Justin A. Hanna

Justin is a partner in Taft’s Mergers and Acquisitions and Private Equity practices, where he advises private equity sponsors, independent sponsors, founder owned businesses, and strategic buyers on sophisticated middle market transactions.

Justin serves as lead counsel on acquisitions, divestitures, recapitalizations, and platform growth strategies, with experience spanning transactions from $1 million to more than $1 billion in enterprise value. His practice is evenly split between representing founders and sellers in high stakes sale transactions—often as referred in, transaction focused counsel—and advising private equity and independent sponsors on new platform investments and aggressive buy and build strategies.

He is particularly known for his work with private equity backed platforms, guiding sponsors and management teams through dozens of add on acquisitions across multiple industries. His experience includes structuring and negotiating equity and asset transactions, managing competitive sale processes, and advising on rollover equity, governance, incentives, and post closing integration issues.

• Represented a closely held global remediation services company in a reverse triangular merger with a private equity buyer for $1.5 billion in aggregate consideration and a subsequent spinoff of $170 million in retained real property and assets.
• Represented a private equity sponsor in a $368 million equity sale of its precision component manufacturing platform (with a focus on aerospace and defense) to a private equity buyer.
• Represented a private equity sponsor in a $256 million equity sale of its underground water and sewer pipe restoration platform to a private equity buyer.
• Represented a private equity sponsor in a $120 million equity sale of its specialty pharmacy platform to a private equity buyer.
• Represented multiple closely held online education businesses in equity sales to strategic buyers in connection with auction sale processes, with transaction values ranging from $18 million to $100 million.
• Represented a private equity platform company in the precision components, medical components and cutting tools manufacturing business in over 40 bolt-on acquisitions over a 5-year period, ranging from $3 million to $100 million in consideration.
• Represented a private equity-backed construction services platform in multiple horizontal integration acquisitions of franchise businesses offering ancillary services, with transaction sizes ranging from $4 million to $114 million.
• Represented a private equity fund in an $84 million equity acquisition of a health care services platform.
• Represented a private equity fund in a $35 million equity acquisition of a national surveying and engineering company.
• Represented a closely held equipment engineering and manufacturing business in a $33 million sale of assets to a private equity buyer.
• Represented a closely held commercial HVAC service business in a $15 million equity sale to a national private equity platform.
• Represented a food and beverage manufacturer and supplier with international shareholders in a $28 million sale of stock to a strategic buyer.
• Represented private investors in a $12 million acquisition of a local shopping center from a Texas-based real estate investment firm.

• Making the Deal: Frameworks for Transactions Podcast, Episode 3 – Part I and Part II
• “Reps and Warranties and Reps and Warranties Insurance,” A Two-Part Conversation with Cascade Partners (February 2024)
• “Jaffe attorney making a name for himself in corporate law,” Legal News (January 22, 2020)
• “Preparing for a sale in 2020,” Chaldean News (January 2020)
• “An ICEy Situation,” Wayne State Magazine (Fall 2018)