SEATTLE MERGERS AND ACQUISTIONS ATTORNEYS (M&A)

Complex M&A transactions require more than technical legal expertise. They require experienced counsel who understand how deals are structured, how negotiations unfold, and how to navigate the business realities that accompany significant ownership transitions. They also require the judgment, collaboration, and long-term perspective that come from working closely with business owners, investors, management teams, and the professionals who support them.

At Carney, many of the firm’s partners have spent their careers building the practice together. Over more than 25 years, that continuity has helped shape an established M&A group grounded in collaboration, shared experience, and long-standing relationships throughout the deal ecosystem.

Proven Experience in middle-market transactions

Clients hire Carney for transactions that represent defining moments for a business, its owners, and its future. The firm regularly serves as lead counsel in middle-market transactions ranging from $10 million to more than $300 million, including matters involving private equity firms, strategic acquirers, publicly traded companies, and founder-led businesses across a range of industries.

• Counsel to an aerospace components manufacturer in its sale to a publicly traded aerospace and defense company.
• Counsel to a facilities services provider in its sale to a private investment firm.
• Counsel to a leading hot-dip galvanizing company in its sale to a publicly traded provider of metal coating solutions.
• Counsel to an industry-leading electronics company in the spinoff of a division to a Fortune 500 company.
• Counsel to one of the largest privately held construction companies in the Northwest in its sale to a national and international construction firm.
• Counsel to 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.
• Counsel to a Midwest general construction firm in its sale to a top-10 national general contractor.
• Counsel to a regional coffee company in the divestiture of its wholesale business to a publicly traded coffee company.
• Counsel to the seller of a prominent West Coast flooring company in its sale to a private equity-backed platform company.
• Counsel to a Northwest HVAC company in its sale to a national HVAC platform company.
• Counsel to an electronics technology company owned by a West Coast private equity firm in an asset sale to a Midwest private equity firm.
• Counsel to a premium toy company in a share exchange transaction with a publicly traded New York toy company.
• Counsel to a regional coffee company in a bankruptcy sale of assets, including more than 75 company-owned and licensed retail locations.

Why Clients Choose Carney

Carney occupies a distinctive position in the market. The firm combines the sophistication and resources required for complex transactions with a level of accessibility and involvement that many middle-market businesses value.

While the firm’s sweet spot is privately held businesses, particularly transactions in the $25 million to $100 million range, the team also has the depth to scale for substantially larger and more complex matters when needed.

Clients work directly with experienced attorneys who take the time to understand the business, the people involved, and the objectives driving the transaction. They are not handed off as the deal progresses or treated as one matter among hundreds within a much larger firm.

Significant transactions often involve more than legal and financial considerations. Ownership, leadership, employees, customers, operations, tax planning, and long-term business objectives can all influence transaction strategy and execution. Carney helps clients evaluate not only the legal mechanics of a transaction, but also the broader business considerations that can shape a successful outcome.

Clients also benefit from a coordinated team that can draw on tax, employment, real estate, estate planning, litigation, financing, and other disciplines when issues arise. Whether working alongside existing advisors or helping clients identify additional resources when specialized expertise is needed, Carney brings together the right experience while maintaining a practical focus on the client’s objectives.

“I recently worked with the team at Carney Badley Spellman on a complex business transaction and was extremely impressed. Their expertise in M&A was clear from day one. They were incredibly responsive and committed—often working late nights and weekends to make sure we hit our closing deadline. It was clear they genuinely cared about the outcome and were fully invested in protecting my interests.”

— Melissa Bandel, Bee’s Plumbing

M&A Legal Services

Carney advises buyers and sellers throughout the transaction lifecycle, including:

• Tax structuring and transaction analysis
• Capital structure evaluation and acquisition entity formation
• Letters of intent and related transaction negotiations
• Due diligence review and response management
• Acquisition agreements and related transaction documents
• Debt and equity financing arrangements
• Purchase price adjustments, earn-outs, indemnification, and other post-closing matters

Representative Industries

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