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Representative Work
- Lead counsel in $45 million and $70 million multi-state railroad infrastructure construction projects financed through specialized multi-series bond financings utilizing unique transportation corporation entities.
- Lead lending counsel in $200 million multi-currency loan transaction to a local corporation and its international subsidiaries in over 17 countries.
- Lead local lending counsel in $430 million loan to a Missouri public utility secured by specialized utility assets in over 200 locations in over 35 counties.
- Lead counsel in the purchase out of bankruptcy and financing of multiple manufacturing facilities in three states.
- Lead counsel in the negotiation, documentation and closing of numerous business, acquisition, real estate, financing and lending transactions involving businesses, companies and assets in over 35 states.
- Serving as outside general counsel for numerous clients, including an international agricultural products manufacturing company headquartered in Nebraska and with manufacturing facilities in four states, a non-profit senior living and health care community located in Kansas City and a Kansas City-based railroad terminal company owned by five major class-one railroads operating in the western United States (including representing this company for over 12 years and serving for over seven of these years as this company's formally-elected corporate Secretary and General Counsel).
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Notable Experience
- Represented a medical device manufacturing business with operations in the United States, Great Britain and Canada, in connection with the sale of substantially all of the assets of its medical device manufacturing business to a publicly traded Fortune 20 company, and the successful resolution of a very complex Hart Scott Rodino filing, a transaction valued at over $500 million.
- Guided a nonprofit 13-hospital healthcare system through one of the largest hospital sale transactions in US history, a transaction that entailed a nonprofit to for-profit sale conversion, Hart Scott Rodino filings, successful litigation against two States Attorneys General who attempted to block the transaction and/or take control of the proceeds, and creation of two nonprofit conversion foundations to receive the proceeds from the sale and continue the mission of the nonprofit healthcare system.
- Filing and prosecution of domestic patent applications world wide in over 50 countries.
- Provided clearance opinions for new HIV drugs, including the active, carrier, combination of drugs, and method of making.
- Management of major client trademark portfolio of over 300 marks, and related domain names.
- Provided guidance for client websites including domain name, copyright, trademark, artwork, meta links, and security.
- Developed strategies for patenting and commercializing new medical devices, including working with health care group on reimbursement strategies for commercialized products.
- Filed 300-500 applications a year on biotech, chemical, and medical devices.
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Polsinelli Shughart has extensive Franchising and Distribution experience, including:
- Successfully closed a transaction involving our client, the purchaser of a franchise system, including over 300 franchisees in three separate business lines with location in the U.S. and Canada. As part of this transaction, we assisted our client with assembling a purchaser group, including two equity funds, completing the transaction using senior and mezzanine debt and equity investments.
- Representation of a 50 percent owner of a fast casual dining franchise, with over 30 franchisees in the split-up of the business, ensuring that our client retained perpetual rights to the franchise system and an exclusive territory.
- Reviewed and analyzed strategy for prospective franchisees considering the purchase of such franchises as Pizza Hut, Ruby Tuesday, Burger King, McDonald’s, UPS Store, Lock Tight Self Storage, Nemos Seafood, Howard Johnson Hotels and Jiffy Lube. This participation includes all facets normal and present in the purchase of a business, including organization of the appropriate purchasing entity, due diligence concerning the purchase, assistance on completion of financing for the purchase, negotiation of the documents with the franchisor and closing of the purchase.
- Conducted mediation on behalf of our franchisor client to settle termination and break-up issues with franchisee who owned rights to three franchise territories
- Successfully closed a transaction involving our client, a large beverage distributor, in the purchase of certain beverage distribution rights in neighboring states
- Represented a national auto body repair franchisor in its organization, all federal and state franchise filings and continual updates of disclosure documentation
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Polsinelli Shughart has a wide range of Mergers and Acquisition experience:
- Represented the Special Committee of the Board of Directors of AMC Entertainment, Inc. in connection with AMC’s 2004 going-private transaction, which was valued at over $2 billion.
- $750 million negotiation and regulatory approval for an assumption reinsurance agreement/portfolio transfer agreement.
- $500 million sale of assets of a privately-held medical device manufacturing business, with operations in the U.S., Great Britain and Canada, to a publicly-traded Fortune 20 company.
- $350 million sale of a national commercial mortgage lender to the 12th largest banking corporation in the U.S.
- $400 million negotiation and drafting for an academic medical center of a multi-year affiliation agreement and related professional service agreements.
- $300 million acquisition of an academic medical center and negotiation of numerous affiliation agreements for a governmental authority.
- Represented public organic dairy company in $300 million merger with largest dairy company in the U.S.
