Morgan Miller Blair

Challenge:  A privately owned group of East Bay construction materials companies recently determined that, after decades of independence, the companies should be sold.  Soon, the companies received an acquisition offer from a global leader in the building materials field.  The companies faced the challenge of navigating an unfamiliar M&A process, opposite an experienced acquiror.

Approach:  The companies retained Morgan Miller Blair as counsel for the transaction, building on Morgan Miller Blair’s prior handling of a complex internal reorganization.  In contrast, the acquiror was represented by an international law firm with over 900 attorneys.

Solution:  In contrast to the acquiror’s “Big Firm”, which involved nearly a dozen attorneys in the process, Morgan Miller Blair met the client’s needs with a leaner team.  While outnumbered, Morgan Miller Blair held its own throughout the deal.  The Morgan Miller Blair team guided the client in negotiating a letter of intent with the acquiror, locking in business terms attractive enough to justify exclusive negotiations.  Then, Morgan Miller Blair worked with the client’s management to facilitate the acquiror’s exhaustive due diligence process.  Morgan Miller Blair handled negotiations of the lengthy purchase agreement and other ancillary documents, including an escrow agreement, noncompetition agreements and legal opinions.  Morgan Miller Blair then guided the client through addressing and resolving shareholder concerns and obtaining necessary third-party consents.  In addition to the M&A team, other experienced Morgan Miller Blair attorneys advised the client on real estate and tax issues that were critical to the deal.

Success:  The sale closed, one day before its deadline.  Morgan Miller Blair had the process so under control that the client’s president monitored the closing by phone—from a baseball game.  The client learned that Morgan Miller Blair completed the deal for a fraction of the fees charged by the acquiror’s counsel.