M&A transaction with Belgian parent company to an company in Hungary with US subsidiary

Background

We were contacted by an in-house attorney of a multi-national company based in Belgium regarding corporate/M&A legal services in the United States. The client provides technology solutions for a variety of applications, including energy storage and testing, automated systems, etc. The attorney located me using the ECOVIS website. She indicated she had previously worked with ECOVIS in Europe, but this was the client’s first experience with an ECOVIS member firm in the United States.

Issue

The client was engaged in an M&A transaction in Belgium whereby the owners of the Belgian parent were selling the company to a Hungary-based company.  Since the target company had a U.S. subsidiary (based in Florida), the client initially needed legal advice on the proper sale/transfer of the U.S. subsidiary.  Then, upon completion of the M&A transaction, under the new ownership, the client sought to obtain a new senior credit facility from a non-U.S. bank. Since a portion of the assets were in the U.S., the client sought our advice on the facility agreement and share pledge agreement, and the delivery of our firm’s legal opinion to the bank regarding the pledge and various corporate matters affecting the U.S. subsidiary. The transactions required legal expertise in cross-board M&A and cross-border lending.

Solution

The Pryor Cashman team consisted of an M&A Partner and M&A Associate, as well as a Banking Partner. As a New York-based law firm, the Pryor Cashman team has extensive experience in cross-border matters (e.g., tax, lending, M&A, licensing, business immigration, real estate, IP). The team conducted its due diligence on the U.S. subsidiary and advised the client on the required procedures, documents and approvals for transfer of the U.S. subsidiary.  Then, the team reviewed the lending documents and provided U.S.-specific remarks/changes, and advised the client on the proper procedures for pledging shares of U.S. company owned by a non-U.S. company and where the secured party is a non-U.S. lender. Pryor Cashman delivered a formal legal opinion to the lender in connection with the transaction.

Currently

Our work concluded in July 2022. We are expecting the client to seek our services once again for any amendments to or refinancing of the loan facility, and for any general legal support for the Florida, U.S. subsidiary (since Pryor Cashman also has a Miami, FL office), such as for employment matters, commercial agreements, trademarks, etc.).