Mergers & Acquisitions

Parr Waddoups takes a multi-disciplinary approach to its M&A practice, focusing on a client's primary business objectives as well as related legal issues. We pride ourselves on collaborating with clients to consider the strategic nature and impact merger, acquisition, and divestiture transactions have on the immediate and long-term value of the company, its employees and other stakeholders. Parr Waddoups M&A attorneys first seek to thoroughly understand what the client intends to accomplish, then combine this information with what we do best--structuring the transaction to efficiently meet those goals while minimizing risk and unexpected problems--to determine the best legal strategy to achieve the client's business goals.

The Parr Waddoups M&A lawyers have consistently been ranked as among the best in Utah by peers and clients. Top rankings have been published in Utah Business magazine's Legal Elite, Chambers and Partners USA: America's Leading Business Lawyers and The Best Lawyers In America. According to one edition of the Chambers' guide, Parr Waddoups is "considered to dominate the local market. The firm has earned 'a tremendous amount of respect'" for its M&A practice.

We assist public and private companies with mergers, acquisitions and dispositions of businesses and their assets as well as leverage buyouts, rollups, equity transactions, tender offers, asset exchanges, business restructuring, and legal due diligence for M&A targets.

Representative M&A Transactions

• SkyWest, Inc. (Airline/Transportation): Purchased outstanding stock of Atlantic Southeast Airlines, Inc. from Delta Air Lines. $425 million ($1.7 billion w/debt assumption).

• Sizzling Platter, Inc. (Restaurants): Sale of majority interest to Valor Equity Partners.

• Salt Lake Stingers (AAA Baseball Team): Sale to Larry H. Miller Baseball, Inc.

• SportsWest, LC (Broadcasting): Purchase of sports broadcasting network.

• Kinross Gold Corp. (Mining): Acquisition of Crown Resources Corporation. $219 million.

• Kinross Gold Corporation (Mining): Acquisition of Restoration Mineral Company's interest in Goldbank's Gold Venture. $20 million.

• Access Communications (Telecommunications): Sale to McLeod USA. $237 million.

• SBI Holdings, Inc. (Enterprise-wide Solutions): Sale of business divisions to aQuantive, Inc. $160 million.

• SBI and Company (Enterprise-wide Solutions): Acquisition of Lante Corporation. $40 million.

• SBI and Company (Enterprise-wide Solutions): Tender offer and cash merger to acquire Razorfish, Inc. $8.62 million.

• iTerra, Inc. ( System i High Availability Software): Acquired by Thoma Cressey Equity Partners.

• Recreation Systems, Inc. (Manufacturing): Sale to Drew Industries. $29.5 million.

• Woodside Homes (Construction): Acquisition of Kenco Homes and Pilot Land Development Company.

• SOS Staffing Services (Temporary Services): Acquisition of 14 staffing companies. $64.5 million.

• Huntsman Corporation ( Petrochemical Products Manufacturer): Representation in numerous domestic and international transactions.

• Neilson Elggren LLP (Accounting/Forensic Professional Services): Sale to LEGC, LLC.

• Franklin Covey (Leadership/Time Management): Sale of Premier Holdings to School Specialty.

• Franklin Quest and Covey Leadership (Leadership/Time Management) merger.

• NuSkin Enterprises (Personal Care Products): Acquisition of Caroderm, Inc.

• Innovative Products (All-terrain Vehicle Accessories): Sale to K2, Inc.

• Lofthouse Foods, Inc. (Bakery Products): Sale to Ralcorp Holdings, Inc.

Related Legal Services for M&A Deals

Parr Waddoups also provides legal services for all related legal matters as they arise during an M&A transaction. The benefit for clients is a coordinated and seamless effort to keep all aspects of a deal under control and moving forward.

Mergers & Acquisitions

• Design, planning and implementation strategies for both acquirers and potential acquisition targets in domestic and cross-border transactions.

• Structure of industry "roll-up" transactions.

• Representation of buyers and sellers in the sale and leveraged buyout of closely held businesses.

• Preparation of joint venture agreements and equity investments.

Commercial Financing

• Documentation and structure of commercial finance options.

• Asset-based loan transactions.

• Analysis and negotiation assistance to creditors and debtors in restructuring real estate and other asset based non-performing loans, leases and other financing vehicles.

Securities

• Registration, reporting, and compliance under federal and state securities laws and regulations.

• Privatization of public companies.

Employment

• Assistance with the employee benefit aspects of mergers and acquisitions.

• Consultation with respect to executive employment agreements, consulting agreements and change in control agreements.

Real Estate

• Counsel on the financial and tax benefits through structuring or restructuring ownership interests and debt in connection with real property transactions.

• Environmental aspects of business transactions including due diligence, environmental audits and title reviews.

Taxation

• Advice on taxation and tax planning under state and federal laws for acquisitive and divisive reorganizations

• Guidance on taxable asset and stock sales.

• Tax advice on leveraged buy outs and acquisitions through joint venture entities.

• Assistance with restructuring partnership capital and debt.

• Assistance with partnership real estate transactions.

International

• Compliance with laws in Japan and China.

• Dispute resolution involving distributors, suppliers, manufacturers and strategic alliances.

• Intellectual property transfers.

• Contracts and licensing agreements.

• Selection and establishment of legal entities.

• Related intellectual property issues.

Intellectual Property

• Representation related to protection and infringement and protection of copyrights, trademarks, patents and trade secrets.

• Intellectual property audits.

• Intellectual property transfers and licensing agreements.

• Litigation related to IP, products liability, manufacturer-distributor relations, and antitrust.

Industry Experience

The firm has particular experience completing transactions for the following industries:

• Airline
• Chemical
• Retail
• Telecommunications
• Software
• Information and Business Services
• Manufacturing
• Restaurants
• Candy
• Construction
• Healthcare
• Advertising
• Mining
• Medical
• Electronics
• Financial Services
• Hospitality and Resorts
• Broadcast Media

For more information about our Mergers and Acquisitions legal practice, please contact Scott W. Loveless.

Attorneys serving the Mergers & Acquisitions group:

• Allen, Bryan T.
• Clark, Carlton M.
• Fleming, Matthew C.
• Henriksen, Roger D.
• Hill, Stephen J.
• King, Seth R.
• Larsen, Kent W.
• Lloyd, Brian G.
• Loveless, Scott W.
• Nelson, Gregory S.
• Pope, Keith L.
• Schefer, Michael J.
• Stevenson, Brent M.
• Tenney, Matthew B.
• Tillou, Kenneth B.