Michael A. Wessell

Member

Overview

Michael Wessell is an attorney with a broad range of experience in corporate and transactional matters. Throughout his 25-year legal career, he has worked with buyers, sellers, issuers, and investors in numerous mergers, acquisitions, divestitures, joint ventures, and private placements to develop and implement effective strategies and solutions. His broad experience allows him to understand the unique concerns and perspectives of all sides in a transaction, thereby helping his clients to plan ahead for these transactions and understand the motivations of the other parties.

He often works closely with clients to provide streamlined solutions for their general legal needs, including addressing corporate governance issues, reviewing commercial agreements to minimize future risk, and coordinating the delivery of the full spectrum of Eckert Seamans’ services. Michael assists clients in diverse industries, including integrated steel mills, industrial manufacturers, retail manufacturers and operators, pharmaceutical companies, health care providers and insurers, and private equity companies.

Representative Matters

  • Represented a globally branded retail seafood company and its foreign conglomerate parent company in an approximate $12.5 million minority investment in a regional seafood processing company that is majority owner by the fishermen providing it with products. The due diligence revealed that the target company needed to address a number of irregularities or issues prior to the investment. The Eckert Seamans deal team worked with the target company’s in-house and outside lawyers to develop and implement a plan to address such matters, thereby allowing for a successful closing of the investment.
  • Represented two private owners of a testing laboratory business and a land surveying business to a private equity firm with a combined transaction value of over $15 million. In addition to the development and negotiation of two sets of acquisition documents (one for a stock sale and one for an asset sale), the selling owners were receiving equity in the buying entity and the CEO owner was remaining to run the operations for the buyer for an extended period of time, all which required dealing with issues surrounding the ongoing operations of the buyer and the target business, the buyer’s plans for future expansion (including through roll-up acquisitions), and the roles of the former owners going forward. The Eckert Seamans deal team was able to address the many facets of the multiple transactions to achieve a successful closing and continuing results for the selling owners.
  • Represented the health care subsidiary of a multinational corporation in the sale of an operating plant and related assets to another multinational corporation for approximately $40 million in connection with the settlement of a contractual dispute between the parties. The transaction presented a number of challenges, including the client’s need to continue its use of part of the sale facility to run certain lines of business over time, and dealing with different workforce and union issues relating to such “co-habitation” in the facility post-closing. Michael and the Eckert Seamans deal team, which included environmental and labor attorneys, worked closely with the client’s in-house lawyers and operations people to develop and structure an appropriate strategy and documentation allowing for a successful sale and post-sale working relationship between the parties.
  • Managed a team of over two dozen attorneys and professional consultants in a three-week accelerated due diligence and bid proposal process for $2 billion private equity fund for purchase of large integrated steel manufacturer operating under Chapter 11 of the U.S. Bankruptcy Code for a value in excess of $900 million. In addition to the expedited diligence timeframe, the management of the target debtor company had already submitted its own bid to purchase the company’s operations, which resulted in a tense and unfriendly atmosphere in trying to complete business, financial and legal due diligence within the condensed timeframe, particularly since all of the due diligence was required to be performed at the debtor target company’s offices. Through continual communication and determination, Michael was able to successfully coordinate the various due diligence teams in preparing findings and reports, thereby providing the private equity fund with the needed information so it could submit its bid within the required time period. Although the private equity fund’s bid was not finally selected, the client was appreciative of the effort and work done to allow it to submit an informed bid in such a short time period.
  • Supervised a legal due diligence team of approximately 10 lawyers with respect to a publicly traded industrial transportation company with business operations in multiple locations throughout the United States and foreign locations in connection with a $1-billion-plus merger with another publicly traded industrial transportation company. In addition to coordinating the legal due diligence reviews of the client and its over eight separate operating subsidiaries, Michael assisted in the preparation and negotiation of acquisition documents and was the primary attorney in preparing the necessary pre-acquisition antitrust filings, all leading to a successful closing.
  • Represented a private company designing and manufacturing load balancing and secure transaction accelerator products for secure internet-based applications, a portfolio company of a private equity fund client, both in an outside general counsel capacity, and in its acquisition by a publicly traded company that designs, develops, and manufactures a complete line of Internet security solutions with a transaction value of approximately $280 million. The representation required significant work to address various issues raised in prior capital raising rounds and operational matters by the portfolio company’s prior owners and in-house legal counsel, in order satisfy the buyer’s pre-closing requirements.

Community Involvement

  • Greater Pittsburgh Arts Council Board of Directors, Executive Vice Chair (regional nonprofit arts advocacy and service organization)
  • United Way of Allegheny County Emerging Leaders Committee of the Tocqueville Society of Donors
  • American Red Cross Southwestern Pennsylvania Chapter Board of Directors, Former General Counsel
  • Reading is FUNdamental Pittsburgh, elementary school reading mentor

Interests

Michael recently returned to playing rugby after taking an 18-year hiatus from the sport, which he previously played for a decade.