SEATTLE MERGERS AND ACQUISTIONS ATTORNEYS (M&A)

Whether you’re growing your business through an acquisition or preparing for a sale, the Mergers & Acquisitions group provides practical, clear advice every step of the way.

The M&A practice has developed an excellent reputation with clients who value calm, steady guidance, sharp instincts on when to take a stand, and the grit to fight for the best outcome when it matters most.

From initial negotiations to final execution, attorneys in the group regularly represent notable buyers and sellers, privately held companies, investors, management teams, and lenders in a wide range of business transactions.

Buying or selling a business requires careful planning and strategy. The M&A process can reveal business risks and vulnerabilities that were not apparent before such a significant transaction. Collaboration with clients and their other strategic advisors ensures holistic guidance before, during, and after transactions. Pre-transaction estate planning strategies and business restructuring help optimize the tax impacts of a transaction. Throughout the process, legal challenges are identified, explained, and resolved.

The team provides counsel in connection with:

• Tax structuring and transaction analysis

• Capital structure evaluation, formation, and financing of acquisition entities

• Drafting and negotiation of letters of intent

• Due diligence review and response management

• Drafting and negotiation of acquisition agreements and related transaction documents

• Structuring and negotiation of debt and equity financing arrangements

• Post-closing matters, including purchase price adjustments, earn-outs, and indemnification

Representative Transactions

The firm has served as lead counsel on complex deals ranging from lower middle market transactions under $10 million to upper middle market transactions exceeding $300 million, including representation of:

• A multi-state operator of more than 30 farm and ranch retail stores in a merger, forming the largest single operator of farm and ranch retail stores in the Western United States

• A Midwest general construction firm in its sale to a top-10 national general contractor

• A Northwest HVAC company in its sale to a national HVAC platform company

• A regional coffee company in the divestiture of its wholesale business to a publicly traded coffee company

• One of the largest privately held construction companies in the Northwest in its sale to a national and international construction firm

• The seller of a prominent West Coast flooring company in its sale to a private equity-backed platform company

• A premium toy company in a share exchange transaction with a publicly traded New York toy company

• A national marine and bridge construction company in an ESOP transaction

• One of Washington’s largest credit unions in the spinoff of a document preparation software platform to a strategic buyer

• A regional coffee company in a bankruptcy sale of assets, including more than 75 company-owned and licensed retail locations

• An electronics technology company owned by a West Coast private equity firm in an asset sale to a Midwest private equity firm

• An industry-leading electronics company in the spin-off of a division to a Fortune 500 company

Representative Industries

• Aerospace
• Agriculture
• Construction
• Consulting
• Consumer Goods
• Energy
• Financial Services
• Healthcare
• Manufacturing
• Maritime
• Retail
• Software & Technology
• Transportation & Logistics
• Waste Management

Turn your M&A vision into reality with peace of mind knowing you have experienced counsel to rely on.