September 8, 2011
The Kelley Drye Telecom and Corporate practice groups collaborated to represent West Corporation, a leading provider of technology-driven, voice and data solutions based in Omaha, Nebraska, in its approximately $120 million acquisition of Smoothstone IP Communications, a leading provider of cloud-based communications, based in Louisville, Kentucky. By acquiring Smoothstone and combining it with their InterCall brand of services, West strategically expanded its portfolio of services related to IP-telephony. The transaction was structured as a merger.
When Smoothstone put itself up for sale in the early spring in a competitive auction process, the Kelley Drye team assisted West in its due diligence review of Smoothstone to identify regulatory and structural issues presented by the acquisition and then advised West in the competitive bidding process. Ultimately, the Kelley Drye team negotiated the terms of the purchase and sale agreements, worked with West and Smoothstone to obtain the necessary regulatory approvals and closed the transaction in early June. In addition to negotiating the merger agreement, the transaction involved new employment and incentive arrangements for the key employees at Smoothstone and a complex set of indemnification and escrow provisions binding upon the equityholders of Smoothstone.
Partners Steve Augustino and Brad Mutschelknaus handled the telecom regulatory aspects of the transaction, while associate Julia Sitarz handled the corporate aspects of the transaction. In addition, the deal team was supported by partners Elli Teitz (tax) and Victoria Zerjav (employee benefits) and associates Joe Price and Deepak Nambiar (IP).