Notable Experience
Mergers & Acquisitions - $10 million asset sale of plastics fabricator for recreational water products
- Representation of management group in $100 million sale of financial services organization pursuant to an auction process
- $80 million sale of distribution facility in health care products to a Chicago-based private equity firm, pursuant to an auction process
- $30 million sale of printing and labeling facility to a consortium of private equity funds, pursuant to an auction process
- 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 earnout
- Sale of an agricultural chemical company to a strategic purchaser for $20 million, involving an auction process
- Acquisition of a home health company, valued at more than $45 million
- Merger of three different hospital systems in Kentucky, worth more than $2.5 billion
- Represent client in the acquisition of assets of two organizations, with a total value in excess of $100 million
- $70,000,000 stock sale of a SAAS company in the health care industry to a multi-billion dollar strategic buyer pursuant to an auction process conducted by investment bankers
- $11 million purchase of assets of a home health care company by a portfolio company of a Chicago-based private equity firm
- $12.5 million acquisition of two subsidiaries (one domestic and one in Europe) from Applied Materials, Inc. (NasdaqGS: AMAT) and its subsidiary, Semitool, Inc.
- $20 million leveraged management buyout by semiconductor capital equipment provider
- Asset acquisition of a Boston-based information security company, including licensed technology from MIT
- Represented private equity firm in $15 million acquisition of a nationwide storage tank designer and manufacturer
- Represented former A-B executive in purchase of all of the assets of O'Fallon Brewery, a St. Louis based microbrewery for $700,000
- Represented owner of a regional ATM company in a $15 million asset and membership interest sale to a private equity firm
- Represented purchaser in its $250,000 purchase of a rebar manufacturing business’s assets
- Represented buyer in its acquisition of BSW’s consulting division
- Represented purchaser in an asset purchase of a national franchised fitness club business
- Represented franchisee of a national chain in its issuance of membership interests
- Represented third largest endowment advisory firm in a $56 million sale of its stock to a publicly-listed company
- Represented private equity firm in its $7.8 million sale of stock in a manufacturing business
- Advised purchaser in its acquisition of a product line from the world’s largest food ingredient manufacturer
- Represented company in its $71 million merger with a wholly-owned subsidiary of Monsanto
- Represented purchaser in an asset purchase of a national franchised fitness club business
- $30 million sale of assets of a publicly held hospitality company to a publicly held global hospitality and vacation holiday company
- Assist as local company counsel in $1 billion sale of cosmetics company from the portfolio of a large private equity company to a multi-national beauty company
- Purchase of trademarks and of assets of a company based in the United Kingdom
- Purchase of a substantial portion of assets worth $3 million
- Representation of founder in sale of stock of nuclear power plant instrumentation and control supplier
- $30 million sale of Assets – 363 sale client in bankruptcy
- Liquidation and wind-up of a 90-store equipment rental retail chain. Work was commenced in March of 2005 and continued through June of 2010 (total asset sales (sale of the assets of 90 retail locations) exceeded $30,000,000; over $22,000,000 was paid to the prime lender; over $10,000,000 of creditor’s claims were settled)
- $2 billion negotiation with government of Iceland, including the President and various Ministers, Mayors, and public utilities for concession to develop geothermal power plants and data centers
- Represented the Kansas-based baseball and softball equipment distributor with national distribution in the sale of its assets and business to a Florida sports equipment distributor
- Represented the Missouri-based optometry practice in the spinoff and creation of a Kansas based optometry practice
- Represented the Kansas-based credit card debt collection service company in establishing and opening an international call center located in Santiago, Chile
- Representation of a renewable energy client in multi-million dollar sale of solar energy projects
- Representation of a renewable energy client in sale of interest in wind energy project for the purchase price of $12 million
- Represented Physician Group in multimillion merger with another physician group
- Represented seller in sale of stock in publishing business for the purchase price of $2.7 million
- Represented renewable energy client in procurement of $12 million secured loan transaction
- Represented the Kansas City area-based company in the sale of their business which manufactures and supplies glass-to-metal hermetically sealed enclosures and related products ($5 million)
- Represented the Dallas, Texas based health care company with the acquisition / roll up of other sleep apnea assets to expand national presence of the business
- Represented Missouri Professionals Mutual (MPM) in forming a Kansas-domicile stock insurance company. MPM is the largest writer of medical malpractice insurance coverage in the State of Missouri, and is now moving into Kansas through the formation of the new insurance company
- $100 million sale of a recreational products floor plan portfolio
- $6 million purchase of assets of co-packaging business, including bank and carry-back financing for same
- Engaged to assist a major clothing retailer in establishing its foreign operations. As part of this process, we assisted in obtaining an agreement with the IRS regarding the value of certain property that was transferred to the foreign operations
- Represented client in a significant purchase, and client is now the proprietary manufacturer of a wide range of plastic products, including the famous Astroturf-branded products
- Represented the equity group in the acquisition and recapitalization of a company that is a leading producer of heat exchangers, pressure vessels, and columns for the biotechnology, biofuels, grain processing, chemical, petroleum, power and water treatment industries
- Represented approximately seven parties, from Fall 2009 through the present, who previously sold their insurance and securities brokerage businesses to a national public securities firm out of New York in the repurchase of those businesses from that firm. Purchase transactions have involved asset purchases, stock purchases, and stock purchases with Section 338(h)(10) elections
- Represented a major national transportation, from Fall 2009 to present) engineering and architectural firm, in the sale of two of their offices in the United States, as well as in five additional purchases of engineering and architectural firms, primarily related to the transportation sector business. Each of those purchases and sales have ranged anywhere from several hundred thousand dollars to $8 million in purchase price, and have involved reverse triangular mergers, assets purchases, and stock purchases with Section 338(h)(10) election
