation of conventional bank debt, mezzanine financing and seller-provided financing. Other financing mechanisms that we facilitate include private placements, public equity and convertible debt or equity issues.

Industry Focus: Banking Mergers and Acquisitions
Texas is one of the nation’s most active markets for acquisitions of financial institutions, and Cox Smith has facilitated many interstate and intrastate transactions. Our lawyers have handled all types of acquisition, sale and divestiture transactions for banking clients, helped financial institutions acquire insurance agencies and leasing companies, and advised on FDIC assisted acquisitions. We have also assisted financial institutions with a wide array of merchant banking investments. In addition to compliance with all relevant Texas laws applicable to the purchase, sale or merger of a banking operation, we handle the regulatory issues, applications and approvals related to these types of transactions under federal or Texas banking laws.

Industry Focus: Health Care
Healthcare provider mergers often involve complex issues, particularly when the parties to the transaction are both for-profit and non-profit entities. Our firm helps health care professionals properly structure and operate provider arrangements (the alphabet soup of IPAs, JOAs, PHOs, PPOs and many others) that effectively compete in today’s market without violating antitrust guidelines. Our team also advises hospitals and medical centers on mergers and acquisitions, making sure they are positioned to avoid investigation or litigation of antitrust claims over delivery of health care services. In any combination our lawyers also coordinate the multiple benefits plans of affiliated entities, to help see that all necessary distinctions are made between taxable and tax-exempt operations.