THE SITUATION

After operating for more than a decade and raising several rounds of financing, the board, management, and investors of an established technology company felt that the timing was right to pursue an exit. The sale of the business to a strategic buyer would provide new opportunities for business expansion while offering the investors and founders a strong return.  Over the many years RCCB acted as counsel for the company, the firm’s multi-disciplinary team of corporate, licensing, employment, litigation, and real estate attorneys developed knowledge of how the business worked and an appreciation for the objectives of its leadership. When an investment banker was brought in to begin an auction process, RCCB was tasked with providing the strategic analysis, sophisticated counseling and documents, and experienced legal team necessary to execute a merger with a large, international industry leader. 

The Approach

RCCB’s history with the company proved to be crucial as it enabled the attorneys to provide informed support throughout the transaction, including: analyzing competing bids, counseling the company through the letter of intent stage, assisting with due diligence reviews, negotiating the merger agreement, drafting and submitting filings to comply with Hart-Scott-Rodino requirements, and helping coordinate approvals with stockholders and option holders - some of whom RCCB attorneys had gotten to know personally. 

RCCB always understood the company’s need to achieve growth while conserving capital. This was just as important throughout the merger proceedings, and RCCB managed costs through careful staffing and management of deadlines while keeping to a tight transaction timeline.

THE OUTCOME

The deal was completed on time and on budget, despite many intricacies and potential complications.  Difficult discussions regarding indemnification and liabilities threatened to delay or stall the deal, but, because RCCB knew the client’s business well and worked closely with its investment bankers, advisers and management, the team was able to avoid pitfalls.  RCCB also helped the company overcome challenging international structuring aspects by planning a practical approach that eliminated the need for lengthy waiting periods and extensive legal work outside the United States. After the sale was completed, the company’s investors and management were able to celebrate their hard-won goal of a healthy exit, while also bolstering the company for future success.