- $250 million sale of a group of radio stations and newspapers (due diligence and documentation).
- $240 million acquisition of a baking company (Due diligence supervision and documentation).
- Assisted company in $200 million acquisition of substantial assets from Enron bankruptcy.
- Representation of Canadian based holding company in a $200 million acquisition of domestic life insurance company holding certificates of authority in 49 states, the District of Columbia and Puerto Rico.
- $198 million stock-for-stock merger of publicly held regional information technology company by publicly held nationwide temporary services company.
- $190 million sale of mobile communications insurance program and related business by regional privately held insurance company.
- $185 million sale of company selling and administering insurance coverage for wireless phones and equipment.
- $140 million purchase of telecommunications company, in auction process.
- $131 million sale of assets of a consumer finance company.
- $130 million sale of credit card receivables of financial credit institution.
- $100 million sale of Nationwide software and hardware security firm.
- Representation of management group in $100 million sale of financial services organization pursuant to an auction process.
- $100 million acquisition of a hospital facility by non-profit semi governmental entity.
- $100 million sale of nationwide software and hardware security firm.
- $90 million stock-for-stock merger of publicly held bank holding company.
- $80 million sale of distribution facility in health care products to a Chicago-based private equity firm, pursuant to an auction process.
- $70 million acquisition of U.S./U.K. assets of Australian information technology company.
- $70 million sale of all assets of an Internet-based marketing firm.
- Represented engineering and architectural company in growth acquisition process that, over a seven-year period, resulted in acquisitions for purchase prices in excess of $60 million.
- $53 million sale of a seminar company (due diligence and documentation).
- $50 million tender offer for publicly held temporary services company.
- $50 million sale of a surgical products/devices product line.
- Represented manufacturing company in connection with the sale of assets for consideration in excess of $40 million.
- $40 million debt exchange offer for apparel manufacturer.
- $35 million sale of a Medicaid HMO.
- Representation of publicly held corporation in a $34 million sale of a telecommunications product line.
- $30 million sale of all assets of an Internet-based data marketing firm.
- $30 million sale of all of the assets of a technology-driven manufacturing company with operations in Mexico and the U.S.
- $30 million tender offer for publicly held software development company.
- $30 million sale of printing and labeling facility to a consortium of private equity funds, pursuant to an auction process.
- $26 million sale of the disability insurance division of an insurance company (negotiate, structure and documentation).
- $25 million purchase of two oil rigs.
- $24.2 million sale of stock in financing of an electronic stock market including negotiations with investment bank investors.
- $24 million sale of assets of a chain of pawn shops
- $24 million exchange offer of stock and notes for publicly held debt securities of a publicly held financial holding company.
- Representation of domestic insurance company holding certificates of authority in 43 states and the District of Columbia in $23 million sale of stock to a British holding company.
- Representation of the purchaser in a stock acquisition of a national restaurant franchisor, with over 75 franchisees nationwide for a purchase price, including debt restructuring, in excess of $21 million.
- $22 million sale of assets of a vehicle manufacturer.
- $20 million sale of assets of an organic bakery to a strategic buyer.
- $20 million acquisition by an academic medical center of an outpatient cancer facility.
- $20 million purchase of a medical device product line.
- $20 million sale of the health insurance division of an insurance company (due diligence and documentation).
- Sale of an agricultural chemical company to a strategic purchaser for $20 million, involving an auction process.
- Representation of European based holding company in a $15.4 Million acquisition of stock of a domestic insurance company with certificates of authority in 32 states.
- $15 million sale of an 80-physician multi-disciplinary clinic and related employment agreements for all 80 physicians.
- $14 million consolidation/merger of preferred provider organization and health maintenance organization.
- $13 million representation of a software company in its sale to a publicly traded competitor.
- $12 million acquisition of major area physicians’ clinic.
- $12 million sale of a quarry business to a public corporation (negotiation, supervision of due diligence and documentation).
- Negotiated, structured and documented five acquisition transactions for a printing company ranging in size from $3 million to $12 million.
- $11 million sale of stock of an online employment recruiting company to a strategic purchaser.
- $11 million sale of a division of a medical device manufacturer to a publicly traded company.
- $10 million acquisition by a nationwide hardware distributor of its largest competitor.
- $10 million purchase of software development company.
- $10 million asset sale of plastics fabricator for recreational water products.
- $9 million merger of corrections management company.
- $9 million sale of assets of a large Midwest jewelry chain to a larger national retailer.
- Negotiated and structured the acquisition by a nationally-recognized software security firm of one of its major competitors for a purchase price in excess of $8 million.
- $8 million acquisition of a community bank by a community bank holding company.
