Mergers and Acquisitions

We make deals happen

Offit Kurman Attorneys At Law mergers and acquisitions (M&A) practice area has earned a strong reputation for handling the gamut of business combinations and sale transactions regularly faced by private enterprises with skill, expertise, and efficiency. We regularly represent mid-market companies in deals of varying size and complexity. Our comprehensive and cost-effective M&A services involve the sale, purchase, restructuring and consolidation of business entities and divisions, management buy outs, exit and succession planning and joint venture transactions.

While based in the Mid-Atlantic region, our M&A group assists clients throughout the United States and internationally. We have substantial experience on M&A deals involving diverse industries including cyber security, biotechnology, information technology, health care, real estate, construction, staffing solutions, energy, education and recycling and waste management. Capitalizing on our close geographic proximity to the nation’s capital, we also possess considerable experience in handling unique issues affecting government contractors involved in M&A transactions.

M&A deals often require sophisticated and timely legal advice from practitioners in several different areas. Fortunately, our M&A attorneys rely upon the collective expertise of our colleagues in complementary practices, including tax, banking, intellectual property, real estate, employment, health care, estate planning and asset protection. This close collaboration enables us to provide the comprehensive guidance necessary to address the tax, regulatory, corporate and business issues and other matters that typically arise in M&A deals.

Through every phase of the transaction process, from pre-transaction planning, through the letter of intent, due diligence, document drafting, and closing, we are committed to meeting and exceeding expectations. Our clients know that we are first and foremost corporate attorneys who understand the M&A process and are fully committed to helping our clients achieve their short term and long term objectives.

Both sellers and buyers recommend us because we have helped them to close deals on time, on budget, and with no negative surprises. Offit Kurman Attorneys At Law has the experience needed to work through the myriad issues that are likely to arise during an M&A transaction and close the deal on terms that are most favorable to our clients. This is why our M&A practice is fortunate to enjoy repeat business from satisfied clients and referral sources.

Industry Spotlight — Government Contracting

In recent years, Offit Kurman Attorneys At Law represented a diverse collection of government contractors in mid-market M&A transactions. These transactions involve business sales, debt and equity financing and exit and transaction planning. Our clients are often successful companies that have graduated from set-aside programs, are well managed and successful, face full and open competition and operate within the most active sectors of the defense industry.

Situated near Ft. Meade, NSA, and the Pentagon, Offit Kurman Attorneys At Law has substantial experience serving businesses throughout the government contracting industry. Government contractors regularly rely on our government contracting group for corporate governance, contracting, data rights and regulatory issues, claims and bid protests and security clearance issues — thus we possess the industry knowledge needed to address any industry-specific deal issues.

Our experienced M&A and government contract attorneys provide practical and timely guidance in the conduct of a due diligence analysis, reviewing matters such as novation agreements, security issues, IP protection, advance notices, cost allow ability issues, government discretion rules and regulations. We also offer advice as to transaction structures for government contractor acquisitions on issues relating to business certifications and small business contract opportunities.

Our recent representative M&A transactions for government contractors include:

Representing an engineering, intelligence operations and information technology services company in its $25 million sale to a national defense contractor.
Representing a mid-sized information technology government contractor in its sale to a larger defense contractor in a deal valued at up to $6 million.
Representing the provider of research and analysis services to government agencies in the fields of national defense, cyber security and integrated security operations in its sale to a national defense contractor in a deal valued at up to $15 million.
Representing the United States subsidiary of a foreign buyer for a deal projected to be worth more than $3 million in its purchase of an international consulting firm involved with microenterprise development, economic development, Information technologies, and agriculture/ agribusiness/rural development.
Representing a government contractor specializing in providing support services at NSA

Industry Spotlight — Health Care

Offit Kurman has substantial experience representing health care providers in mid-market M&A transactions. We counsel our health care clients throughout their entire growth cycle, from the moment of viability to the point of transfer and sale. To represent providers in the healthcare sector requires a thorough understanding of their industry–specific legal and regulatory constraints, including exempt tax, antitrust, charitable trust and attorney general issues, the Medicare and Medicaid Fraud and Abuse Law, the Stark Law and tax or “change in use” rules affecting facilities financed with tax-exempt bonds. Offit Kurman has represented clients including tax-exempt and taxable health systems, university, teaching, community-based and government-owned hospitals, multi-specialty and single physician groups, HMOs, insurers and lenders in hundreds of health care M&A transactions.

We advise clients on the following :

Asset acquisitions between tax-exempt and taxable parties, including transactions involving publicly traded companies
Stock transactions between taxable parties, including privately held and publicly traded companies
Mergers and affiliations between tax-exempt health providers (including “second generation” restructurings of these relationships)
Transfers of sponsorship between tax-exempt parties, including religiously sponsored organizations
Lease and sale of assets between government-owned hospitals and taxable, publicly traded health systems
Formation and restructuring of joint operating companies to jointly manage hospital operations
Workout transactions involving financially distressed or bankrupt provider