Mergers & Acquisitions

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Mergers &

Acquisitions

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Seyfarth Shaw | M&A Practice Seyfarth Shaw | M&A Practice

Seyfarth’s Leading Middle-Market

M&A Practice

Our M&A practice includes more than 60 attorneys who have

a focus on middle-market transactions.

Over the last two years, our lawyers have been

engaged in more than 250 M&A transactions

across a diverse range of industries.

Seyfarth Shaw LLP provides 360° legal support for

M&A transactions, from environmental and labor &

employment to intellectual property and tax issues.

60

250

360

Law360

ranked us among

the top 100 U.S.-based firms

with the most merger and

acquisition partners globally.

Recognized as a leading middle-market

M&A (sub-$500m) practice by

Legal 500

since 2012 and shortlisted for its

2015 US Practice of the Year Award in

the M&A Corporate and Commercial:

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Best-in-Class Client Service

Our M&A attorneys are focused on speed-to-market

execution and providing senior-level attention to all

transactions, big or small.

The Seyfarth team is “excellent on all

counts, and demonstrates a willingness to

be flexible in its engagement structures.”

– Client quote,

Legal 500

(2014)

The practice provides “exceptionally fast

response times alongside a practical approach.”

– Client quote,

Legal 500

(2013)

“M&A knowledge is deep, and the team is

extremely responsive; it is pretty much on

call for clients 24/7 and brings together all

the firm’s resources to meet clients’ needs.”

- Client quote,

Legal 500

(2015)

Client Service Elite Honors

For the third year in a row, Seyfarth was named to the

“BTI Client Service 30,” recognizing the best firms in client

service via a survey of

Fortune

1000 in-house counsel.

Seyfarth Named Tops in

Innovation

Recognized as the top firm for innovation – “Tech-Savvy,” “Value Driver,” “Client Service Strategist” and “Mover & Shaker.”

BTI

BRAND

ELITE

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Delivering Value and Innovation

Through our market-leading Seyfarth

Lean

®

_{approach, we}

use innovative technology to increase efficiency and improve

communication throughout our clients’ M&A transactions,

resulting in meaningful reductions of overall costs and

enhanced client service.

By applying Agile project management and Seyfarth’s

award-winning SeyfarthLink technology to M&A transactions,

we can more efficiently manage the constantly changing

issues and priorities arising in a transaction, better manage

negotiations and ultimately increase the efficiency in closing

a deal.

Seyfarth Named “Best of the Best”

For the fourth consecutive year, Seyfarth has been named

to BTI’s “Client Service A-Team,” with top rankings for

innovative approach and unprompted communication.

Financial Times North American Innovative Lawyers

Seyfarth was named among the

Financial Times

2014 most

innovative law firms in North America, lauded for achievements

in business of law, crowdfunding and social responsibility.

Financial Times North American

Innovative Lawyers

Seyfarth named to Most Innovative list, lauded for achievements in business of law, crowdfunding and social responsibility

Seyfarth Named “Best of

the Best”

For the 4th_{year, Seyfarth has been named}

to BTI’s “Client Service A-Team,” with top rankings for innovative approach and unprompted communication.

BTI

CLIENT

SERVICE

A-Team

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SeyfarthLink is more than a traditional extranet, as we have reimagined what online collaboration within the legal world should be. This award-winning technology is a powerful knowledge management tool that allows Seyfarth attorneys and clients to access information more efficiently to better execute on the tasks that further the clients’ business objectives. It allows us to streamline matter and project management and facilitate data reporting in a way that improves the quality of the final work product and reduces costs.

Clients gain real time access to features that are pertinent to our engagement, including:

Transaction Management

Regular tracking, budgeting and monitoring of matters in progress

Transaction Status Reporting

Ongoing updates on all matters

Dashboard Reporting

Financial data and key performance indicators to track billings on a per-matter or portfolio basis

Easy Access to Shared Information

Shared documents, discussion threads, custom databases, calendaring and contact information

SeyfarthLink:

A Next Generation Client Collaboration Platform

M&A attorneys utilize proprietary subscriptions and templates for additional cost efficiencies for our clients. Innovative Tools Process Mapping Transaction Management SeyfarthLink Best-in-Class Web-based Collaboration Financial Reporting Key Metrics and Data

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Work Without Boundaries

Seyfarth has experience in cross-border M&A transactions

and has handled deals involving businesses in Europe, the

Middle East and Asia.

Our clients are leading companies

across a broad range of industries

including:

Aviation

Business Services

Cable/Telecom

Chemicals

Defense & Homeland Security

Energy & Clean Tech

Food & Beverage

Gaming

Government Contracting

Healthcare

Hospitality

Life Sciences

Manufacturing

Medical Devices

Packaging

REITs

Real Estate Services

Technology & Software

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Delivering Business-Minded

Solutions

Seyfarth’s M&A practice publishes a real-time annual

survey of key deal terms in middle-market transactions,

helping turn a spotlight on “what’s market” for our clients.

Predictable Legal Costs

Our M&A practice has taken a proactive, business-minded

approach to projecting the legal costs associated with

M&A transactions.

We have developed a sophisticated budgeting tool to

drive transparency, accountability and

predictability

into the deal process. We are constantly finding ways

to improve the deal process in order to drive down

costs for our clients.

4 | M&A SurveyBook: 2013 Survey of Key M&A Deal Terms February 2014

Indemnity Escrow Period

The indemnity escrow period is the length of time after the transaction closing date that the indemnity escrow amount is held before being released to the seller.

