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Business Acquisitions and Sales: The sale or purchase of a business presents opportunities; it is fraught with challenges. Sellers, Buyers, and their advisors share many concerns: price, terms, structure, tax effects, confidentiality, non-compete, liabilities (actual, potential and imagined), indemnification, trust and verification. These are but a fraction. Experienced counsel helps to create the conditions for success. And Hubbard Business Counsel has extensive transactional experience across Financial, Publishing, Manufacturing, Distribution, Service, Banking, Contracting, Automotive, Mining, Health Care and other industries. Hubbard Business Counsel has provided advice, helped structure, and otherwise represented clients in connection with (amongst others): The acquisition and financing of a middle-market plastics manufacturing company; the transaction closed within 90 days from the initial letter of interest. The potential acquisition by a $3b German automotive manufacturing firm (evaluation and letters of intent) of two U.S.-based middle-market manufacturers—offered by investment banks via a limited auction process. The sale for cash of a middle-market publishing company to a Fortune 200 firm. Negotiations were conducted directly with the buyer’s Chief Financial Officer and Vice-Chairman. The period from initial contact to closing was only a few months. The tax-advantaged sale to a strategic acquirer of controlling interest in a privately held financial services corporation. The sale of a vacuum formed plastics manufacturing company. The negotiations for the acquisition of a bank holding company. The negotiation and sale of a Maryland-based middle-market publishing company. Closing occurred within 40 days of the signing of a letter of intent. The acquirer was based in Massachusetts, the investment bankers were located in New York City; post letter-of-intent negotiations were conducted by phone and electronic media, and closing occurred by means of the overnight exchange of documents. The sale of a well-known reference book publisher to a major international publishing conglomerate. The acquisition by a minority-controlled firm of a middle-market mortgage brokerage via the private placement of the brokerage’s securities. The purchase by a middle-market manufacturing company of 50% of its outstanding shares through the use of a redemption agreement (limiting compensation and distributions to the remaining shareholder and providing security to the selling shareholder). Hubbard Business Counsel has also represented various other clients in the acquisition/sale of numerous businesses across a variety of industries. Tax-Advantaged Owner Transactions: Represented the owners of a middle-market company in establishing grantor-retained annuity trusts, irrevocable trusts, and a family limited partnership—to accomplish their various estate planning goals. Represented the owner of a privately held company in the sale of his company to a family member, using self-canceling installment notes (SCINs). Represented the buyers-of-control of a financial institution though the increase—to more than 30%—of the ownership by the ESOP, which provided a catalyst to sell to existing management and new investors rather than sell the institution to a third party. A bank holding company was formed, and new securities were sold to new investors. Represented the owners of a financial services company in selling
control of their
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