Mergers & Acquisitions
RC Law has established itself as a leader in mergers and acquisitions in Florida, recognized by Chambers USA in the category “Corporate, M&A and Private Equity” since 2023. We are the only boutique firm ranked amongst 15 national and international firms in this prestigious directory.
Our Mergers & Acquisitions practice focuses on domestic and cross-border transactions, including mergers, stock and asset purchases, leveraged buyouts, joint ventures, private equity, and corporate reorganizations. Our team of diverse attorneys is well-equipped to handle the challenges and nuances of cross-border transactions, leveraging their experience, knowledge of different jurisdictions, and commitment to innovation and teamwork.
With decades of combined experience, we advise clients on mergers and acquisitions across the United States, including states like New York, Florida, California, Texas, North Carolina, Colorado, and Delaware. Our expertise extends to cross-border deals in North America, Latin America, and Europe.
We have particular expertise in joint ventures, especially those involving U.S. and non-U.S. partners cooperating in a U.S. enterprise. We have demonstrated our strength in this area by authoring the U.S. chapter of the “Guide on Shareholders’ Agreements” (2018) upon the invitation of the International Bar Association.
RC Law provides comprehensive transactional advisory services to its clients, from the early stages of setting up an acquisition vehicle, through tax structuring and due diligence, to drafting, negotiating, and closing the deal. We also guide clients through the implementation of post-closing integration actions.
In today’s globalized economy, the demand for cross-border mergers and acquisitions has heightened substantially. Companies seeking to acquire or merge with other companies require experienced lawyers who understand the diverse business cultural landscapes.
Contact Attorney
Xavier Ruiz
Partner
Corporate / M&A / Finance
Contact info
Phone: +1 917-622-2005 / +1 786-598-8007
Email: xavier.ruiz@rclawus.com
Mergers & Acquisitions - Representative Transactions
RC LAW ADVISED INSUD PHARMA IN THE ACQUISITION OF AGILE THERAPEUTICS, A NASDAQ LISTED COMPANY
RC Law advised Insud Pharma, a global pharmaceutical group based in Spain, on its acquisition of Agile Therapeutics, Inc. (OTCOB, AGRX) through the merger of the target company with one of the client’s US subsidiaries, as reported by Nasdaq on August 26, 2024.
RC LAW ADVISED MEDIKTOR IN THE ACQUISITION OF SENSELY
RC Law advised Teckel Medical S.L. (known as Mediktor) on the acquisition of Sensely, a California-based digital healthcare provider. Mediktor is a leading digital healthcare provider and as a result of the merger, one of the largest global AI-based solution providers in the healthcare ecosystem has been created.
RC LAW ADVISED CECOP USA ON THE ACQUISITION OF PEARLMAN BUYING GROUP
RC Law represented CECOP USA, as purchaser, in the acquisition of 100% of the membership interests in Pearlman Buying Group LLC, a Delaware optical buying group with headquarters in Connecticut. CECOP is a leading global association of independent opticians and optometrists delivering operational management, training, and strategic solutions to 8,000 members and over 150 brand partners across Spain, Portugal, Italy, England, France, Ireland, Brazil, Colombia, Mexico and the U.S. The acquisition signifies a pivotal moment for CECOP USA as it expands its footprint in the U.S. market.
RC LAW ACTED AS SELLERS’ COUNSEL ON THE SALE OF THE U.S. SUBSIDIARY OF SPANISH INDUSTRIAL GROUP KCE TO AN ASIAN PRIVATE EQUITY FIRM
RC Law represented Basque group KCE, S.L.U., as seller, on the sale of its interests in CTL Packaging USA, Inc., a North Carolina corporation, to ShawKwei & Partners, a Singapore/Hong-Kong private equity industrial investor. The transaction was structured through a cash merger and included representations & warranties insurance financed by both parties equally. CTL Packaging USA, Inc. is a company dedicated to the development and manufacturing of flexible tube packaging solutions for different sectors such as cosmetics, pharmaceuticals, oral care and food.
RC LAW ADVISES ON MULTIPLE ASSETS ACQUISITION OF AMAZON SUPPLIERS
RC Law advised a client on multiple asset acquisitions of Amazon suppliers and conducted related due diligence on different classes of assets. The transaction entailed several Asset Purchase Agreements, Bills of Sale, Intellectual Property Assignment Agreements, and Independent Contractor Agreements.
RC LAW ADVISES ON THE SALE OF GREENVIEW HOTEL IN MIAMI BEACH, FLORIDA
RC Law acted as counsel to Greenview Hotel in its sale of the 45-key Greenview Hotel, a boutique hotel located in the Art Deco District of Miami Beach, Florida. The purchaser is an entity tied to investor Steven Oved.