Observations

• The median indemnity escrow period included in deals surveyed which provided for an indemnity escrow was 15 months. • Of the deals surveyed which

provided for an indemnity escrow, approximately 88% had indemnity escrow periods from 12 to 18 months. • In general, indemnity escrow

periods were closely tied to survival periods for “general” representations and warranties.

20% 30% 38% 0% Es cro w P er io d

Percentage of Deals Surveyed Providing for Indemnity Escrow

4% 4%

4%

Greater than 24 Months 24 Months 18 Months 12 Months Less than 12 Months Between 18-24 Months Between 12-18 Months February 2014

Middle-Market

M&A

SurveyBook

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Leader in advising middle-market companies

Represented US Shale Solutions, Inc., a newly-formed shell corporation, in its simultaneous acquisition of four corporations operating in the oil shale service industry. The transaction transformed our client from a two employee company to a 2,700+ employee enterprise valued at $410 million, and was financed in part with an issuance of $210 million in high yield bonds.

Served as U.S. counsel to UBC Media Group plc, a London Stock Exchange listed company, in its acquisition of digital music service 7digital Group, Inc. in a reverse merger of Delaware corporations for approximately $27 million in stock. As a result of the merger, the former 7digital stockholders acquired 75% of the stock of the combined company.

Represented Puerto Rico Cable Acquisition Company Inc., the second-largest cable and broadband service provider in Puerto Rico, in its $272.5 million sale to Liberty Global plc and Searchlight Capital Partners, L.P. As a result of the transaction, Liberty Global’s cable offering in Puerto Rico will be able to reach 80 percent of Puerto Rican homes and thus be the largest cable operator on the island.

Represented Mediaspectrum, Inc., a premier technology company specializing in cloud technology, in connection with its equity investment in Beyond Core Systems Limited (“BCS”), an Irish corporation. BCS is a joint venture between Mediaspectrum and Beyond Holding Limited, a Seychelles corporation, which will market and sell diamond level rewards programs to the financial services industry.

Represented UTEC Constructors Corporation, a leader in installation of underground, high voltage cable in the public utility arena, in its $35 million sale to First Reserve, a private equity firm that is in the midst of a roll-up of utility contracting businesses.

Represented Excalibur Holdings, Inc., a minority shareholder in Avalon Laboratories Holding Corp. (“Avalon”), in

connection with Nordson Corporation’s acquisition of Avalon for $180 million. Avalon is a leading manufacturer of catheters and medical tubing products for cardiology, pulmonology and related applications. Excalibur Holdings, Inc. is an entity controlled by the original founder of Avalon. Represented Alleghany Capital

Corporation in connection with its minority investment in an international licensed toy company.

Represented Carus Corporation, an industrial chemicals company, in its purchase of Pristine Water Solutions from CECO Environmental Corp.

Represented Kaufman, Hall & Associates, Inc., a leading financial consulting firm to healthcare institutions, in its acquisition of a management solution firm.

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Represented Boston Warehouse & Trading Corp. in its $8 million acquisition of Smart Candle, the exclusive North American distributor of a home lighting product sourced from Liown Electronics in China.

Represented Suddenlink Communications in its acquisition of certain cable systems in Texas from Northland

Communications, which systems serve more than 18,700 primary service units on a combined basis.

Represented Committee for Economic Development, an independent, non-profit, nonpartisan public policy organization, in its merger with The Conference Board, Inc., a New York non-profit organization.

Represented SPF Energy, Inc. in its $105 million sale to Canada’s largest independent supplier and reseller of fuels and petroleum products.

Represented the vendors of Maplecroft.NET, a UK risk analytics business, in its sale to U.S.-based Verisk Analytics. Represented IPF Holdings, Inc., an investment advisor and

fund manager, in its acquisition of assets from a Canadian company and its parent company. The transaction was financed in part by the Bank of Montreal, with subordinated debt and equity provided by the sponsors.

Represented Kaufman, Hall & Associates, Inc., the leading financial consulting firm to health care institutions, in a transaction in which our client sold equity to a series of funds sponsored by the private equity firm of Madison Dearborn Partners.

Represented U.S. Legal Support, Inc., a full-service legal support company, in several acquisitions of record retrieval and reporting companies.

Maplecroft.NET

IPF Holdings, Inc.

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Represented Great Lakes Financial Resources, Inc., one of the Chicago area’s largest independent bank holding companies, in its merger transaction with First Midwest Bancorp, Inc., a publicly traded bank holding company. Total transaction value was approximately $58 million and consisted of cash and stock.

Represented Indegene Lifesystems, a leading global provider of clinical, commercial, and marketing solutions to life science, pharmaceutical, and healthcare organizations, in its strategic acquisition of Total Therapeutic

Management, a quality improvement, outcomes research, and clinical engagement services company.

Great Lakes Financial Resources, Inc.

Represented Prudential Rubloff, a premier Chicago real estate company, in the sale of its equity to Home Services of America.

Represented Muvico Holding, LLC, a cinema technology leader, in the sale of a portion of its business to Carmike Cinemas.

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“Seyfarth Shaw” refers to Seyfarth Shaw LLP. Our London office operates as Seyfarth Shaw (UK) LLP, an affiliate of Seyfarth Shaw LLP. Seyfarth Shaw (UK) LLP is a limited liability partnership established under the laws of the State of Delaware, USA and is authorised and regulated by the Solicitors Regulation Authority with registered number 55692. Our Australian practice operates as Seyfarth Shaw Australia, an Australian multidisciplinary partnership affiliated with Seyfarth Shaw LLP, a limited liability partnership established in Illinois, USA. Legal services provided by Seyfarth Shaw Australia are provided only by the Australian legal practitioner partners and employees of Seyfarth Shaw Australia.

www.seyfarth.com

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