Business and finance attorneys at Ballard Spahr represented EMRISE Corporation (NYSE Arca: ERI)—a multinational manufacturer of defense, aerospace, and industrial electronic devices and communications equipment—in the sale of its Advanced Control Components (ACC) subsidiary to Aeroflex Incorporated for $20 million, subject to a working capital adjustment.
The company used proceeds from the all-cash transaction to significantly pay down credit agreement obligations to its senior lender and the former ACC shareholders. Ballard Spahr attorneys assisted in renegotiating the balances owed to each party and in establishing a new revolver credit facility for the company's UK operations. The transaction also involved the repurchase of warrants previously sold by EMRISE and a realignment of the company's finance staff.
The Ballard Spahr team negotiated the terms of the sale, which included a stock-purchase agreement, and assisted in the preparation and filing of a proxy statement and other filings with the Securities and Exchange Commission. Ballard Spahr attorneys also provided tax counsel, assisted with labor and employment issues, advised on the transactional finance aspects of the deal, and handled the closing.
Stockholders approved the sale during the EMRISE Annual Stockholders' Meeting on Monday, August 30, 2010. The transaction was part of the company's strategy to divest noncore, nonperforming, and other businesses; reduce debt; and focus on future growth.
Jennifer Miller and Jerry Guarcini led the Ballard Spahr team, which included Gregory L. Seltzer, Pamela A. Meredith, Steven M. Miller, Sandra Wintner, Jocelyn K. O'Brien, Tobey M. Daluz, Justin P. Klein, Wendi L. Kotzen, Wayne R. Strasbaugh, Christopher A. Jones, Naomi Young, Glenn A. Harris, and D. Renee Applegate.