Mr. Froy is co-chair of Sonnenschein’s Capital Markets Practice. Mr. Froy advises businesses in meeting their strategic objectives focusing on mergers and acquisitions, securities offerings, corporate governance and public company compliance.
Mr. Froy is past chair of Sonnenschein’s Corporate Practice Group.
Mr. Froy’s approach to all representations emphasizes:
- A thorough understanding of a client’s business and strategies
- Thoughtful, tailored and practical advice
- Creative, value-added analysis
- Effective communications
- Efficient matter management
Representative Experience
Mergers and Acquisitions. Mr. Froy has represented purchasers, sellers and financial advisors in transactions involving public and private middle market and large capitalization companies in a range of industry sectors, including health care, technology, financial services, real estate, consumer, manufacturing and business services. These representations have included cross-border transactions. Mr. Froy’s merger and acquisition experience includes representing
- Workhorse Custom Chassis LLC in its acquisition of the P-Chassis Product Line of General Motors Corporation
- Molex in its acquisition of Cardell Corporation, a manufacturer of precision automotive stamped parts for electrical distribution systems
- The board of directors of Kellwood Company in its defense against a hostile bid by Sun Capital and its ultimate $560 million sale to Sun Capital
- Fresenius, a German-based public company and the world’s largest provider of dialysis services and products in its $100+ million acquisition of Renal Solutions Inc., a medical device manufacturer.
- Fresenius in its $4.5 billion acquisition of dialysis service provider Renal Care Group.
- Fresenius in its $500 million sale of dialysis services assets to a private equity buyer.
- Inchcape plc, a UK public company and the world’s largest seller of automobiles in its $110 million acquisition of the Latvian automotive distribution business of Baltic Motors Corporation.
- National Bedding Company (Serta) in numerous acquisitions and its sale to private equity investors lead by Ares Corporate Opportunities Fund and Ontario Teachers’ Pension Plan Board.
- Molex in numerous acquisitions and investments including its $250 million acquisition by tender offer of Woodhead Industries, Inc.
- Holiday Corporation and Holiday Inns, Inc. in the sale of all assets outside of North America to Bass Plc.
- William Blair as financial advisor in various public company merger and acquisition transactions including the merger between JM Smucker’s and the Jiff and Crisco business of Proctor and Gamble and the acquisition by JM Smucker’s of the Pillsbury business of International Multifoods.
- Juno Lighting in numerous acquisitions and in its sale of control to Fremont Partners through a leveraged recapitalization.
- Lazard Freres as financial advisor to the special committee of the board of directors in the sale of US Can
- Sara Lee in the acquisition of Huisken Meat Company
- The Learning Curve in acquisitions and in its sale to RC2
- Outboard Marine Corporation in various acquisitions including its acquisition of five boat building companies in less than two months.
- Sun Electric in connection with its sale to Snap‑on Tools by cash tender offer
- McDonald’s in connection with its acquisition of real estate related assets in Hawaii and Guam
- G. D. Searle in connection with its sale to Monsanto by cash tender offer
- Pearle Health Services in connection with its sale to Grand Metropolitan PLC by cash tender offer
- Investors in the acquisition of Arcade, a specialty printing company, subsequent acquisitions and the sale of Arcade to affiliates of Donaldson, Lufkin & Jenrette.
- Owners of Lexington Development Corporation, Illinois’ then largest homebuilder, in its sale to Folex.
- Value Communications in its sale to Rediff.com India Limited.
- Private investors in the acquisition of CARA Corporation, a technology staffing company, from Spiegel and the sale of CARA to Affiliated Computer Services
- Shareholders of Leslie Hindman, Inc., an auctioneer, in connection with its sale to Sotheby’s
- Intech Technology Corporation in connection with the acquisition of the Electrotools Division of UTI Corporation, a distributor of electro-discharge machining products
- Shareholders of Plantation Confection Company, a specialty food producer, in the sale of stock of Plantation Confection Company to Wyndham Foods
- Chas. Levy Company in its acquisition of assets constituting the Bloomington News Agency, a distributor of newspapers and magazines
- Shatkin Corp. in the sale of its stock option clearing business to LIT America
Securities Offerings. Mr. Froy has represented issuers and underwriters in public offerings including initial public offerings and equity and debt offerings of existing public companies. Those transactions have involved issuers in a variety of industries including financial services, consumer, technology, real estate, business services and health care. Mr. Froy’s securities offering experience includes representing:
- Allstate Corporation in its initial public offering; at the time the largest by a United States corporation.
- Molex in the offering of common stock by its largest shareholder.
- Juno Lighting, Inc. in various equity public offerings.
- Empire of Carolina, a toy company, in its equity public offering.
- Outboard Marine Corporation in equity and debt public offerings.
- Metro Self-Storage in its initial public offering.
- A consortium of banks in the public offering relating to their combination under a bank holding company.
- Underwriters in the public offerings of:
· Newell Rubbermaid
· Dynamex, a logistics and delivery provider
· Rural Metro, a provider of ambulance
and fire services
· Fred’s, a specialty retailer
· The Buckle, a clothing retailer
· Brady Corporation, a manufacturer of
identification solutions
· Swing-N-Slide, a manufacturer of children’s
playground equipment
· AutoInfo, a provider of used automobile
parts services
· Imagemax, a provider of document imaging a
and management services
· First Commonwealth, a dental insurance provider
Corporate Governance. Mr. Froy advises public, private and not-for-profit companies on corporate governance matters including board of directors and committee conduct and practice. Mr. Froy also advises public companies on takeover preparedness and response.
Public Company Compliance. Mr. Froy guides public companies in meeting securities and other public company compliance matters. This advice includes routine and complex disclosure matters, stock exchange and Nasdaq compliance, responding to Securities and Exchange Commission comments and regulatory inquiries and investigations.
Health Care. Mr. Froy devotes a significant portion of his practice advising companies in the health care industry.
Fund Services. Mr. Froy advises on the formation and operation of hedge funds including the Pabrai Investment Funds.