Mergers &


Mergers and Acquisitions

We have developed an excellent reputation working with clients on mergers and acquisitions. Our attorneys have extensive experience in all aspects of mergers, acquisitions and other business combinations. We regularly represent buyers and sellers, privately-held companies, investors, management teams and lenders in a wide range of business transactions.

We assist clients with business and legal strategies when working on mergers and acquisitions. We give advice to clients on tax impacts, environmental concerns, employee benefit complications, estate planning and other issues anticipated or discovered during simple or complex transactions. We can assist with debt or equity financing problems, structural changes to an existing business entity or the formation of a new entity.

We assist our clients with:

  • tax structuring and analysis of proposed transactions
  • capital structure analysis, formation and financing of acquisition entities
  • drafting and negotiation of letters of intent
  • due diligence review and response
  • drafting and negotiation of acquisition agreements and related documents
  • drafting and negotiation of debt- and equity- financing documents needed to complete transactions
  • post-closing matters, including purchase price adjustments, earn-outs and indemnification matters

Representative Transactions

Lead Counsel

  • to a local coffee company in the $40M divestiture of its wholesale coffee business to a large, publicly held coffee company
  • to a large, privately held company specializing in manufacturing, selling equipment and services for outside access cleaning and repair of large commercial buildings in a $40M sale to a large private equity firm
  • to a local electronics merchandising company, a products leader, in connection with an $18M sale of preferred stock to an established West Coast private equity firm
  • to a company which is rolling up property management firms focused on the second home market associated with destination ski areas
  • to one of the largest privately-held construction companies in the Northwest in connection with a $50M sale to a major national and international construction firm
  • to the seller in the $65M sale of a prominent West Coast flooring company to a platform company controlled by a large Midwest private equity group
  • to a Northwest company that operated a rail-focused transportation business, in its $15M sale to a publicly traded company
  • to a premium toy company in a share exchange transaction valued at $40M involving a major New York toy company
  • We were lead counsel to the management group of a Northwest manufacturer’s representative in the school construction industry, in its $3M purchase of the business
  • to the lead investor in connection with the acquisition of a Colorado-based hydro-excavation company valued at $4M, and related private placement
  • to a local industrial supply company in a $25M asset sale transaction to a strategic industry leader
  • to an industry leader marine and bridge construction company in a $250M sale to an employee stock ownership plan group
  • for one of Washington’s largest credit unions in the spinoff of a document preparation software platform to a strategic buyer
  • to a large, local coffee company in the bankruptcy sale of all of its assets including over 75 company-owned and licensed retail coffee shops
  • to an electronics technology company owned by a major West Coast private equity firm in a $50M asset sale to a large Mid-west private equity firm
  • to an industry leading electronics company in the spin-off of division of its business to a Fortune 500 company
  • to an industry leading marine transportation company in its acquisition of a Houston, Texas based competitor

Other Counsel

    • We represented one of the principals in a local residential construction company in the $72 million sale of the company to one of the nation’s largest home builders
    • We represented one of the principals in a local business consulting company in the sale of the company to an employee stock ownership program, valued at $15 million
    • We were counsel to a large independent paper mill in connection with the sale and lease-back of a multiple turbine generator electric power facility to a local public utility
    • We were special counsel to a local architecture firm and its private equity partner in structuring a tax-free merger of two of its subsidiary units in connection with the purchase of architecture firm in China
    • We were local counsel for an Ohio-based trucking parts manufacturer with respect to a tax-free merger of its subsidiary entity into a Washington-based trucking parts manufacturer company, valued at $7M
    • We were counsel to an internet public records database aggregator in connection with the acquisition of a competitor, valued at $16M, which was accomplished via tax-free merger
    • We were special tax counsel to a local gaming company in a tax-free reorganization and share exchange with a publicly traded company valued at $70M


M&A Deal January 2023

C-A-L Ranch Stores, a leading farm and ranch retailer, announced a definitive merger agreement with Coastal Farm & Home, another leading ranch and country lifestyle retailer.  Nolan Capital, the majority partner of Coastal, will retain a majority stake of the newly combined company, which will operate 54 retail locations across 6 states.  Carney Badley Spellman advised C-A-L Ranch Stores on the transaction.  The team was led by partners Patrick Lamb and Susan Schalla, partner Zach Haveman, and associates Renee Li and Haiyan TaoYahoo News   Full Article

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