Mergers & Acquisitions

  • January 26, 2015

    Insurers Fight To Keep Up As Deal Insurance Goes Mainstream

    The use of reps and warranties insurance has exploded, with the market for the liability policy growing roughly fourfold last year, but that rapid growth has left insurers struggling to keep up.

  • January 26, 2015

    Energy Transfer Values Regency At $11.2B In Buyout Deal

    Energy Transfer Partners LP on Monday agreed to buy out the publicly traded units of affiliate Regency Energy Partners LP, valuing the target at $11.2 billion, plus the assumption of debt and other liabilities, in a deal that will create the second largest master limited partnership.

  • January 26, 2015

    With Irish Court's OK, Medtronic To Complete $48B Inversion

    Ireland's high court on Monday approved Medtronic Inc.'s $48 billion purchase of Covidien PLC, clearing the way for the medical supply makers to complete their closely tracked tax-inversion deal later in the day.

  • January 26, 2015

    Post To Spend $1.15B To Gobble Up Cereal Co. MOM Brands

    Packaged foods company Post Holdings Inc. said Monday that it has agreed to buy out rival MOM Brands for $1.15 billion to expand its share of the cereal and health food markets, as it continues a steady acquisition streak.

  • January 26, 2015

    Reinsurance Stays At Fore As Axis, PartnerRe Form $11B Firm

    Axis Capital Holdings Ltd. and PartnerRe Ltd. agreed late on Sunday to form a single reinsurer with a market value around $11 billion, underscoring a wave of consolidation that continues to wash over the industry — particularly the red-hot reinsurance segment.

  • January 26, 2015

    Wachtell, Cravath Help Packaging Cos. Form $16B Powerhouse

    MeadWestvaco Corp., the packaging company under activist pressure to shake up its operations, said Monday it would join forces with rival Rock-Tenn Co. to form a $16 billion-a-year giant with broader reach in the consumer-products space.

  • January 23, 2015

    Altice Eyes $5B Bond Offering To Back PT Portugal Buy

    Billionaire Patrick Drahi’s Altice said Friday it will sell €4.63 billion ($5.19 billion) in bonds to fund its €7.4 billion cash acquisition of PT Portugal SGPS SA after the target company’s shareholders approved the deal late Thursday.

  • January 23, 2015

    Airport Giant Aena Locked And Loaded For $4.5B Spain IPO

    The Spanish government on Friday approved the initial public offering of the world's largest airport operator, Aena SA, as part of the country's lengthy effort to sell off 49 percent of the state-owned company and raise €3.9 billion ($4.5 billion).

  • January 23, 2015

    PE Middle Market Notches Record Year With $385B In Deals

    The middle market had its hottest year on record in 2014 with $385.1 billion invested, beating out levels seen during the 2007 buyout boom as private equity buyers big and small looked to midsize companies for good deals, according to a report Friday by PitchBook Data Inc.

  • January 23, 2015

    Deals Rumor Mill: Electricite, Banco Santander, Dodgers

    Electricite de France SA is exploring options including a potential sale or spinoff of its French distribution network Reseau de Transport d’Electricite, which could be worth up to $17.1 billion, while Banco Santander is weighing a purchase of a 26 percent stake in midtier Polish lender Alior Bank.

  • January 23, 2015

    €1.5B Deal Cuts BBVA's Citic Stake For 2nd Time In 2 Years

    Spanish lender Banco Bilbao Vizcaya Argentaria SA has agreed to sell a 4.9 percent stake in China Citic Bank Corp. Ltd. to UBS AG for €1.56 billion ($1.69 billion), it said Friday, marking the second time BBVA has shed part of its Citic stake in less than two years.

  • January 23, 2015

    Apollo's Handling Of Caesars Ch. 11 Threatens Presidio Deal

    Apollo Global Management LLC kicked off a $10 billion bankruptcy fight for its troubled Caesars Entertainment Corp. just last week, but debt investors are already fighting back in another arena: the debt financing package backing another Apollo buyout.

  • January 23, 2015

    HP Takes 4th Crack At Deal In Autonomy Buy Shareholder Suit

    Hewlett Packard Co. took a fourth shot at settling a shareholder derivative suit over HP's disastrous $11.1 billion Autonomy Corp. acquisition, telling a California federal judge on Thursday that it had limited the claims that would be released and made changes to reflect its corporate split.

  • January 23, 2015

    Starboard Already Gunning For Top Activist Billing In 2015

    After closing last year on a high note, Starboard Value LP barreled into 2015 with a series of bold plays that add targets to its collection and raise the stakes of simmering campaigns, making it a strong candidate for top-dog status in a marketplace full of activist investors.

  • January 23, 2015

    Thirsty For Growth, AB InBev Swallows Another Craft Brewer

    Anheuser-Busch InBev on Friday unveiled plans to acquire Seattle's popular Elysian Brewing Co., continuing the beverage conglomerate's slow-but-steady quest to tap into a craft beer market that, despite its growth, has kept deal making on ice.

  • January 23, 2015

    Brookfield Drops $200M To Expand Facilities Management Biz

    Brookfield Asset Management Inc. said Friday it will buy the other half of its Canadian and Australian facilities management businesses from Johnson Controls Inc. for about $200 million, laying groundwork for global expansion.

  • January 23, 2015

    Aereo Says Broadcasters Are Trying To Stifle Its Asset Sale

    Defunct Aereo Inc. on Thursday accused the broadcasters who vanquished the would-be internet television pioneer of overkill by seeking to sabotage its upcoming Chapter 11 auction, even though Aereo has ceased all commercial operations for good.

