Return to Practices
- Title
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Mergers and Acquisitions
- Description
- We are leaders in middle-market M&A because we provide our clients with practical advice and tailored solutions based on current market conditions and our understanding of their businesses.
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Kramer Levin represents buyers and sellers, including financial and strategic acquirers ranging from entrepreneurial startups to large multinationals, in mergers and acquisitions of public and private companies. We focus on the middle market and are exposed to a high volume of M&A deal flow in this market segment, which gives us keen insight into deal terms, conditions and trends.
Operating in small teams of experienced lawyers, we deliver sophisticated services in an efficient manner, enhancing the value proposition for our clients. Our experience representing strategic acquirers includes sustained acquisition programs for BlackRock Inc., Deloitte LLP, Genco Shipping & Trading Ltd., AmTrust Financial Services Inc. and National General Holdings Corp. Our private equity fund clients include Stone Point Capital, Atlantic Street Capital, Argand Partners, Cornell Capital, Paine Schwartz Partners, PIMCO Bravo Strategies PE Funds, York Capital Special Opportunities Fund, Waterfall Sentinel Funds and Sentinel Capital Partners, among others. We have developed deep relationships with these clients, enabling us to fully understand their objectives and preferences and help them achieve their goals effectively and efficiently.
We regularly advise our M&A clients regarding:
- Leveraged buyouts
- Minority and other noncontrolling investments
- Cross-border transactions
- Going-private transactions
- Joint ventures and strategic alliances
- Shareholder activist campaign-related issues
- Contests for control
Our team has extensive experience advising insurers on the use of representations and warranties products. We helped develop these products and have gained market-leading knowledge on their strategic use in M&A transactions.
Our M&A lawyers frequently collaborate with lawyers from other departments within the firm who have developed considerable M&A proficiency within their own disciplines. Our Litigation department, for example, is often called into M&A matters, as the firm regularly represents clients in heated contests for corporate control.
Defining Matters
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Kramer Levin Advises on Onboard Acquisition of Payvus
Kramer Levin represented Onboard Partners LLC, a portfolio company of Stone Point Capital LLC, in connection with Onboard’s acquisition of Aliaswire Inc.’s Payvus small credit card issuing and capital management business. -
Kramer Levin Advises Key Shareholders in Proposed Strategic Merger between Energy Harbor Corp. and Vistra Corp.
Kramer Levin represented our clients, funds managed by Avenue Capital Group (Avenue) and funds advised by Nuveen Asset Management, LLC (Nuveen), in a strategic combination between Vistra Corp. and Energy Harbor Corp announced on March 6, 2023. Upon closing of the transaction, Energy Harbor will merge with and into a newly-formed subsidiary of Vistra, known generally as “Vistra Vision.” Total consideration will consist of $3 billion cash and a 15% equity interest in Vistra Vision. Most Energy Harbor shareholders will receive cash at closing, and the two largest shareholders, Avenue and Nuveen, will receive a combination of cash and the 15% ownership interest. -
Kramer Levin Represents BlackRock in Connection With Strategic Growth Investment in Human Interest
Kramer Levin represented BlackRock, one of the world's preeminent asset management firms and a premier provider of investment management, in connection with BlackRock’s equity investment in Human Interest, a full-service 401(k) provider that seeks to make it easy for small- and medium-sized businesses to help their employees save for retirement. BlackRock’s investment will help Human Interest continue to enhance its technology platform capabilities and mature its operational processes and infrastructure. In addition, BlackRock will share its experience and expertise to help Human Interest fulfill its mission.
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Kramer Levin Advises VICI in Connection With Acquisition of Four Canadian Gaming Properties in Sale Leaseback Transaction With Pure Canadian Gaming Corp.