RC LAW ADVISES GRUPO AZVI ON THE ACQUISITION OF TWO TEXAS INFRASTRUCTURE COMPANIES
RC Law acted as buyer’s counsel for Azvi S.A.U. of Spain, on the acquisition of a combined 80% equity interest in two companies based in Texas, U.S. The target companies are contractors in the transportation industry with the Texas Department of Transportation being one of their principal clients. Spain’s COFIDES provided acquisition financing to Azvi. Sellers’ counsel was Haynes & Boone, Houston’s office.
RC LAW ADVISES ON THE SALE OF THE ICONIC STANDARD LIDO SPA HOTEL IN MIAMI BEACH, FLORIDA
RC Law acted as counsel to Ferrado Lido LLC, an affiliate of Ferrado Properties, on the sale of the 100-room, beachfront hotel Standard Lido Spa in Miami Beach, Florida. The hotel with 83,978 square feet was first opened in 1953 and is one of the iconic hotels in South Beach. The purchaser was JAWS Estates Capital, the family office of Barry Sternlicht, the founder and former President of the Starwood Hotels and the current President and CEO of Starwood Capital Group and Starwood Property Trust. The transaction was structured as an asset deal. Purchaser was advised by Denton’s Miami and Phoenix offices.
RC LAW ACTED AS U.S. COUNSEL TO CORPORACION FINANCIERA ALBA IN THE ACQUISITION OF A MINORITY INTEREST IN PROFAND
RC Law acted as U.S. counsel to Corporacion Financiera Alba in the acquisition of 23.71% of Profand’s equity for a purchase price of €100,000,000, through a combination of an equity purchase and an equity investment. Corporacion Financiera Alba is an investment company which is listed in Spain. Profand is a Spanish fishing industry leader.
RC LAW ADVISED ON THE SALE OF THE ICONIC LAGUNA RIVIERA RESORT IN LAGUNA BEACH, CALIFORNIA
RC Law acted as seller’s counsel on the sale of the historic beachfront Laguna Riviera Beach Resort, located in Laguna Beach, California to Soul Community Planet hotel group. The Laguna Riviera Beach Resort first opened in 1948 and it is the first acquisition in California of the Oregon-based hospitality group. The transaction was structured as an asset deal. The buyer was represented by Greenberg Traurig’s San Francisco office.
RC LAW ADVISED SPRADLING INTERNATIONAL IN THE ACQUISITION OF CMI ENTERPRISES’ ASSETS.
RC Law advised Spradling International, a leading supplier of vinyl products, in the acquisition of the business of CMI Enterprises through an asset transaction (including real estate assets), pursuant to a bidding process. Spradling, an Alabama-based company, is an affiliate of Colombian Proquinal Group and has four offices in the United States as well as in Germany, Spain, Ecuador and Venezuela. CMI Enterprises has manufacturing facilities in Indiana and in North Carolina. The Seller was counseled by Berger Singerman Miami office.
RC LAW ADVISES SPANISH COMPANY GRIT ON THE ACQUISITION OF A MAJORITY INTEREST IN SUMMIT REFRIGERANTS OF TEXAS.
RC Law acted as U.S. buyer’s counsel in the acquisition by Gases Research Innovation & Technology (GRIT), a Barcelona based company, of a majority interest in Summit Refrigerants, a Texas based refrigerants gas company. GRIT was supported by Moira Capital Partners, one of its principal investors. PwC in Barcelona and Madrid acted as Spanish tax and corporate counsel and as U.S. tax counsel. Sellers were represented by Norton Rose Fulbright Houston office.
RC LAW ADVISED CECOP IN THE ACQUISITION OF THE ALLIANCE BUYING GROUP
RC Law advised CECOP, a Spanish independent optical association, in connection with the acquisition of The Alliance Buying Group of Chicago, Illinois from Surgery Partners, a U.S. listed company. The acquisition involved an ABL transaction. Counsel to seller was McDermott Will & Emery. This was CECOP’s second acquisition in the United States, which was also advised by RC Law.
RC LAW ADVISED CTL-TH PACKAGING (TUBOPLAST), A SUBSIDIARY OF CORPORACION JUAN CELAYA FROM VITORIA, SPAIN IN CONNECTION WITH THE SALE OF ITS NORTH CAROLINA SUBSIDIARY TO KCE
RC Law advised Corporacion Juan Celaya (“CJC”) in the sale of its U.S. manufacturing subsidiary (CTL Packaging USA), located in North Carolina, to Kaizaharra Corporacion Empresarial (KCE), a private equity group based in Bilbao, Spain. KCE had previously acquired the European operations of CJC and was successful in completing the acquisition of the U.S. operations following the attempts of two other bidders. The transaction was structured as a stock deal. Counsel to buyer was Cooley Godward.
