Mergers & Acquisitions

Mergers & Acquisitions

Corporate & Business

Overview

Our Mergers & Acquisitions practice is comprised of seasoned corporate attorneys who understand what it takes to smoothly guide a deal from term sheet to conclusion. If you are considering buying, selling, or partnering with another company, we can help make your deal happen on favorable terms. Our attorneys provide expert representation in all areas of mergers, acquisitions, reorganizations, consolidations, combinations, and recapitalizations.

Efficiently master the essentials of a successful transaction.

We work hard to understand exactly what it takes to accomplish your aims. We avoid distractions and never jeopardize a deal by “over-lawyering” the documents. We maintain a realistic assessment of time and resource constraints so that we deliver both value and results efficiently. We protect your interests. As a multi-service firm, we offer coordinated legal advice in related areas of the law, including tax, intellectual property, securities, real estate, antitrust, labor and ERISA (Employee Retirement Income Security Act), environmental, bankruptcy, litigation, health care, and financial services, among others. Additionally, we offer special expertise for transactions in financial, health care, and manufacturing sectors.

We offer a comprehensive array of services around merger and acquisition activity, including:

  • Purchase and sale of public and private corporations
  • Asset sales
  • Divisional and product-line acquisitions and divestitures
  • Management buyouts
  • Leveraged acquisitions
  • Acquisition financings

Representing First Connecticut Bancorp, Inc. in $544 Million Transaction

Hinckley Allen is representing First Connecticut Bancorp, Inc. (NASDAQ: FBNK), the holding company for Farmington Bank, in connection with First Connecticut Bancorp’s acquisition by People’s United Financial, Inc. (NASDAQ: PBCT), the holding company for People’s United Bank, N.A., in an all-stock transaction valued at approximately $544 million. Completion of the transaction is subject to customary closing conditions, including receipt of regulatory approvals and the approval of First Connecticut Bancorp, Inc. shareholders.

$2 Billion NewAlliance Bancshares mutual-to-public conversion.
We advised NewAlliance Bancshares, during what was then the largest and most complex mutual-to-public conversion in banking history. Two simultaneous mergers generated a great deal of complex legal and business activity, which demanded a creative and agile approach to the engagement. Total transaction costs were approximately $2 billion.

$118 Million Sale of opioid abuse treatment center with mitigation/resolution of IRS complications
We closed the sale of a substance abuse treatment center to a publicly traded company, in a stock deal for $118 million. The client operates 18 treatment centers in four states, including Rhode Island, Maine, Utah, and Pennsylvania. Our initial review of the new client’s records yielded significant corporate recordkeeping and S-corporation tax issues, all of which required triaging in order to prepare for pre-closing. This work was performed in parallel with representing the company in the main transaction with the buyer. The client’s tax issues were significant and the buyer mandated several IRS rulings. In addition to the tax issues and the standard review of all of the client’s due diligence response materials, the client’s corporate and stockholder records required us to forensically unravel, and subsequently recreate, a timeline of significant mergers and other corporate events in the client’s history, so that our client could render a clean capitalization representation and warranty in the transaction. The transaction was executed successfully with excellent results.

Innovative Clinical Solutions, Ltd.
We represented Innovative Clinical Solutions, Ltd., a Delaware corporation, in connection with the restructuring of its $100 million 10¾% debentures into common equity through a prepackaged plan of bankruptcy. This transaction involved the consent solicitation of debenture holders of a plan for reorganization heavily negotiated with a committee of the debenture holders and hotly contested by a minority group of debenture holders. The plan ultimately called for implementation of a new senior credit facility, a reverse stock split, exchange of debentures for approximately 90% of the common equity, cram down of certain other interests, satisfaction of trade creditors, creation of new stock option plans, new executive employment agreements, and a registration-rights agreement.We also represented Innovative Clinical Solutions, Ltd. in connection with the sale of its wholly owned subsidiary, Clinical Studies, Ltd., in a stock-for-stock merger with a specially created acquisition subsidiary of Comprehensive Neuroscience, Inc. This transaction involved the filing of an Information Statement on Schedule 14C with the Securities and Exchange Commission and an extremely complicated escrow involving four separate escrow categories, including a three-year working capital look-back adjustment.