  • January 23, 2015

    Pulling Up Stakes: Greenberg, Gibson Dunn, Fenwick

    In this week's roundup of deal makers on the move, Greenberg Traurig LLP deepened its corporate bench in London and Mexico City, Gibson Dunn landed a capital markets and mergers and acquisitions pro in Singapore and Fenwick & West LLP snatched up a private equity and M&A partner in Shanghai.

  • January 23, 2015

    7 Things For Attys To Watch As Oil Prices Plunge

    The historic slide in global oil prices — currently below $50 a barrel compared to over $100 barrel last summer — has roiled the energy sector, with fallout ranging from stalled oil and gas development to bankruptcy filings. With no imminent signs of a price increase, here are seven ripple effects from the price plunge that energy attorneys are watching closely.

  • January 23, 2015

    Taxation With Representation: Sullivan, Wachtell, Weil

    In this week's Taxation With Representation, lawyers from Sullivan & Cromwell and Wachtell work opposite sides of the Royal Bank of Canada's $5.4 billion City National Corp. buy while private equity group Centerbridge Partners throws down cash for a German wind turbine manufacturer.

Expert Analysis

  • 2 Del. Decisions Offer Nuanced Guidance On Revlon Duties

    William P. Mills

    Careful analysis of two separate Delaware decisions reveal guidance on how boards should undertake to satisfy their Revlon duties in the context of a change-of-control transaction, and each case makes clear that a court will be reluctant to second-guess a target board’s reasonable judgment absent a basis to question its motivations, say attorneys with Cadwalader Wickersham & Taft LLP.

  • China's Draft Foreign Investment Guidance Is Encouraging

    Woon-Wah Siu

    The draft of China's new Foreign Investment Guidance Catalogue lifts restrictions on foreign investment in dozens of service and general manufacture industries and would relax Chinese ownership requirements. Although foreign investors still would have to operate in some of these industries through Sino-foreign joint ventures, control by the Chinese partners would no longer be required, say Woon-Wah Siu and Liang Tao of Pillsbury Wi... (continued)

  • A Data Security Checklist For Companies Hiring Law Firms

    Jenn Topper

    We trust our law firms with huge amounts of data, whether in or out of discovery, investigations or litigation. All too often, we have relied on privilege, confidentiality and attorney ethics as a proxy for data protection and information security. But in fact, law firms ought to be held to a much more stringent standard — and in-house counsel would be wise to begin with a number of specific inquiries, says legal industry consultan... (continued)

  • Medtronic Deal Highlights FTC Focus On Future Competition

    Dionne Lomax

    As evident in a recent divesture settlement over Medtronic Inc.’s $42.9 billion acquisition of Covidien PLC, the Federal Trade Commission continues to reach forward and predict the future of competition in health care and life sciences transactions. Its ability to do so is facilitated, in part, by the U.S. Food and Drug Administration regulatory process, say Dionne Lomax and Timothy Slattery of Mintz Levin Cohn Ferris Glovsky and Popeo PC.

  • Entire Fairness Or Business Judgment? It’s Anyone’s Guess

    Maurice Pesso

    The determination of who is a “controlling shareholder” is significant because in most merger challenges, a finding of “control” means the defendants will not be entitled to the protection of the business judgment rule, and will instead be subject to the more plaintiff-friendly “entire fairness standard.” However, there is uncertainty regarding what constitutes a “controlling shareholder,” as highlighted in recent back-to-back Dela... (continued)

  • Health Care Mergers In 2014: The Enforcers Strike Back

    David Balto

    Last year was a tumultuous time for health care provider mergers and acquisitions. And while there is no anticipated decrease in similar scrutiny from state and federal enforcers in 2015, this year will bring the resolution of two controversial cases — St. Luke’s and Partners, says David Balto, former policy director of the Federal Trade Commission's Bureau of Competition.

  • Practice Points For New Single-Bidder Sale Paradigm

    Philip Richter

    While some have interpreted the Delaware Supreme Court as now having provided a blanket endorsement of the concept of a single-bidder passive-shopping-only strategy without regard to the particular contextual facts, a board deciding to engage in such a sale process will still have to establish that it had a reasonable basis for structuring the process as it did, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Payer-Provider Consolidation Comes With New Risks

    Katherine Funk

    As health care providers and payers consolidate and take advantage of new opportunities brought about by the Affordable Care Act and health care reform, both payers and providers face new health care fraud and abuse and antitrust risks that are different from the ones they previously confronted, say Troy Barsky and Katherine Funk of Crowell & Moring LLP.

  • The Top 10 D&O Stories Of 2014

    Kevin M. LaCroix

    Many of last year’s key events represented significant changes in the directors and officers liability environment — the rise of jumbo derivative lawsuit settlements, cybersecurity emerging as a D&O liability concern and the surge of initial public offering-related securities litigation, among others. In addition, there are many pending issues that will only be resolved as 2015 unfolds, says Kevin LaCroix of RT ProExec.

  • OFAC Sanctions Compliance: Sample Contract Provisions

    Margaret Gatti

    Due to costly settlements secured by U.S. regulatory agencies, increasingly banks, insurers and corporations are inserting rigorous Office of Foreign Assets Control sanctions compliance language into their credit agreements, insurance policies, and corporate acquisition agreements, say Margaret Gatti and Louis Rothberg of Morgan Lewis & Bockius LLP.