Attorney Michael Rozmajzl is an experienced designer and negotiator of M&A deals from structuring term sheets through drafting and execution of definitive agreements. In addition, through strategic relationships with trusted third-party professional organizations, the blue. Business & Law service model conducts business valuations and compiles financial projections for both buy-side and sell-side clients. 

Legal Services. From both the buy-side and sell-side, M&A Services provides experienced business and legal advisory at every step of a merger, acquisition, sale, spin-out or joint venture. Whether you are purchasing a business or preparing your company for sale, introducing M&A Services early into the process maximizes transaction efficiency, improves valuations, and mitigates risk exposure. 

M&A Services helps sell-side clients maximize valuations and prepare for a prospective acquisition by conducting a thorough review of business contracts, corporate governance, and regulatory compliance. M&A Services also manages the due diligence process and negotiates strategic deal terms while management continues to run its business. 

M&A Services assists buy-side clients by conducting pre-acquisition due diligence, material contract summary and analysis using contract management software, and post-closing business integration services. 

M&A Services can benefit both buy-side and sell-side through properly structuring tax-free merger (I.R.C. §368), avoiding hidden tax penalties in golden parachutes (I.R.C. §280(g)) and deferred compensation(I.R.C. §409(a)), facilitating transition service agreements, and preserving the value of representations and warranties through enforceable indemnifications with damage limitations coupled with representation and warranty insurance coverage.

blue. Business & Law Service Model. The blue. Business & Law service model, through strategic relationships with trusted third-party professional service companies, partners with clients in all pertinent aspects of a merger or acquisition including procurement of acquisition financing, compilation of financial statements and projections, streamlining of operations for cost containment, stress test on projections for reliability, contract management, and shareholder governance.

• Sale of closely held waste management company to publicly held company with earn-out and transition service agreements for management ($10 MM transaction value)
• Sale of the international medical device manufacturer to private equity group with earn-out ($160 MM transaction value)
• Acquisition of German manufacturer and Swiss patent-holding company including license back provision for contract manufacturing through equity deal ($20 MM transaction value);
• Leveraged reorganization of corporation involving shareholder redemption ($15 MM transaction value)
• Subsidiary spin-off involving the acquisition of tissue bank followed by convertible preferred stock offering and private equity fund investment ($25 MM in injected capital)
• Acquisition through U.S. Bankruptcy Code 363 “stalking horse” auction; lead counsel in a successful bid against public company counterparts.
• Leveraged buy-out of medical device company involving technology transfer, restrictive covenant, and earn-out ($35 MM transaction value)
• Sale of manufacturing subsidiary to publicly held company ($3.5 MM transaction value)
• Roll-up of closely held medical companies through leveraged buy-out involving Delaware Series LLC acquisition vehicle.
• Structured installment sale of orthopaedic implant company through reverse merger and earn-out provision ($22 MM transaction value)

•  Preparation of executive summary and business valuation. Executive summaries must be able to attract a buyer in two pages or less, comprised of a concise description of business history, opportunities, technology offering, problems served, market comps, projections, historical financials, etc. Proper valuation requires an understanding of valuation methods (intrinsic vs. organic valuation) and buyer status (financial vs. strategic).
•  Pre-sale review and restructuring. Preparing a company for sale helps maximize corporate valuation by identifying and resolving weaknesses that can result in deal re-pricing or buyer walk-aways. These break points are often found in corporate governance (e.g. shareholder resolutions and state filings), shareholder records (e.g. cap charts and securities filings), and change-of-control provisions hidden inside of ordinary contracts.
• Due Diligence management for a prompt close. Due diligence is time-consuming and managing the process often delays a closing or impedes running the day-to-day business. Prolonged due diligence negatively affects both the buyer and seller. 

Contract negotiation and structuring to maximize valuation and improve cash compensation. Negotiating a fair purchase price is half the battle. Purchase price adjustments through earn-outs and representation and warranty indemnification provisions can impact the realized sales price. When properly drafted, earn-out and indemnification provisions help ensure a fair purchase price.