AMTROL Inc.
We represented AMTROL Inc. (NASDAQ-AMTL) in its initial public offering of 3 million shares at $15 per share, which included a shareholder secondary of 1.3 million shares. The total size of the offering (including “greenshoe”) was approximately $52 million.
We also represented AMTROL in connection with the controlled auction conducted by Smith Barney Inc., which resulted in a merger agreement with an affiliate of The Cypress Group, LLC for a total consideration of approximately $219 million in cash. The Cypress transaction involved a $115 million in senior subordinated debt.
We continue to serve as general counsel to AMTROL Inc. and provide a full range of legal services, including general corporate, international distribution agreements, securities compliance, employee benefits, labor, real estate, environmental, and tax issues.

Tridex Corporation/Transact Technologies Inc.
We represented Tridex Corporation (TRDX.OB) in connection with several domestic and international acquisitions and handled the formation and initial public offering of its subsidiary, Transact Technologies Inc. The offering involved the sale of 1,322,500 shares x 8.5 of Tridex Corporation’s interest for approximately $11.2 million.
We also represented Tridex in connection with the sale of its Ultimate Technologies Corp. subsidiary for $13 million and in connection with its acquisition of Progressive Software, Inc., a privately held company, for total consideration in cash, stock, and assumed debt of $48.5 million.

Represented Revolution in the acquisition of the equity securities of Energy Source, LLC
During the acquisition of Energy Source, we represented Revolution in connection with refinancing and restructuring their debt facility with Bank of America. Multiple attorneys were charged with closing both transactions on an accelerated basis. Ultimately, we managed to come in ahead of schedule and below budget. As a result, we were engaged to represent Revolution in another acquisition.

Case Study

Hinckley Allen Representing First Connecticut Bancorp, Inc. in $544 Million Transaction

Hinckley Allen is representing First Connecticut Bancorp, Inc. (NASDAQ: FBNK), the holding company for…

Case Study

Hinckley Allen Represents Bankwell Financial Group, Inc. in its Acquisition of Quinnipiac Bank & Trust Co.

Hinckley Allen represented Bankwell Financial Group, Inc. (NASDAQ: BWFG), a Connecticut bank holding…

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Firm News

Hinckley Allen Recognized on "Best Law Firm" List for the Ninth Consecutive Year

November 1, 2018

U.S. News & World Report and Best Lawyers have recognized Hinckley Allen for the ninth consecutive…

Firm News

38 Hinckley Allen Attorneys Recognized as 2018 Super Lawyers and Rising Stars

October 18, 2018

The Super Lawyers has selected 38 Hinckley Allen attorneys as Super Lawyers and Rising Stars. Each year,

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Publication

Forum Selection Bylaws

February 5, 2015

Background More than 90% of proposed M&A transactions valued at over $100 million are challenged…

Energy and Utilities

  • Represented buyer in the acquisition of 282 miles of rails in a $214.5 million transaction.

Financial Services

  • Represented buyer, a leading global provider of financial services software and software-enabled services, in the acquisition of a supplier of communication solutions for investment firms.
  • Represented a large regional, publicly traded bank with over 80 branches in a merger with a mid-Atlantic financial institution in a deal valued at approximately $1.5 billion.
  • Represented a New England-based, publicly traded bank in its sale to another regional bank, with a transaction value of approximately $235 million.

Insurance

  • Represented a national workers’ compensation insurance provider in its sale to a publicly held insurance company, valued at approximately $135 million.

Health Care Products and Services

  • Represented the seller, a leader in providing ambulatory care, in connection with its acquisition by a diversified managerial holding company.

Manufacturing

  • Represented an international tire manufacturer, as debtor, in a bankruptcy sale of stock and assets to three separate purchasers for a total of $96 million.

Retail

  • Represented eller in the sale of non-core product lines, including industrial real estate.

Technology

  • Represented the buyer, a lighting technology firm, in the acquisition of the membership interest of a provider of energy conservation initiatives.
  • Represented buyer, a leading consulting firm, in the acquisition of the assets of a Chicago-based provider of big-data and data-discovery technologies and solutions.

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