Phillip E. Cushing

Phil is a member of the corporate practice group of Bartlit Beck, where he focuses his practice on providing full life cycle M&A and general corporate counseling services to private equity sponsors and their portfolio companies. Phil’s experience, sophistication and energy make him successful in representing sponsors in their largest and most complex domestic and cross-border acquisition and disposition transactions. But Phil also thrives in representing sponsors and their portfolio companies in small and mid-sized add-on M&A transactions, bringing enthusiasm, creativity and practicality regardless of the deal size. Phil’s ability to effectively and efficiently manage transactions regardless of size and scope make him an advisor of choice for private equity sponsors implementing “roll-up” or “buy-and-build” strategies.  For the same reasons, Phil is trusted to serve as outside general counsel to sponsors and portfolio companies in a broad range of industries, from industrial distribution to agriculture to professional services, and advise on a variety of topics — equity issuances, governance, customer and vendor contracts, and real property leases, among others. Prior to joining Bartlit Beck, Phil practiced in the corporate department of Cravath, Swaine & Moore LLP in New York City, where he advised financial institutions, private equity and hedge funds, and Fortune 500 companies in a wide range of transactional matters, including mergers and acquisitions, joint ventures, fund formations, credit facilities, securities offerings, and securities laws compliance.

Notable Experience

• General Corporate and M&A Counsel to Platte River Equity. Serves as outside counsel to Platte River Equity in M&A and other strategic transactions, including:
  • The acquisition of Building Controls & Solutions, a value-added distributor of building automation solutions.
  • The acquisition and integration of HydraTech Industrial Solutions and TIPCO Technologies, leading distributors of fluid conveyance and sealing solutions.
  • The acquisition and integration of Womack Machine Supply and Morrell Group, engineering partners, systems integrators and value-added distributors of advanced hydraulic, electromechanical and pneumatic technologies.
  • The acquisition of Belt Power, a value-added distributor and fabricator of conveyor system components.
  • The acquisition of MES Fire, a premier equipment supplier and service provider to first responders throughout the United States and Canada.
  • The acquisition of GME Supply, a premier retailer and distributor of fall protection and safety equipment for at-height workers, and subsequent disposition to Incline Equity Partners.
  • The acquisition of Vertical Supply Group, a leading direct retailer and distributor of arborist tools and equipment, and subsequent disposition to Gridiron Capital.
  • The disposition of Profile Products, a leading manufacturer of erosion control, vegetative establishment, mulch, and soil amendment products, to Incline Equity Partners.
  • The disposition of PRV Metals, a provider of forged titanium and steel products, to Tinicum.
  • The acquisition of Dealers Transmission Exchange, a leading provider of powertrain and transmission repair and maintenance services.
• General Corporate and M&A Counsel to Portfolio Companies. Serves as outside counsel to portfolio companies of several prominent middle market private equity sponsors, including Incline Equity Partners and Platte River Equity, advising on a variety of corporate and transactional matters, including:
  • Acquisitions by VMG Health of other healthcare compliance, strategy and advisory firms, including Veralon Partners and PerfectMed Consulting.
  • Acquisitions by TIPCO Technologies of other distributors and service providers for industrial and hydraulic hose and fluid conveyance and sealing products, including Flexline, Alliance Hose & Rubber, Charter Industrial Supply, Hose of South Texas, Potter Associates and Hoses2U.
  • Acquisitions by MES Fire of other distributors and service providers for first responder equipment and tools, including Coastal Fire Systems, Interstate Rescue, Blue Ridge Rescue Suppliers, L&M Compressor, U.S. Uniform & Supply, Firefighter Trucks, Premier Safety and Frontline Outfitters.
  • Acquisitions by GME Supply of other distributors of fall protection, safety and productivity equipment and related training companies, including Comtrain, Gearcor, Custom Tool Supply, TEAM-1 Academy and SafetyLMS.
  • Acquisitions by Belt Power of distributors and service providers for conveyor system components, including Reliable Rubber, Blankenship Belting and Avtech Industrial Products.
  • Acquisition by MFG Chemical of other manufacturers and distributors of specialty chemicals, including Radical Polymers.
  • Acquisitions by Vertical Supply Group of other manufacturers and distributors of products for at-height workers and tree care professionals, including Atlantic Braids, Fred Marvin, Sterling Rope, Bishop Supply, rescueDIRECT and Groundskeeper.
  • Acquisitions by Profile Products of developers and manufacturers of horticulture products and soil amendments, including Sunterra Horticulture and HydroStraw.
  • Acquisitions by In-Place Machining Company of other on-site machining and field service companies, including OASIS Alignment Services and Exact Metrology.
• General Corporate and M&A Counsel to Foxhole Group and its Portfolio Companies. Serves as primary outside counsel to the Foxhole Group and its portfolio companies in M&A and other strategic transactions, including:
  • The acquisition of Sanitary Solutions, a distributor of sanitary stainless-steel tubing, fittings, valves and accessories.
  • The acquisition of Royal Flush, a servicer of portable toilets and provider of related site services, and its subsequent acquisition of Willy Make It.
  • The acquisition of CCK Automations, a designer and manufacturer of printed circuit board assemblies, and its subsequent acquisitions of Accutron, Argo EMS and OSDA.
  • The acquisition of Surplus City, a supplier of overstock HVAC and refrigeration equipment and parts.
• General Corporate and M&A Counsel to Artesian Partners. Serves as primary outside counsel to Artesian Partners in M&A transactions, including the acquisition of Trace Fiber Services.

Acknowledgements, Presentations, and Publications

Co-author, Chambers USA Private Equity Guide (2021)

Author, Effectively Defining Material Adverse Change Amid COVID-19, Law360 (2021)

Co-author, Chambers USA Private Equity Guide (2020)

Co-author, Chambers USA Private Equity Guide (2019)

Co-author, Top 10 Practice Tips by Experts: Investment Grade Debt Offerings, Lexis Practice Advisor (2017)