Mergers & Acquisitions

Verrill has one of the leading M&A practices in New England. Clients range from established public and private companies to family businesses to tech and life sciences companies. The firm also represents a variety of other organizations in the dealmaking community, including investment banks and financial advisors, as well as sources of private capital and debt financing. The firm has direct experience handling transactions in a broad range of industries.

The following is a list of representative transactions handled by our attorneys:

Business Services

• Represented the owner of one of the leading “green” design businesses in the U.S. to a large East Coast-based engineering firm.
• Represented a rapidly growing internet jobs posting business in a sale to a publicly traded newspaper conglomerate.
• Represented a national payroll processing company in the acquisition of eight payroll companies located throughout the U.S.
• Represented a temporary employee firm in connection with a corporate restructuring and sale of a significant equity position to a private equity firm.
• Represented a leading HR management consultant in connection with the sale of his consulting practice to a public company, and later represented that same consultant in the reacquisition of such practice from the buyer.
• Represented the owners of a mobile home community in the sale of the assets and business of the mobile home park to a nationally known consolidator of similar types of businesses around the country.
• Represented a specialty engineering firm in a roll-up of other engineering businesses.
• Represented a New England insurance brokerage in multiple acquisitions of insurance brokerage companies.
• Represented a leadership development and competency-based talent management consultant in the tax-advantaged sale of his business and intellectual property.

Construction Products/Services

• Represented the family owners of a regionally prominent quarry and road construction and maintenance company in the sale of substantially all the business to the non-family members of the company’s senior management team.
• Represented a Native American tribe in acquiring a cement plant from a publicly traded company.
• Represented a group of private investors in connection with their acquisition of a construction products company.
• Represented an explosives company in its acquisition of regional assets of a materials manufacturing company in a complementary transaction to the sale of a minority equity interest.

Consumer/Retail

• Represented an influential designer of mid-century modern furniture involving the rights to manage the designer’s design portfolio, consisting of over 1,000 designs; conducted extensive negotiation surrounding intellectual property rights.
• Represented a leading provider of online education services in its acquisition of a recognized leader in curriculum, assessment, and reporting tools for K-12 students.
• Represented the owners of two national franchised chain restaurant locations in the sale of each to their respective senior general managers, including renegotiation of the restaurants’ leases and franchise agreements to accommodate the sales.
• Represented a leading provider of education-related products and services in the sale of its equity interest in a subsidiary engaged in developing tools for student assessment and educator professional development.
• Represented a leading provider of online education services in the acquisition of a Texas-based math curriculum organization addressing the early learning market.
• Represented the seller of a premium pre-mixed cocktail business to an affiliate of a national beverage distributor.
• Arranged the purchase of a promotional goods distributor in the UK by a large U.S. distributor.
• Represented a regional supermarket chain in the complex acquisition of another multistate chain.
• Represented a minority shareholder in a dispute with the majority shareholders in a business that owns multiple retail locations. We structured a tax-free transaction that divided the businesses, allowing each side to go its separate way with minimal cost.
• Represented a group that bought a number of health club franchises.
• Represented the Chapter 11 trustee for a company with 11 convenience stores and home heating operations in the successful sale of substantially all its operating assets out of bankruptcy.
• Represented an investor group in the purchase of a designer and manufacturer of specialty custom tote bags and accessories and a related tax-advantaged preferred stock offering to raise capital to acquire and expand the business.
• Represented a travel company in its sale to a competitor.
• Represented one of the nation’s largest providers of home heating oil and HVAC systems in over a dozen acquisitions of home heating oil and equipment providers in recent years in the mid-atlantic and New England regions.

Defense

• Represented a provider of agile airborne intelligence surveillance and reconnaissance solutions and micro-terrain intelligence for the U.S. Defense Department to a publicly traded provider of cyber superiority and cybersecurity solutions.

Distribution

• Represented a manufacturer and distributor of customized purpose-built heavy equipment units (such as snowplows, dump bodies, and street sweepers) in the sale of the business to a private equity firm.
• Represented a buyer of a barge business that delivers petroleum to maritime islands and commercial fishing fleets.

Financial Services

• Represented the management team of a U.S.-based hedge fund in connection with its sale to a non U.S.-based public company.
• Represented a publicly traded bank holding company in connection with its successful acquisition of another bank holding company, and in the merger of the operating bank subsidiaries of both companies.
• Represent banks on a frequent basis in the purchase/sale of bank branches from/to another bank.
• Represented a registered investment advisor and registered broker-dealer in the acquisition of a major wealth management and tax practice.
• Represented a bank in the acquisition of a non-regulated specialty loan origination business.
• Represented a state-chartered bank in preferred stock sales to the U.S. Treasury Department under the Capital Purchase Program, and subsequently under the Small Business Lending Fund Program.

Food

• Represented a regional dairy distributor in its sale to a national dairy company.
• Represented one of the largest fresh juice producers in the U.S. in obtaining venture capital and subsequently merging it with its largest competitor with an eye toward eventually selling the combined business, which was later sold to a Fortune 50 company.
• Represent on a continuing basis the largest producer of wild blueberries in the world in connection with various acquisitions in the U.S. and Canada.
• Represented a large Asian food conglomerate in connection with its acquisition of a U.S. fish processor.

