Overview

Delivering strategic legal talent that matches your business momentum

KMK’s entrepreneurial spirit and strategic understanding of business has attracted clients that are acquisitive and aggressive in their business approach. Through our work with these ambitious companies, we have gained a reputation as business savvy corporate transactional lawyers who use strategy and innovation to complete M&As efficiently and cost effectively.

Our firm has represented both sellers and acquirers in transactions with values ranging from a few million dollars to billions of dollars. While KMK has played a key role in many of the region’s most significant M&A transactions, we have also established a national and international presence. Our attorneys fully understand all aspects of both buying and selling businesses throughout the world.

M&As are complex transactions that often involve multiple disciplines—and the highly collaborative nature of our firm allows our clients to benefit from the full breadth of our legal expertise across practice areas. We have a dedicated team of lawyers that regularly provide assistance with the many issues presented in M&A transactions, including due diligence financing and tax structuring.

Our firm has M&A experience in many industries, including chemicals, financial services, information technology, retail, software, telecommunications, utilities and manufacturing.

Our work includes:

  • Acquisition and divestiture transactions, representing both sellers and purchasers
  • Assisting clients in raising funds for both taxable and nontaxable acquisition transactions
  • Handling large and complex M&A transactions, such as tender offers, leveraged buyouts, joint ventures, recapitalizations, proxy contests, and asset and stock sales and purchases
  • Representing domestic businesses expanding globally and working with foreign businesses as they enter the United States
  • Advising on tax ramifications
  • Handling Hart Scott Rodino Act and other regulatory filings

 Below is a representative listing of KMK’s international, domestic and securities deals:

Experience

  • KMK represented Infinity Property and Casualty Corporation in its $1.6 billion merger with Kemper Corporation.  KMK represented Infinity with all legal aspects of the transaction including registration of Kemper's equity securities as a merger consideration with the Securities and Exchange Commission and preparation of the merger proxy materials on behalf of Infinity Property and Casualty Corporation. Sidley Austin LLP served as counsel for Kemper Corporation.
  • KMK represented Multi-Color Corporation in its $1.4 billion acquisition of the Labels Division of Constantia Flexibles, comprised of 23 manufacturing facilities in 14 countries.
  • KMK represented Cintas Corporation in its joint venture with Shred-it International, which combined the second and fourth largest shredding companies in the United States to create the world’s largest document destruction company, with $600 million in combined revenues and operations in 18 countries. KMK represented Cintas in all facets of its joint venture transaction, including M&A, securities, labor, real estate, employee benefits, and environmental.

  • KMK also represented Cintas Corporation in the subsequent sale of its investment in Shred-it International to Stericycle, Inc. for $2.3 billion. .

  • KMK represented Cintas Corporation in its purchase of Zee Medical from McKesson Corporation for approximately $130 million. 

  • KMK represented Multi-Color Corporation in its acquisition of Graphic Packaging International, Inc.’s heat transfer label business for consideration of $80.7 million cash. 

  • KMK represented Multi-Color Corporation in its acquisition of Super Enterprise Holdings Berhad (Super Label) by a tender offer for its publicly traded shares. Super Label was formerly a publicly listed company on the Bursa Malaysia stock exchange and has operations in Malaysia, Indonesia, Philippines, Thailand and China.

  • KMK represented AtriCure in its acquisition of nContact Surgical, Inc. for $100 million closing consideration payable in AtriCure common stock, with up to $150 million in additional consideration possible. KMK represented AtriCure in all facets of the triangular merger transaction, including securities and M&A.

  • KMK represented Divisions, Inc. and its affiliated entities, New FM Acquisition Company, LLC, Divisions Holding Corporation, and Divisions International LLC, in connection with its Stock Purchase Agreement, Investment Agreement, and restructuring of revolving and term loan facilities and in all facets of the transaction, including tax and M&A. Details include $28.8 million payable in cash; investment of $16 million into Divisions by Caltius Partners IV, LP and Caltius Partners Executive IV, LP in exchange for Senior Subordinated Notes; and $21.5 million revolving and term loan facilities. Divisions was successfully recapitalized in a leveraged recapitalization in November 2014 in which KMK represented Divisions.

  • KMK represented Orchard Holdings Group LLC in the acquisition of capital stock of LAI Holdings II Inc. d/b/a The Lucas Group from LAI Holdings I Inc. 

  • KMK represented Orchard Holdings Group LLC in the acquisition of capital stock of Messenger Holding Corp.

  • KMK represented Orchard Holdings Group LLC in the acquisition of the capital stock of Bock & Clark Corporation and the financing related to such acquisition and ongoing operational needs.

Representative Clients

American Financial Group, Inc.

AtriCure, Inc.

Cintas Corporation

Miami Systems

Multi-Color Corporation

Orchard Holdings Group LLC

Specialty Envelope, Inc.

Wallingford Coffee Mills, Inc.

Team

News & Resources

  • 2018 Chambers Leading Firm
  • 2019 US News Best Law Firms
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