On Jan. 9, 2023, Kramer Levin client VICI Properties Inc. (VICI) announced that it has acquired the real estate assets of PURE Casino Edmonton in Edmonton, Alberta, PURE Casino Yellowhead in Edmonton, Alberta, PURE Casino Calgary in Calgary, Alberta, and PURE Casino Lethbridge in Lethbridge, Alberta, from PURE Canadian Gaming Corp. for approximately C$271.9 million (US$200.8 million), and the simultaneous entry into a triple-net master lease agreement with PURE covering the PURE portfolio. -
Kramer Levin Represents Francisco Partners in Connection With Strategic Growth Investment in Acoustic, LP
Kramer Levin represented Francisco Partners, a leading global investment firm, in a strategic growth investment in Acoustic, LP, a global marketing and customer experience provider for B2C brands. The deal closed on Oct. 18, 2022. -
Kramer Levin Advises Sentinel Capital Partners in Acquisition of Bandon Holdings
On July 28, 2022, Kramer Levin client Sentinel Capital Partners announced that it has acquired Bandon Holdings, headquartered in Austin, Texas, the largest franchisee in the Anytime Fitness family. Anytime Fitness, headquartered in Woodbury, Minnesota, is the largest fitness company in the United States and the fastest growing gym franchise in the world. Terms of the deal were not disclosed.
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Kramer Levin Advises Sentinel Capital Partners in Sale of Captain D’s
On May 23, 2022, Kramer Levin client Sentinel Capital Partners announced that it has sold portfolio company Captain D’s, a leading seafood quick service restaurant chain. Financial terms of the deal were not disclosed.
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Kramer Levin Advises Atlantic Street Capital in Sale of Advancing Eyecare
On May 9, 2022, Kramer Levin client Atlantic Street Capital announced that it has entered into an agreement to sell Advancing Eyecare, a leading provider of ophthalmic instruments, to Cornell Capital. The transaction is subject to customary closing conditions and is expected to close in the second quarter of 2022.
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Kramer Levin Advises The NPD Group in Acquisition by Hellman & Friedman
On Oct. 19, 2021, Kramer Levin client The NPD Group (NPD), a global market information provider, announced that it has entered into an agreement to be acquired by private equity firm Hellman & Friedman. The deal closed on Dec. 1, 2021. -
Kramer Levin Advises VICI in $17.2 Billion Acquisition of MGM Growth Properties
On April 29, 2022, Kramer Levin client VICI Properties Inc. announced that it acquired MGM Growth Properties for a total consideration of $17.2 billion, adding 15 Class A entertainment resort properties to the VICI portfolio. Simultaneous with the closing of the transaction, VICI entered into an amended and restated triple-net master lease with MGM Resorts for an initial annual rent of $860 million. Upon completion of the merger, VICI had an estimated enterprise value of $45 billion, solidifying VICI’s position as the largest experiential net lease REIT.
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Kramer Levin Advises Waterfall Sentinel Fund in Acquisition of Newcleus LLC
On Aug. 3, 2021, Kramer Levin client Waterfall Sentinel Fund announced that it has acquired a controlling interest in Newcleus LLC, a leading provider of employer-owned life insurance and annuity products (with a core focus on bank and credit union institutions), as well as employee benefit design and analysis, compensation consulting and investment strategies. The deal closed on Aug. 2, 2021. -
Kramer Levin Advises Capstar Special Purpose Acquisition Corp. on $1.3 Billion Combination with Gelesis Inc.
On July 19, 2021, Kramer Levin client Capstar Special Purpose Acquisition Corp. (Capstar), a special purpose acquisition company sponsored by affiliates of Capstar Partners, LLC and certain private funds managed by PIMCO, announced that it had entered into a business combination agreement with Gelesis Inc. (Gelesis), a biotherapeutics company aiming to transform weight management using a proprietary biomimetic superabsorbent hydrogel technology. Upon the closing of the transaction, expected in the fourth quarter of 2021, Gelesis will become a public company listed on the New York Stock Exchange. The transaction values the combined company at an equity value of approximately $1.3 billion and includes a fully committed $100 million PIPE financing. -
Kramer Levin Advises BlackRock in Minority Investment in SpiderRock Advisors
On July 13, 2021, Kramer Levin client BlackRock announced that it has made a minority investment in SpiderRock Advisors, a leading provider of customized options strategies in the U.S. wealth market. The investment is part of a strategic venture between the firms to expand access for wealth firms and financial advisors to professionally managed, options-based separately managed account (SMA) strategies. -
Kramer Levin Advises Stone Point Capital in Sale of Finxera to Priority Technology
On March 8, 2021, Kramer Levin client Stone Point Capital LLC announced the sale of its portfolio company Finxera Holdings Inc. to Priority Technology Holdings Inc., a leading payments technology company.
