M&A and Corporate Advisory

Public Company Representations:

• 1-800-FLOWERS in its acquisition of Harry & David, PersonalizationMall.com, Shari’s Berries brand in a 363 bankruptcy sale, Things Remembered® and Vital Choice.
  • Our work on the PersonalizationMall.com deal was named “E-Commerce Deal of the Year” in 2021 by Mergers & Acquisitions.
  • Our work on the Shari’s Berries deal was named “Restructuring Deal of the Year” in 2020 by The Deal and The M&A Advisor.
• 1-800-FLOWERS in its sale of Fannie May Confections Brands, Inc. to Ferrero International.
  • Our work was named "Deal of the Year - Consumer/Retail" in 2018 by ACG NY and The M&A Advisor.
• Arch Capital Group Ltd. in its acquisition of Watford Holdings and United Guaranty Corp, which included offerings of senior notes and preferred shares and an amended and restated credit agreement.
• Cable One, Inc. in its investment and acquisition transactions with three communications service providers: Valu-Net LLC, Wisper ISP, LLC, and AMG Technology Investment Group, LLC.
• Coca-Cola Enterprises in connection with its transaction to combine with Coca-Cola Iberian Partners SA and Coca-Cola Erfrischungsgetränke AG to form Coca-Cola European Partners plc, the world’s largest independent Coca-Cola bottler.
  • Our work on this deal was named the M&A “Deal of the Year” in 2016 by The American Lawyer.
• ICON plc in its acquisitions of Akos, Aptiv Solutions, Biotel Research, ClinForce, Clinical Research Management, Healthcare Discoveries, MolecularMD, PMG Research, PriceSpective, PRA Health Sciences, and Symphony Clinical Research, among others.
• S&P Global’s Sustainable1 business in its founding investment in Novata, Inc., a newly-formed Delaware public benefit corporation created to help private equity firms and private companies navigate the ESG landscape.
• S&P Global’s Sustainable1 business in its acquisition of The Climate Service, Inc., a leading climate analytics provider.
• S&P Global in connection with the divestiture of a subsidiary.
• Sumitomo Corporation in its joint acquisition of a significant majority interests in the West Deptford Energy power holding companies which own the 750 megawatt gas-fired combined cycle electric generation facility in New Jersey; reviewed and negotiated the purchase and sale agreement, company operating agreements, subscription agreements and other operating contracts; and managed the due diligence process in connection with the acquisition, and supervised the signing and closing mechanics and related matters arising

Private Company Representations:

• One of the world’s largest asset management firms and its portfolio companies in connection with internal compliance investigations, M&A diligence, development of policies and employee training programs, and other regulatory matters, including FCPA and trade sanctions compliance.
• A PE-owned telecom company in several acquisitions valued at under $25 million, and ongoing regulatory advice to the Company.
• An online retailer in connection with a sale of its assets to a private equity firm. The deal included a rollover of 40% of the founder’s equity and a sizeable earnout.
• A company in the technology and staffing business in the sale of control to an outside investor, with the founders retaining management control and significant ownership, and over the next six years, representing the founders as the company grew, through an acquisition and restructuring of the Company into two operating divisions, the sale of one of the divisions to a large public company and the eventual sale of the remaining division to an investor seeking to effect a consolidation in the industry. 
• A U.S.-based packaged food distributor valued at under $50 million in a transaction in which its largest supplier became a majority owner of the company, and ongoing work with the company as it grows its business.  
• The largest preferred stockholder (a family office) in the sale of an early stage life sciences company, which included earnout milestones, licensing agreement and a services agreement with a piece of the business that was not sold.

Founders & Owner Representations:

• The founders of a North American based snack food business in the sale of all of their equity to their main supplier. Cahill had previously represented the founders in their sale of a controlling interest to the same entity.

Acquisition Finance Transactions:

• Advised the Borrower, a Fortistar led private equity consortium, in a $215 million senior secured acquisition financing of Primary Energy Recycling Corporation, an operator of a 298 megawatt portfolio of four recycled energy generating facilities in a pulverized coal facility located in Indiana;
• Advised the Borrower (and Purchaser) in negotiating and drafting the credit agreement, security agreement and other closing documents for a $170 million first and second lien acquisition financing in connection with the purchase of the Phoenix Coyotes Hockey Team from the US National Hockey League, reviewed the hockey arena lease agreement and the related operating agreements, reviewed and negotiated the depositary account control agreements and security documents, and supervised the closing process and post-closing deliverables;
• Advised the Administrative Agent and Joint Lead Arrangers in negotiating and drafting the credit agreement, security documents and other closing documents for a $550 million acquisition financing in connection with the purchase by Western Refining Inc. of Northern Tier Energy LP (an independent downstream energy company) from TPG Capital and ACON Investments;
• Advised the Administrative Agent and Joint Lead Arrangers in negotiating and drafting the credit agreement and other closing documents for a $275 million acquisition financing in connection with the purchase by Corporacion Primax, S.A. of equity stakes in certain Primax downstream energy companies in Ecuador and Peru from the Grupo Romero family, and coordinating with local counsel in connection with negotiating and drafting the security agreements and other closing documents;
• Advised the Borrower in negotiating and drafting the credit agreement, security agreement and other closing documents for a $330 million acquisition financing in connection with the acquisition of an incremental membership interest in an existing wind power portfolio owned by EDP Renewables North America, LLC including the refinancing of existing facilities incurred by Axium Wind AcquisitionCo., and coordinated with the acquisition team in connection with the negotiation of the tax equity consents, waivers and other related closing documents;
• Advised the Administrative Agent and lender group in connection with the over $250 million acquisition financing provided to AMP Capital for the purchase of ITS ConGlobal from the Carlyle Group;
• Advised the Monomoy Capital Partners, as Borrower, in connection with a $128 million senior secured acquisition financing provided by Midcap Financial Trust for the purchase of majority of the equity interests in Kuaffman Engineering LLC;
• Advised CIBC and MUFG in connection with an $86 million acquisition financing for Axium US Infrastructure for the purchase of student housing developments at the University of Iowa and the University of Nevada from Balfour Beatty; and
• Advised the Sponsor (Revelstoke Capital Management) and its portfolio company, FP UC Intermediate Holdings, Inc. (an urgent care and primary care services platform) in a $200 million senior secured financing with MidCap Financial Trust, as administrative agent, for the acquisition of the Rural Health Alliance business, refinancing an existing credit facility and providing for working capital.
• Advised on two deals for a solar power project company in the sale of all of the equity of its subsidiary and the sale of assets.