Seattle Mergers and Acquisitions Attorneys (M&A)

Carney Badley Spellman M&A attorneys in Seattle have developed an excellent reputation working with clients on mergers and acquisitions. We 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 negotiating debt- and equity- financing documents needed to complete transactions
• post-closing matters, including purchase price adjustments, earn-outs and indemnification matters

Representative Transactions

We have served as lead counsel on complex transactions ranging in value from the
lower middle market (sub $10M) to upper middle market (great than $300M) including, serving as deal counsel to:

• a large, multi-state operator of over 30 big box, farm & ranch retail stores in a
  merger with another West Coast operator of farm & ranch retail stores to form the largest, single operator of farm & ranch retail stores in the Western U.S.
• a large, multi-state Mid-West General Construction firm in a sale to a top-10
  National General Construction firm
• a large Northwest HVAC company in a sale to a large, national HVAC platform company
• a local coffee company in the divestiture of its wholesale coffee business to a large, publicly held coffee company
• one of the largest privately-held construction companies in the Northwest in connection with a sale to a major national and international construction firm
• the seller in the sale of a prominent West Coast flooring company to a platform company controlled by a large Midwest private equity group
• a premium toy company in a share exchange transaction with a major, publicly held New York toy company
• a national marine and bridge construction company in an ESOP sale
• an employee stock ownership plan group
• one of Washington’s largest credit unions in the spinoff of a document preparation software platform to a strategic buyer
• a large, local coffee company in the bankruptcy sale of all of its assets
  including over 75 company-owned and licensed retail coffee shops
• an electronics technology company owned by a major West Coast private equity firm in an asset sale to a large Mid-west private equity firm
• an industry-leading electronics company in the spin-off of a division of its
  business to a Fortune 500 company