I think they are great. They have become my go-to outside counsel for a lot of matters, including middle-market M&A transactions. — Client quote, Chambers USA Practice Contacts
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Thomas E. Molner
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- Counsel
- Co-Chair, Equity Capital Markets and Public Companies
- New York
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Ernest S. Wechsler
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- Partner
- Chair, Corporate
- New York
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- David S. Berg
- John Bessonette
- Colin Bumby
- Clayton A. Campos
- Pamela M. Capps
- Thomas E. Constance
- Abbe L. Dienstag
- Ovo Efemini
- Reid Feldman
- Jason A. Fruchter
- Jonathan D. Goodman
- Adi Herman
- Barry Herzog
- Tiancheng (T.C.) Huang
- Allison R. Klausner
- Ilya Kontorovich
- Shari Kahn Krouner
- John Lagrou
- Todd E. Lenson
- J. Michael Mayerfeld
- Thomas E. Molner
- Randal D. Murdock
- Arlene J. Ortiz-Leytte
- Michelle Park
- Antoine Paszkiewicz
- Daniel A. Rabinowitz
- Abraham (Avi) Reshtick
- Jordan M. Rosenbaum
- Scott S. Rosenblum
- Peter G. Smith
- Howard T. Spilko
- Eitan Tabak
- Ernest S. Wechsler
- Christian E. Witzke
- Nathan E. Wolfe
- Eleni Zanias
- Daniel F. Zimmerman
Recognition
- Year
- 2009 – 2024
- Name
- Legal 500 US
- Description
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Recognized for M&A: Middle-Market and Private Equity Buyouts
- Year
- 2006 – 2024
- Name
- Chambers USA
- Description
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Recognized for Corporate M&A; Highly Regarded (2023-2024)
- Year
- 2010 – 2018, 2022 – 2025
- Name
- U.S. News & World Report and Best Lawyers’ Best Law Firms
- Description
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Ranked in Top Tier for Corporate Law (New York)
- Year
- 2010 – 2022
- Name
- U.S. News & World Report and Best Lawyers’ Best Law Firms
- Description
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New York (Tier 1 – 2019 – 2021), National
Leveraged Buyouts and Private Equity Law (2022)
- Year
- 2020, 2021
- Name
- IFLR 1000
- Description
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Leading New York M&A Practice
- Year
- 2021
- Name
- Décideurs
- Description
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Recognized for Mergers and Acquisitions
- Year
- 2021
- Name
- IFLR Middle East
- Description
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M&A Deal of the Year for the merger of United Arab Chemical Carriers and United Overseas Group
- Year
- 2021
- Name
- BTI 2021 M&A Standout
- Year
- 2019
- Name
- M&A Advisor Awards
- Description
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Technology Deal of the Year (over $1B): Acquisition of eFront by BlackRock; Restructuring Deal of the Year (over $1B): Restructuring of COFINA; Equity Financing of the Year: Majority recapitalization of SchoolAdmin by Quad Partners
- Year
- 2019
- Name
- Global M&A Network’s Americas M&A Atlas Awards
- Description
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Financial Services M&A Deal of the Year – for Lee Equity Partners acquisition of K2 Insurance Services
- Year
- 2019
- Name
- Global M&A Network’s Americas M&A Atlas Awards
- Description
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Corporate Deal of the Year – BlackRock acquisition of eFront
- Year
- 2019
- Name
- Global M&A Network’s Americas M&A Atlas Awards
- Description
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USA M&A Law Firm of the Year
- Year
- 2019
- Name
- The Deal
- Description
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2nd Annual Top 50 Private Equity Lawyers
- Year
- 2018
- Name
- Global M&A Network’s M&A Atlas Awards
- Description
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Received Americas Fintech M&A Deal for Stone Point Capital acquisition of Mitchell International from KKR and Elliott Management
- Year
- 2018
- Name
- Global M&A Network’s M&A Atlas Awards
- Description
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Firm Award – Financial M&A Law Firm of the Year
- Year
- 2011 – 2018, 2024 – 2025
- Name
- Chambers and Partners' Chambers Global
- Description
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Recognized for Corporate M&A (2011 – 2018); Corporate Crime & Investigations (2024 – 2025)
- Year
- 2017
- Name
- M&A Advisor Awards
- Description
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Private Equity Deal of the Year (over $1 billion)
- Year
- 2016
- Name
- Global M&A Network’s Turnaround Atlas Awards
- Description
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Special Situation M&A Deal of the Year Award for the Representation of the Official Committee of Unsecured Creditors in Patriot Coal and Sale of Assets
- Year
- 2010
- Name
- M&A Advisor’s Turnaround Awards
- Description
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Distressed M&A Deal of the Year Award (>$100mm)
- Year
- 2010
- Name
- M&A Advisor’s Turnaround Awards
- Description
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Business Services Sector Deal of the Year Award
- Year
- 2016
- Name
- Corporate Livewire International M&A Awards
- Description
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Named the TMT M&A Law Firm of the Year
- Year
- 2016
- Name
- Corporate Livewire Global Awards
- Description
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Received the Global Award for Domestic M&A
- Year
- 2014
- Name
- Global M&A Network’s M&A Atlas Awards
- Description
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Received Financial Services Deal of the Year Award for Stone Point Acquisition of LTCG Holdings Corp.