RC LAW ADVISED CECOP IN THE ACQUISITION OF COMBINE BUYING GROUP
RC Law advised CECOP in the acquisition of all equity interests of New York based Combine Buying Group Inc. from Emerging Vision, Inc. Counsel to seller was Pepper Hamilton LLP.
RC LAW ADVISED THE SHAREHOLDERS OF U.S. BASED TPF SOFTWARE, INC. IN THE SALE OF THEIR GLOBAL BUSINESS TO JUNIPER (AQUILA GROUP)
RC Law advised the sellers of North Carolina based company, TPF Software (“TSI”) to Juniper, an affiliate of the Aquila Software Group. TSI has subsidiaries in India, Ireland, Emirates and New Zealand. The transaction was structured as a combination of assets and equity deals.
RC LAW ADVISED THE LATIN AMERICAN MASTER FRANCHISOR OF RENAISSANCE EXECUTIVE FORUMS TO ACQUIRE ITS U.S. GLOBAL FRANCHISOR.
RC Law advised a Latin American master franchisor on the acquisition of the United States global franchise, Renaissance Executive Forums based in Denver, Colorado. The franchise brings together top executives from non-competing companies of similar size, into an advisory board process which helps leaders gain fresh ideas and new insight. The group is now present in 50 cities in 10 countries. The transaction involved a combination of an asset and a stock deal. The client was also advised by Rebaza Alcazar & De Las Casas in Peru. Seller’s counsel was California firm Turner Law APC.
RC LAW ADVISED IN THE SALE OF SEVERAL ADVERTISING / BRANDING COMPANIES IN THE UNITED STATES AND LATIN AMERICA TO WPP
RC Law advised the CEO and 49% individual shareholder of a group of advertising companies with offices in the U.S., Mexico, Colombia and Spain in his sale to WPP (LSE/New YorkSE: WPP), a world leading communications and advertising group. The transaction required local implementation in each jurisdiction. Buyer was represented by Gilbert Davis in New York.
RC LAW ADVISED ON THE SALE OF A COMBINED CONTROLLING INTEREST IN A TEXAS MEAT PRODUCER
RC Law represented several sellers in the sale of a combined 67% of the interests of Acornseekers, a pig meat production company, headquartered in Flatonia, Texas. The purchaser was Incarlopsa, a Spanish leading meat products group, with revenues in excess of $700 million. The transaction also involved the re-financing of Accornseekers’s debt with its members. Baker & McKenzie in Madrid and Chicago represented Incarlopsa.
RC LAW ACTED AS NEW YORK COUNSEL TO EXELTIS USA ON THE SALE OF ITS BRANDED DERMATOLOGY BUSINESS
RC Law acted as seller’s counsel in the sale of the assets of the branded dermatology division of Exeltis USA, which included several branded products. Exeltis is ultimately owned by Insud Pharma, a leading Spanish health care products company with revenues in excess of $1.4 billion. Purchaser was Glenmark Therapeutics, a US subsidiary of the Glenmark group, an Indian research-led global integrated pharmaceutical company. Glenmark was advised by Norton Rose Fulbright in New York and Washington DC.
RC LAW ACTED AS BUYER’S COUNSEL IN THE ACQUISITION OF SPANISH GROUP, GLOBALLY
RC Law acted as U.S. and Spanish counsel of Newlink Group, a Miami based marketing, branding, corporate strategy and communication company, in its acquisition of a 60% interest in Globally Eventos y Comunicaciones, S.A., a P.R. and events organization group with offices in Madrid and Barcelona, Spain. Globally is one of the top three P.R. companies in Spain by revenue. The company will now operate under the name “Newlink Spain” and will become the lifestyle division of the Newlink Group, which already has a presence in Mexico, Dominican Republic, Peru and Argentina. The transaction involved an equity contribution, the purchase of the interests of the minority shareholders of Globally and the dilution of its majority shareholders. Globally’s shareholders were represented by Alemany Munoz de la Espada in Madrid, Spain.
RC LAW ACTED AS SELLERS’ COUNSEL IN THE SALE OF VARIOUS RESTAURANTS OF THE “NOVECENTO” FRANCHISE
RC Law acted as sellers’ counsel of the shareholders of the Novecento Group in the U.S. in the sale of their restaurants in the Brickell, Midtown and Aventura locations in Miami and the transfer of the “Novecento” brand for the U.S., Mexico and Colombia to the owners of Suviche Restaurants group. The transaction was structured as a purchase of the equity interests of several companies making up the Novecento Group in the United States. The purchasers of the Brickell and Aventura locations were represented by Private Advising Group P.A. in Miami and the purchaser of the Midtown location was represented by Shutts & Bowen in Miami. Argentine counsel for the Novecento Group owners (all Argentine nationals) was Cainzos, Fernandez & Premrou.