Think (and Move) Fast!
A manufacturing client of Quarles & Brady needed a $350 million revolving credit facility and wanted to issue an additional $150 million in high-yield bonds. Completing the work would require coordinating with attorneys in six states, plus Nova Scotia, Ontario, and Switzerland. Here's the catch: our client needed to complete both transactions in less than 30 days. Attorneys involved in the case worked independently to craft and approve the transactions while negotiating between the parties to achieve consensus and build the necessary documents to complete the job. Both transactions were finalized before the deadline, and the team was able to take advantage of fleeting market and interest-rate conditions that made the whole plan possible.
Putting the Puzzle Together While the Pieces Change
Quarles & Brady was working on two major deals for a bank seeking to structure syndicated loans totaling $100 million to a nationwide network of assisted care facilities. One transaction involved the refinancing of an existing facility for a borrower; 73 of its subsidiaries guaranteed the debt and used both personal property and 20 parcels of real estate in five states as collateral. The second transaction involved secured loans to the same borrower (but with a different set of 70-plus guarantors and a different collateral package) to provide additional financing to supplement existing Federal Housing Administration (FHA) loans to the borrower, guaranteed by the Department of Housing and Urban Development (HUD). Shortly before the closing of the first transaction, Medicare/Medicaid changed its rules for reimbursement—and the borrower’s financial condition was significantly damaged.
Our attorneys assisted our health care borrower client within the tight deadline while representing the needs of our bank client and successfully navigating the transactional and government obstacles to complete the work.
MillerCoors Joint Venture and Subsequent Acquisitions
Quarles & Brady has worked with the Miller Brewing Company for more than a decade and completed the company's sale to South African Breweries (SAB) in 2002, resulting in the formation of SABMiller plc. Our team then served as lead counsel in the merging of the Miller Brewing Company and Coors Brewing Company in 2007, which resulted in the formation of MillerCoors. The deal, which helped transform the brewing industry in the United States, included assisting the client in negotiating the joint venture agreement and ancillary agreements, drafting disclosure documentation, advising the client with respect to various corporate governance policies, assisting in transition planning, and advising with respect to various regulatory matters.
Manitowoc Disposition of its Marine Division
Many people recognize that The Manitowoc Company is a worldwide leader in manufacturing construction cranes, and some may know that they also serve the foodservice industry. But, fewer recall that the company began its existence, more than a century ago, as a shipbuilder. In 2008, the publicly traded company decided to divest itself of its shipbuilding operations and sell that sector of its business to the Italian Fincantieri Marine Group, and they did so with our assistance. The deal included not only the usual aspects of business deals—establishing the sale price, making clear representations of the assets and liabilities, defining the warranties, etc.—but included addressing the interests of the U.S. government. Our client's Marine Division had a longstanding relationship building military vessels for the U.S. Navy and Coast Guard. As a result, there was an added layer of complexity in obtaining governmental approvals for the deal, including from the Committee on Foreign Investment in the United States (CFIUS), which is part of the U.S. Treasury Department. Manitowoc’s diversified business model added complexity to the sale, making it extremely important for us to understand exactly how our client’s Marine Division was intertwined with the rest of the company’s operations and how to extricate it from the rest of the business without creating problems for the ongoing concern. The deal entailed months of careful negotiations, but we still closed it in a timely fashion, for $120 million.
Offering fairly unique experience in a fast-growing industry, Quarles & Brady facilitated Meriter’s entry into a broader health care system by helping identify the best suitor, performing due diligence, negotiating the entire transaction (including the forging of integration plans), assisting with the multitudinous regulatory requirements, and otherwise paving the way for a smooth incorporation into the parent system.
Selling the Cake and Eating It Too
Quarles & Brady represented a company engaged in an auction, which sought a buyer for the entire organization rather than its separate assets. Nevertheless, the most likely high-bidder told the client that there was a part of the existing business in which they were not interested. At the time, the economy was weakening and both we and our client realized it, so fast action was needed to salvage the deal. In order to secure a path to the best price for the company, we helped the client carve out and spin off the unwanted business unit, preserving as much of its individual value as possible without diluting any of the value of the remaining business. As a result, the company sold for a healthy $125 million. Meanwhile, the remaining business unit attained independent viability, so our client held on to it and has since then built it into a separate success of its own.