Health Care & Life Sciences

• Represented the seller (bankruptcy trustee) of a residential care facility for adults with developmental disabilities.
• Represented a specialty telehealth business in its sale to PE-backed health care company.
• Represented a major regional hospital and health care system in its sale to a larger national system.
• Represented two community hospitals in their affiliation with a major academic medical center.
• Represented a not-for-profit kidney and cancer research and treatment center in a membership substitution transaction with another not-for-profit dialysis provider to become its sole corporate member.
• Represented a manufacturer of highly specialized products for the health care industry in the sale of an interest in the company to a private equity fund.
• Represented a venture-backed medical call center provider in its sale to a public company; later represented a management group from the resulting subsidiary in the reacquisition of that business from the buyer.
• Represented a specialty pharmacy in its sale to a public company.
• Represented a health care consulting firm in negotiating contracts with various health care providers and, eventually, in its sale to a publicly traded company.
• Represented a UK-based life sciences company in connection with its sale to a private equity firm.
• Represented a veterinary holding company in the purchase of veterinary practices in multiple states.
• Representing an investor-owned home health care company in its sale to an investor-owned health care system.
• Represented numerous nonprofit health care systems in their affiliations with community hospitals and physician organizations.
• Represented the owners of a residential therapy center in a private sale of the center to a third party.
• Represented a national telehealth and medical call center business in a sale to a leading U.S. pharmacy benefits management company; later represented management in a buyback of the business from a successor to the original purchaser.
• Represented the owners of a multistate durable medical equipment company in connection with its sale to an affiliate of a publicly traded worldwide conglomerate.

Investments

• Represented a family of investment funds in numerous secondary transactions involving domestic and international limited partnership interests.
• Represented a fundless sponsor in (a) the preferred equity investment in a South Carolina-based specialty brass rifle cartridge manufacturer and remanufacturer, and (b) a follow-on investment following the prior sponsorship of the acquisition of a controlling interest in a pediatric therapy services provider.

Manufacturing

• Represented a specialty finance company in connection with a loan to a specialty manufacturer to complete the construction of a facility to manufacture basalt fibers for the construction industry.
• Represented a firm involved in the manufacturing/distribution of industrial products to a private equity firm.
• Represented a manufacturer of concrete burial vaults in connection with six acquisitions of burial vault manufacturers, crematories, and related businesses in the mid-atlantic and New England regions.
• Represented the seller of a manufacturer of deep-drawn, precision metal components for the medical and aerospace industries in the sale of its stock to an Ohio-based private equity firm.
• Represented the Canadian purchasers of a rope manufacturing business.
• Represented a minority owner in connection with the sale of one of the largest specialty tank manufacturing businesses in the U.S.
• Represented the seller of a minority interest in a closely held farm equipment manufacturer.
• Represented a specialty finance company in connection with a secured bridge financing provided to a private equity-backed medical device manufacturing company.
• Acted as local counsel to a major international investor in the acquisition of a regional shoe manufacturing business.
• Represented Asian investors in acquiring an embroidered label manufacturing business.
• Represented Dutch investors in acquiring a manufacturing facility out of bankruptcy.
• Represented a major chemical manufacturer in acquiring a chemical manufacturing facility.
• Served as U.S. counsel to a non-U.S.-based steel service center in connection with its sale to a special-purpose acquisition company.
• Represented a precision machining products manufacturer in its acquisition by an international energy services provider.
• Represented a family owner of a preeminent plastics extrusion company in connection with its sale to a private equity buyer as part of the buyer’s roll-up of the industry.
• Represented a Swiss manufacturer in connection with its acquisition out of bankruptcy of a components manufacturer and establishment of its first U.S. operations.

Nonprofit

• Represented a river restoration trust formed by Native American tribes and other groups in acquiring three hydroelectric facilities from a publicly traded utility in order to remove the facilities and allow the river to be restored, in the first such transaction of its kind.
• Represented the sellers of a residential treatment facility for troubled teens, including a large parcel of land.
• Assisted a local media education organization with the formation of a nonprofit educational organization and its acquisition of an established arts institution from the institution’s founder through a complex restructuring of the institution’s debt.

Real Estate

• Represented the leading developer of mixed-use commercial and residential property in New England in connection with joint ventures established to develop hotels, office space, and other mixed U.S. property.

Telecommunications/Technology

• Represented a telecom industry market data and analytics firm in its sale to a West Coast private equity firm.
• Represented the acquirer of a cellular telephone business.
• Represented a computer services firm in connection with its sale to a private equity firm.
• Represented a leading cybersecurity software company in connection with its merger with an affiliate of a large publicly traded telecommunications company.
• Represented a large Scandinavian company in its acquisition of a U.S. software company.

Timberland/Paper

• Represented one of two companies involved in a vertically integrated timberland, lumber, and retail lumberyard business in the redemption of one of its two principal shareholders, effectively consolidating ownership of the enterprise in the other significant shareholder.
• Represented a non-U.S. buyer in the acquisition of the owner and operator of a major pulp mill.
• Represented a buyout fund in acquiring and later selling a wood products manufacturing business.
• Represented a multinational company in the acquisition of a paper mill.
• Represented a timberland holding company in the design and syndication of tax-advantaged multigenerational ownership interests in that entity.

Utilities/Energy

• Represented the acquirer of a group of regional solar energy projects in various stages of completion.
• Represented a foreign utility conglomerate in its acquisition of a state transmission and distribution utility, including the regulatory approval and defense of related shareholder class action litigation.
• Represented the seller in the disposition of its electricity generating business.
• Represented one of the nation’s largest hydropower consulting firms in a management buyout, the subsequent establishment of an ESOP, and an eventual sale of the company.
• Represented the bankruptcy trustee in the sale of an operating railroad with operations in New England and Canada.