Overview

Novack Burnbaum Crystal is experienced in negotiating and completing transactions involving all aspects of buying, selling, and combining businesses and companies. NBC represents clients who are active in the M&A markets as well as those who do transactions sporadically. As a result, NBC has been involved in highly sophisticated and complex transactions with enterprise valuations in the many hundreds of millions of dollars, as well as singular strategic transactions, some much smaller in size. Our active and past M&A transactions include leveraged buyouts, going-private transactions, stock and asset acquisitions and divestitures, cross-border M&A, joint ventures, recapitalizations, spin-offs and carve-outs, and restructurings.

 

We have represented a broad and diverse sector group, including energy, healthcare, outdoor media and advertising, financial services, domestic and international government contracting, securities, transportation, telecommunications, manufacturing, software and technology, retail, leasing, commercial and residential real estate and development, hospitality, and brewing. We regularly represent clients in joint ventures from the planning stages through implementation, creating effective, practical structures to achieve optimum results.

Recent Matters

  • Represented Life Choice Hospice, one of the nation’s largest hospice companies, in its:

    • roll-up with Trident Healthcare in a transaction valued at approximately $800 million.
    • purchase of the 11-state SolAmor Hospice spin-off in conjunction with the acquisition of Sun Healthcare by Genesis Healthcare.
    • acquisitions of sizeable hospice companies in Pennsylvania, Massachusetts, and New Jersey.
    • initial private equity raise, all subsequent secondary raises, and a GE $65 million credit facility.
  • Has acted as outside general counsel to Life Choice Hospice in connection with a variety of matters, including general corporate counseling and compliance, employment, and regulatory issues:

    • roll-up of the hospice holding company equity interest of the Trident Compassus Hospice in combination.
  • Represents National Home Care Holdings, LLC (Millenium Home Health) in its:

    • purchase of the stock of Recovery Home Health in one of the larger recent home health transactions in Florida.
    • acquisitions of other home health agencies in Pennsylvania and Delaware.
    • initial private equity raise.
    • current ABL financing facility.
  • Represents Prestige-Madison-Northpoint Healthcare in its:

    • purchase of the Medilodge 15 skilled nursing facilities in Michigan in a REIT-financed transaction.
    • purchase of operations of 33 healthcare facilities in Michigan and Ohio acquired from Extendicare.
    • acquisition of real estate and operations of various skilled nursing portfolio properties in both REIT and non-REIT transactions in Pennsylvania, Massachusetts, North Carolina, Michigan, Kentucky, Wisconsin, Ohio, Indiana, and Tennessee.
    • formation and documentation of Gencare, a group purchasing organization.
    • financing of a rehabilitation services company.
  • Represents the prominent real estate investment firm Cammeby’s International and the Schron family and their various affiliated entities:

    • as transaction counsel in a $940 million and $120 million CMBS tiered debt financings involving 186 properties.
    • as the option seller of one of the largest portfolio of skilled nursing and other care facilities in the United States, in a complex and multifaceted transaction.
    • as the finance and investment partners for a portfolio of real estate underlying a group of 35 facilities located in Texas and Pennsylvania.
    • as transactional counsel in connection with a complex civil dispute concerning the control of one of the nation’s largest healthcare real estate, long-term care, and ancillary companies.
    • as finance counsel in connection with HUD and conventional refinancing totaling  several hundred million dollars.
    • as transaction counsel in a $128 million bridge to HUD financing.
    • as transaction counsel in the divestiture of properties in several states.
  • Represents Absolut Facilities and affiliates, a provider of skilled nursing services in a portfolio of homes in New York State, with respect to various acquisitions in New York and other states.

  • Acts as outside general counsel to Absolut in connection with a variety of matters, including general corporate counseling and compliance, employment, and regulatory issues.

  • Represented the private equity investment group purchaser of Mobilex USA from the Integrated Health Services, Inc. bankruptcy proceeding. Once acquired, represented Mobilex USA in its:

    • purchase of various ancillary service providers, including diagnostic and portable X-rays, ultrasound, and labs.
    • reorganization and sale to private equity groups Audax and Frazier Healthcare in a transaction valued at $150 million.
  • Represents various owners of long-term healthcare and assisted living facilities in New York, New Jersey, Pennsylvania, Florida, Massachusetts, Kentucky, Indiana, Ohio, Michigan, Nevada, Texas, Nebraska and Washington D.C. handling acquisitions, divestitures, and various real estate and asset-based financings, including REIT and HUD-insured financings.

  • Represented the investors in the purchase and tax-driven divestiture of 11 long-term healthcare facilities from the most prominent healthcare owners in Cleveland, including the negotiation of a multi-tiered debt structure (purchase price more than $150 million).

  • Represents the MUSA Holdco, LLC family of companies, including Quasar Energy Systems, LLC, and Merlin Power Systems, LLC, all engaged in the power management systems and fuel cell businesses, with respect to their:

    • initial and subsequent private offering capital raises.
    • negotiation of licensing and royalty agreements for various worldwide manufacturing and distribution rights for fuel cells and power systems.
    • acquisition of strategic stock interests in WATT Fuel Cell Corp. and Merlin Equipment Limited (UK).
  • Acts as outside general counsel to MUSA and its subsidiaries in connection with a variety of matters, including general corporate counseling, securities acquisitions, and government and private contracts.

  • Represents Mid-America Renewal Fuels, Inc., an ethanol company, in connection with various prospective acquisitions and as outside general counsel to the company.

  • Represented numerous public companies in connection with acquisitions ranging from hundreds of millions of dollars to over three billion dollars, with considerable interaction with the Securities and Exchange Commission and involvement in tax and accounting issues.

  • Represented an international insurance company in the sale of its U.S. auto & home insurance business for approximately $2.15 billion. The sale involved a complex combination of stock and reinsurance transactions.

  • Represented a global financial services, media, and corporate information company in connection with its $175 million acquisition of a strategic financial information company, in a cash and stock transaction.

  • Represented a physician services company in its bankruptcy sale of its oncology testing laboratories to a global biotechnology company for $215 million.

  • Represented a manufacturer, distributor, and marketer of tobacco products in connection with its recapitalization transactions and ongoing ’34 Act filings.

  • Represented a global mining company in connection with the proposed investment by a Chinese company for $19.5 billion.

  • Represented a British multinational engineering and information technology company in its $650 million sale of its metering business.

  • Represented the largest bank in Serbia in connection with its EUR300 million sale to an international bank based in Italy.

  • Represented an international insurance company in the sale of its Tokyo-based life insurance company.