During one of Quarles & Brady’s early IPO transactions, the market crashed in the midst of the deal, so the IPO was put on hold for several months and limped along while the economy regained its footing, allowing us to complete the transaction about a year later. All along the way, the company continued to acquire and divest itself of various assets, so the parameters of the IPO continued to change from month to month until the actual public offering. We were effectively conducting a serial IPO with the same company, whose description continued to change repeatedly, but we managed to keep the deal alive until it could finally be completed.
Quarles & Brady worked with a software company client that went through seven CEOs, went through multiple rounds of private financing, went public, and then was bought out by a private group, which turned around and sold it to another private group. We helped the company through each transaction, often acting as the keeper of institutional knowledge while the leadership changed.
They Grow Up So Fast!
When Quarles & Brady began working with a particular client almost 30 years ago, the client boasted a bit less than $100 million in annual sales, but today it is a $2 billion-plus international manufacturing powerhouse. We helped take the company public, continued the relationship through some early lean years, facilitated multiple acquisitions, guided it through several securities offerings and shelf registrations, and even assisted in a transition from one general counsel to the next. We have been serving the client longer than the current board of directors and executive team. We're a keeper of institutional knowledge and corporate history and a deeply trusted advisor, as well as being very proud of our long association with the company.
Of Course It Can Be Done
One of our financial institution clients was once a mutually held concern, owned by its depositors, but wanted to become a shareholder-owned institution. And it wanted to do that while simultaneously acquiring another publicly held institution—something that had never been done before. There wasn’t much or any documentation to work from on such a transaction, but our team figured out how to get it done. Along with a lot of creative thinking and persuasion of relevant regulators, the deal required a simultaneous stock conversion, acquisition, two proxy solicitations, numerous regulatory applications, and an offering of shares in the new organization, but our team got the job done with a minimum of delay and disruption. In fact, the process went so smoothly that it has been imitated by others, and recommended as an example by regulators since.
How to Grow a Law Firm
In 2008, there was a global economic adjustment of historic proportion. While the Great Recession played havoc across all business sectors, in the legal industry it fundamentally changed tenets of client acquisition and retention that had been around for centuries—as a result, many law firms downsized, others de-equitized partners, and still others just went out of business. During that same time, Quarles & Brady opened two offices and scooped up multiple key lateral partners, who have bolstered the firm’s practice offerings and capabilities.
Quarles & Brady defined firm strategic imperatives for growth and drove them through to implementation: adding the right resources to help Quarles mature as a multifaceted firm, including the development of local, regional, and national practices; recruiting laterals in differentiated areas of law; letting the availability of the right talent and the right opportunities dictate potential new office locations; holding tight to the firm’s middle-market wheelhouse; and paying extremely close attention to cultural fit. It was never about selecting a location where the firm would like to operate and opening an office there. The result was improved service capabilities, in areas of strong and/or growing market demand, with the right talent to make Quarles competitive with the biggest firms in the world, able to serve clients in any location. That’s how you capitalize on an economic downturn and reposition your organization for growth and success in a new landscape.
Culture Change, Essential and Terrifying
Quarles & Brady has no interest in quick fixes or short-term gains; the firm is piloting a business that’s built to last. Quarles has been around since 1892 and intends to be going strong in 2092 and beyond. That, of course, necessitates constant change management and a culture that accommodates it. In terms of the legal industry, cultural change means embracing a “one firm, long hallway” culture—treating clients as firm clients, not partner clients, in order to serve all client needs. It also means operating in a fully competitive industry environment, where you’re only as valuable as your latest performance, where impeccable legal representation is only the prerequisite, where efficiency is just as important as productivity, and where knowing your client and providing business-aware counsel are at least as important as knowing your area of law.