- Represented a closely held national commercial concern in the formation and operation of an investment joint venture with an overseas funding source worth $400 million
- $4 million (min.) defense of hostile takeover of the Big 12 Conference by the Big 10 Conference and the Southeastern Conference
- $400 million sale of mutual insurance holding company to private equity firm and demutualization
- Formation and day-to-day representation of a hospital purchasing organization on behalf of six large tax-exempt hospital/hospital systems across two states
- The entity represents an estimated $520 million in annual supply spend
- Representation of the Special Committee of the Board of Trustees of a University in connection with the investigation of allegations of financial wrongdoing by senior officials at the University. The investigation involved issues with an Internal Revenue Service audit, issues with the State Attorney General and issues with the Federal Election Commission
- Representation of this $1 billion health care system in connection with all of its legal services, especially all of its merger and acquisition activities
- Representation of a $9 billion not-for-profit health system in connection with all of its merger and acquisition activity
- Matter involving the acquisition of assets from an engineering firm ($3 million)
- Matter involving the sale of the client’s business (approximately $70 million)
- Matter involving the purchase of a solvents manufacturing company (approximately $6.7 million)
- Matter involving the sale of 70% of the membership interests in company (approximately $15 million)
- Closed on integrated transactions involving the combination and commercial and private, equity and debt, financing, refinancing and additional capitalization comprising a $300,000,000 equity and $1,500,000,000 market value portfolio) of 27 existing lifestyle center, retail, office and other commercial real estate investments totaling more than nine million square feet in twelve states into a global joint venture ownership structure, all in a tax free fashion. These transactions included closing on a $75,000,000 recycling subscription line of credit syndicated by an international commercial lender for use in deleveraging its existing commercial real estate portfolio, and financing emerging development opportunities, strategic acquisitions and portfolio expansion. Polsinelli Shughart continues to represent RED and the joint venture in the ongoing implementation, operation and expansion of this portfolio-wide joint venture enterprise (a consolidated commercial real estate portfolio and operating entities with a market value of $1.5 billion and with combined joint venture owners’ equity of $300 million, and a $75 million revolving subscription line of credit placed with an international commercial lender)
- $1.3 billion matter involving a telecast rights agreement with Fox Sports
- $100 million matter involving the sale to pharmaceutical company
- $20 million matter involving venture capital funding and formation of new animal health venture
- $42 million matter involving a telecast rights agreement with Fox Sports
- Matter involving the purchase of the wealth planning division of a publicly traded national accounting firm
- $25 million matter assisting company in making investments in hedge funds
- Matter involving a change of control transaction
- $600,000 matter involving our team as Special Intellectual Property and Health Care Regulatory Counsel to and Issuer in an IP and Intellectual Property Counsel
- $1 million matter involving intellectual property work, including patent prosecution, trademarks, both U.S. and foreign filing, opinion work, intellectual property litigation, class action litigation, patent estate planning, insurance work, reexaminations, and advice on merger and sale deal, and trademark labeling advice
- $150,000 matter involving corporate and intellectual property work
- Matter involving asset acquisition. This was the acquisition of a business that provided point of sale equipment and servicing to the credit card industry
- $24 million matter involving a broadband initiatives financing project. Financing Transaction for a rural broadband project in Southern Missouri funded by the United States Department of Agriculture, industry
- Matter involving a stock purchase transaction in which Hammond Associates was acquired by Mercer
- Matter involving a merger transaction in which Divergence, Inc. was acquired by Monsanto Company
- Matter involving the purchase of a vitamin-related line of business from Danisco USA, Inc.
- 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
- $350 million sale of a national commercial mortgage lender to the 12th largest banking corporation 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
- $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
- $110 million sale of a salt company
- $100 million sale of Nationwide software and hardware security firm
- $100 million acquisition of a hospital facility by non-profit semi governmental entity
- $90 million stock-for-stock merger of publicly held bank holding company
- $70 million acquisition of U.S./U.K. assets of Australian information technology company
- $53 million sale of a seminar company (due diligence and documentation)
- Represented a specialty contract research organization offering comprehensive services for non-clinical and pre-clinical studies, utilizing state of the art vivarium(s), which services encompass toxicology, pharmacology, metabolism testing and various disease models in support of non-clinical drug development, in excess of $25 million over the next 10 years
- Represented manufacturing company in connection with the sale of assets for consideration in excess of $40 million
- 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
- $50 million tender offer for publicly held temporary services company
- $40 million debt exchange offer for apparel manufacturer
- Representation of publicly held corporation in a $34 million sale of a telecommunications product line
- $30 million tender offer for publicly held software development company
- $26 million sale of the disability insurance division of an insurance company (negotiate, structure and documentation)
- $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 Great Britain 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 the health insurance division of an insurance company (due diligence and documentation)
- 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
- $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 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
- $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
- $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 acquisition of a distribution company by a newly formed corporation
- $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
- $2 million sale of the telex division of a communications company (negotiation and documentation)
- $2 million sale of a nursing home
- $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
- $1 million acquisition of two truck dealerships
- $1 million sale of a telex business by a telecommunications company
- 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
- $3 million acquisition of a substantial portion of Tegal Corporation’s assets (Nasdaq: TGAL)
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