- Year
- 2013
- Name
- ACG/M&A Advisor New York Champion Awards
- Description
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Received the Consumer and Retail Products Deal of the Year Award (Up to $200mm) for APCO’s Acquisition of GWC Warranty Corp.
- Year
- 2013
- Name
- Global M&A Network’s Atlas Awards
- Description
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Received the USA M&A Deal of the Year Award (Small Mid-Markets) for Automobile Protection Corporation’s Acquisition of GWC Warranty
- Year
- 2013
- Name
- Global M&A Network’s Atlas Awards
- Description
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Received the USA M&A Deal of the Year Award (Large Markets) for Ocwen Financial’s Acquisition of Homeward Residential from WL Ross & Co.
- Year
- 2011
- Name
- M&A Advisor’s International M&A Awards
- Description
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Received the M&A Deal of the Year Award ($50mm-$100mm) for Pangea3’s Acquisition by Thomson Reuters
- Year
- 2011
- Name
- M&A Advisor’s International M&A Awards
- Description
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Received the Financial Services Sector Transaction of the Year Award for AIG’s Divestiture of Consumer Finance Businesses in Argentina
- Year
- 2010-2014
- Name
- Legal 500 US
- Description
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Ranked in Top Tier for M&A Middle Market
- Year
- 2009
- Name
- M&A Advisor’s Global M&A Awards
- Description
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Industrial Manufacturing/ Distribution Deal of the Year Award for General Maritime Corp.’s Acquisition of Arlington Tankers
- Year
- 2008
- Name
- M&A Advisor’s Middle-Market M&A Awards
- Description
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Received the Sector Deal: Media, Entertainment or Telecom Award for Representing Cyberview Technology Inc. in Its Acquisition by International Game Technology
- Year
- 2016
- Name
- M&A Advisor’s M&A Atlas Awards
- Description
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Received the Corporate and Strategic Deal of the Year Award ($100mm-$250mm) for BlackRock’s Acquisition of FutureAdvisor
- Year
- 2009
- Name
- M&A Advisor’s Awards
- Description
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Received the U.S. Middle-Market Financing Award for Real Estate for the Formation of Private National Mortgage Acceptance Company, LLC
- Year
- 2016
- Name
- Global M&A Network’s M&A Atlas Awards
- Description
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Received Private Equity Deal of the Year Award for Representation of BlackRock in Its Acquisition of FutureAdvisor
- Year
- 2016
- Name
- Global M&A Network’s M&A Atlas Awards
- Description
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Received U.S.A. Private Equity Deal of the Year Award for Representation of Stone Point Capital in Its Acquisition of NFP Advisor Services (Kestra Financial)
- Year
- 2015
- Name
- Global M&A Network’s M&A Atlas Awards
- Description
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Received the North America Private Equity Deal of the Year Award (Middle Markets) for the Representation of Stone Point Capital in Its Acquisition of Oasis Outsourcing
- Year
- 2015
- Name
- Global M&A Network’s M&A Atlas Awards
- Description
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Received the North America Deal of the Year Award (Small Markets) for the Representation of SJ Partners in Its Sale of Spectrio LLC
- Year
- 2015
- Name
- CPA & ESQ Awards
- Description
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Named Law Firm of the Year
- Year
- 2013
- Name
- ACQ Global Awards
- Description
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Named New York Corporate Law Firm of the Year
- Year
- 2013
- Name
- Corporate INTL Magazine
- Description
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Named New York Business Law Firm of the Year
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