As with all endeavors involving human beings, change requires hard discussions, strong interpersonal relationship skills, frequent dialog, a tenacious commitment to align internal and external values, and a sincere willingness to give up comforts and familiarities of your own as well. Quarles & Brady recognizes that the evolution is not complete, but the progress is profound, and the momentum is unstoppable.
Taking Care of Business, Every Day
It makes sense that a corporate services attorney would have a business mindset, but Fred’s business chops go back a lot further than his J.D. — he grew up in a family-owned business, so he has known the joys and challenges of capitalism and free enterprise, in many aspects still new to the legal industry, since he was a child. Concepts like alternative fee arrangements, project management and process efficiency, pricing transparency, internal and external communications, training and retraining, research & development, reliance on hard data, and so forth are engrained habits and protocols in Fred, not new vistas, not new skills sets demanded by the times. A lot of law firms lament having to live in the same competitive environment as their clients do, and having clients demand value and investment in their matters; for Fred, it’s about time.
E Pluribus Unum Goes for the Bank, Not Just the Currency
Quarles & Brady represented a national banking association in documenting a $25 million commercial line of credit to a Real Estate Investment Trust, which was secured by and had a borrowing base based upon nine commercial parcels of real estate located in six states, with each parcel leased to a single, nationally recognized tenant.
No Deal Too Large or International
Quarles & Brady represented an agent bank in a club deal involving multiple facilities totaling $100 million in the aggregate to a parent company and its domestic and foreign subsidiaries involving collateral and operations located in the United States, Canada, and Mexico.
Reclassification Plan Benefits Client and Its Shareholders
Our client, a comparatively small but highly successful and much-beloved sport venue—in an extremely competitive industry—had enjoyed a growing level of stock ownership by the aficionados of the industry for many years. However, with its tangible assets appreciating in value over the years and stock ownership expanding, it was becoming increasingly difficult to avoid the requirements of SEC registration, an onerous and expensive process that would add significant expense and competitive disadvantage, thus threatening the stability of the organization. Further, because the shareholders had always been significantly enfranchised, they felt a personal sense of ownership that precluded changes that would affect their status as shareholders.
Mechanically, the simplest way to avoid SEC registration might have been to effect a reverse stock split, which would have been unacceptable to the client due to the cost and the resulting disenfranchising of many loyal shareholders. Therefore, our solution was to create two classes of stock and keep the number of shareholders of each class below 500. However, the challenge was to sustain the shareholders’ perceived ownership value of the new shares. Our team therefore worked with the board of directors to develop a recapitalization plan with two classes of stock with distinct differences, but with each class having sufficient rights to satisfy owners. The plan also included protections to inhibit either class from exceeding the limit on the number of shareholders, which would lead to SEC registration. We helped develop an informational campaign, first bringing on board concerned directors and then educating shareholders on the need for the change through a plain-English proxy statement and informational meetings to answer questions in an understandable manner. Ultimately, the recapitalization passed with overwhelming shareholder support, the client was spared the cost and disruption of SEC registration, and everyone got back to the serious business of enjoying the venue's activities and events.
Helping a Client through Its Successful IPO
Our client, a global manufacturer, was owned by a large private equity firm. That PE firm decided the client should undertake an initial public offering of its shares as part of the PE firm's exit strategy. While the PE firm owner directed that our client use the owner's New York counsel as lead for the IPO transaction, our regular interaction with and deep knowledge of the client led it to involve the Quarles & Brady team to help assure that the client's interests (and not just the owner's) were being zealously represented. We worked with our client's management team well in advance of the offering to help the client think and plan through governance, compensation, structural, and other matters to be addressed prior to and during an offering, to educate the client both on the IPO process and the compliance requirements going forward, and to develop practical and effective compliance strategies.
When the PE firm owner decided to launch the offering in earnest (on very short notice), our client was well prepared to address the many needs of the transaction and transition. The Quarles & Brady team was an integral part of the offering, working collaboratively with the client, the owners, the underwriters, and NYC and underwriters' counsel to achieve a successful IPO. That offering raised about $500 million for the client and set the stage for several subsequent follow-on offerings that have raised additional capital for the client and reduced the PE firm's stake to below 20 percent.