- Represented a capital goods manufacturing company in two separate asset sales totaling $8 million and $10.3 million, respectively.
- Representation of the purchaser in a stock acquisition of an international franchisor with over 300 franchisees that included a Rule 506 private placement of equity and mezzanine debt with warrants to various private equity groups and individual investors of approximately $7 million and senior debt of approximately $2 million.
- $7 million acquisition of a national bank by a bank holding company.
- $6 million acquisition of a state bank by a bank holding company.
- $6 million sale of Kansas bank to publicly held bank holding company.
- Represented one of two sellers in $6 million sale of assets of air cargo handling business. Our client was also the majority owner of the second seller.
- $5.6 million purchase of weather derivatives company by Japanese insurance company.
- $5.1 million sale of assets by a community bank to a bank holding company.
- $5 million purchase of stock of laboratory company.
- Representation of buyer in a "second-stage" leveraged buyout of advertising firm for $5 million utilizing an Employer Stock Ownership Plan.
- $5 million sale of a telemarketing company (negotiation, structure and documentation).
- $4.5 million purchase of assets of adult congregate living facility.
- $4 million merger of electric companies.
- $4 million sale of aquarium and aquarium pump manufacturer.
- $4 million merger and refinancing for an alarm system company.
- $4 million merger of limited partnership with and into a limited liability company.
- $3.5 million sale of assets of organic bakery to its largest shareholder.
- $3.5 million acquisition of a distribution company by a newly formed corporation.
- $3 million sale of the assets and real estate of a catalogue seller of specialty automobile parts.
- $2.69 million acquisition of insurance risk limited liability company by regional privately held insurance company.
- $2.5 million acquisition of two branches and the assets of a community bank by a state bank.
- Assist client in the negotiation, acquisition and financing of $2.2 million of equipment and other assets for nuclear medicine production.
- $2 million sale of the telex division of a communications company (negotiation and documentation).
- $2 million sale of a nursing home.
- $1.8 million asset sale of company which sell and rents winter sports equipment, clothing and accessories.
- $1.7 million sale of agricultural seed company (negotiation and documentation).
- $1.5 million sale of assets by a fire sprinkler contractor to its management.
- Represented air cargo handling company in $1.2 million acquisition of Missouri air cargo handling company.
- $1 million acquisition of two truck dealerships.
- $1 million sale of a telex business by a telecommunications company.
- Acquisition by an academic medical center of the stock of two large physician groups and related employment agreements for 30 physicians.
- Acquisition of the world’s largest sports, entertainment and venue architecture practice from its privately held parent company (purchase price confidential).
- Negotiation and drafting of the acquisition of a mutual fund registered investment advisor (purchase price confidential).
- Represented the Special Committee of the Board of Directors of a major restaurant chain in connection with the negotiations of employment agreements with the company’s management team.
- Representation of a consortium of beer wholesalers in the purchase of a major beer brand franchise rights for the Missouri/Kansas territories.
- Sale of 51% of technology oriented marketing firm to global conglomerate in auction process for significant eight figure purchase price and earn out.
Representative Joint Venture Experience
- Representation of start-up medical device developer in negotiation of long-term license and supply agreement with global pharmaceutical company.
- Representation of glass ampule developer in negotiation of manufacturing/packaging agreements with worldwide consumer marketing company.
- Representation of proprietary call center software developer in numerous license agreements with end-users located in United States, Europe and Japan.
- Representation of NYSE-listed HMO in virtually all of its software, hardware and telecommunications licenses and procurements, including electronic and Internet claims processing agreements.
- Representation of systems integrator in negotiation and documentation of license agreement with nationwide insurance membership organization.
- Numerous software license agreements, escrows and related documentation on behalf of diverse group of end-users.
- Representation of major character licensing corporation in connection with a licensing program generating between $80 million to $100 million annually.
- Negotiation, deal structuring and documentation for a joint venture between a life insurance company and marketer of life insurance products.
- Negotiation, deal structuring and documentation for a joint venture between a life insurance company and marketer of life insurance products through financial institutions.
- Negotiation and documentation for a joint venture between a telecommunications provider and an entertainment company offering voice and data communication services.
- Representation of sellers in the $120 million sale of a joint venture between a telecommunications company and an entertainment company that provided telecommunications services to an entertainment park.
- Negotiation and documentation of a $120 million dissolution of a joint venture between an entertainment company and a communications company.
- Negotiation and documentation for a $53 million joint venture between a provider of wireless communications and a provider of air to ground communications.
- Representation of several non-profit entities in the commercialization of real estate properties through the formation of joint venture, for-profit enterprises.
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