Mergers & Acquisitions

  • September 29, 2014

    Bankrupt Vitamin Maker Natrol Aims For Nov. Auction

    Nutritional supplement maker Natrol Inc. on Monday asked a Delaware bankruptcy judge to bless a slate of bid procedures establishing a timetable for a Section 363 sale, including a November auction of the company's assets.

  • September 29, 2014

    Don't Miss It: Hot Deals & Firms We're Following This Week

    With so much M&A news this week, you may not have seen some announced deals involving several law firms like Dechert, Latham & Watkins, Goodwin Procter, Weil and others. Here, Law360 takes a look at the ones you might have missed.

  • September 29, 2014

    Fortis Exploring Sale Of Hotel, Commercial RE Assets

    Canadian utility giant Fortis Inc. is exploring a liquidation of its hotel, retail and office property division, a subsidiary that holds nearly two dozen hotels and upward of 3 million square feet of commercial space, the company announced Monday.

  • September 29, 2014

    American Apparel Hires Turnaround Specialist As New CEO

    The leadership shake-up at American Apparel Inc. continued Monday as the clothing retailer said it is bringing in a turnaround specialist as the new interim CEO and replaced its CFO, just months after the board ousted company founder and former chairman and CEO Dov Charney.

  • September 29, 2014

    Deals Rumor Mill: SoftBank, Power Construction, Vista Equity

    SoftBank Corp. is in discussions to buy DreamWorks Animation SKG for more than $3 billion, while Power Construction Of China Corp Ltd. could be on the verge of forking over up to 16.8 billion yuan ($2.73 billion) to buy eight firms from one of its majority shareholders.

  • September 29, 2014

    3 Things To Know As Inversion Rules Muddle Medtronic Deal

    New rules unveiled last week to rein in a recent flurry of tax-motivated mergers and acquisitions effectively upend the way deal makers can approach controversial inversion deals, meanwhile leaving one of the biggest such transactions — Medtronic Inc.'s pending $42.9 billion merger with Covidien PLC — in limbo. Here, Law360 runs down what you need to know as Medtronic rethinks its deal.

  • September 29, 2014

    NiSource Spins Off Pipeline Unit, Creates MLP

    Utility giant NiSource Inc. said Sunday it’s splitting off its Texas-based gas pipeline business and dropping its assets into a master limited partnership, which looks to raise $800 million through an initial public offering, the latest sign that utilities are moving away from a hybrid business model to focus on regulated operations.

  • September 29, 2014

    LSI Says Ace Skimped On Covering Shareholder Settlement

    Ace American Insurance Co. must cough up some expenses related to policyholder LSI Corp.'s settlement with shareholders over its $6.6 billion merger with Avago Technologies Ltd., according to a suit removed to California federal court on Friday.

  • September 29, 2014

    FTC Taps U Of Mich. Prof As New Chief Economist

    The Federal Trade Commission on Monday announced that University of Michigan economics professor Francine Lafontaine will take over the reins of the agency’s Bureau of Economics in November.

  • September 29, 2014

    Sabra Offers Millions Of Shares To Bankroll Property Deal

    Sabra Health Care REIT Inc. on Monday publicly offered 6 million of its shares in order to help pay for the $550 million portfolio of 21 independent living facilities that it acquired from Holiday Acquisition Holdings Corp. last week.

  • September 29, 2014

    Carlyle Keeps Up Buying Spree With Another Power Plant Deal

    The Carlyle Group LP on Friday said it has agreed to pick up a majority stake in six Georgia natural gas-fired power plants in its second announced deal in a week with Singapore sovereign wealth fund GIC, as Carlyle continues to build its power generation assets.

  • September 29, 2014

    Alibaba Drops $457M On Tech Co. In 1st Major Deal Since IPO

    In its first major buy since its landmark U.S. initial public offering earlier this month, Alibaba Group Holding Ltd. has dropped $457 million to acquire a 15 percent stake in a Chinese hospitality technology provider, according to a regulatory filing Monday.

  • September 29, 2014

    Esterline Pays $200M For Barco's Aerospace & Defense Unit

    Esterline Corp. will purchase Belgian visual-technology company Barco NV's defense and aerospace division for roughly $200 million, allowing the Washington-based Esterline to expand its global presence in the market for high-technology displays in airplane cockpits and flight simulators, the companies announced Monday.

  • September 29, 2014

    Dealmakers Q&A: Debevoise's Kevin Schmidt

    The leveraged lending guidelines announced in 2013 are currently creating the greatest uncertainty on the M&A deal front and would benefit from clarification, says Kevin Schmidt of Debevoise & Plimpton LLP.

  • September 29, 2014

    FTC Holds Up Verisk's Planned $650M EagleView Buy

    Verisk Analytics Inc.’s $650 million acquisition of data analytics company EagleView Technology Corp., which was expected to close this week, has been delayed by U.S. antitrust regulators, the companies said on Monday.

  • September 29, 2014

    Vista Equity Throws Down $4.3B To Pick Up Tibco Software

    Private equity firm Vista Equity Partners is set to buy business software company Tibco Software Inc. for about $4.3 billion including debt, the companies said Monday, in a deal designed to help the struggling Tibco get back on track.

  • September 29, 2014

    Encana Strikes Texas Oil Gusher With $7.1B Athlon Buy

    Canadian oil and gas producer Encana Corp. is significantly expanding its footprint in Texas, agreeing Monday to buy Texas-based independent Athlon Energy Inc. in a cash-and-debt deal worth $7.1 billion that plants Encana's flag squarely in the oil-rich Permian Basin.

  • September 29, 2014

    Ex-Pa. Casino Owner Challenges $31M IRS Deficiency Notice

    The former owner of Pennsylvania's Mount Airy Casino Resort has lodged a protest in the U.S. Tax Court alleging the Internal Revenue Service erroneously determined that the casino's sale should have been subject to $30.9 million in gift and generation-skipping taxes.

  • September 29, 2014

    PE-Backed Dave & Buster's Sketches Out $122M IPO

    Dave & Buster's Entertainment Inc. said Monday it would raise as much as $122 million in its initial public offering, bringing the restaurant and arcade chain another step closer to its much-anticipated public debut after its private equity owner shunned a takeover bid earlier this year.

  • September 29, 2014

    No Deal For KKR, TPG As Treasury Wine Corks $3B Talks

    The buyout battle for Treasury Wine Estates Ltd. turned sour all around on Monday when the wine giant rejected competing private equity bids, each worth more than $3 billion, saying both offers fell short of its true value and required it to take on too much debt.

Expert Analysis

  • Pension Plan Minefields For Distressed Auto Equipment Cos.

    Jim Lukenda

    Few people understand the complexities of defined benefit pension plans, particularly those of distressed companies. For attorneys who work with clients or lenders in the automotive equipment business, these issues can be difficult to navigate without guidance on the complicated and sometimes arcane issues involved, say Laura Marcero and Jim Lukenda of Huron Consulting Group.

  • UK Takeover Panel Wants You To Be As Good As Your Word

    Richard May

    The U.K. Takeover Panel has proposed regulations that would clarify the status of voluntary commitments made by bidders and target companies and provide a robust framework within which they may be enforced by the panel — meaning great care will be required before announcing a post-offer undertaking or making a post-offer intention statement, says Richard May of Fried Frank Harris Shriver & Jacobson LLP.

  • 7 HSR Filing Reminders From Berkshire Hathaway Case

    Deidre Johnson

    The recent civil penalty levied on investment holding company Berkshire Hathaway Inc. for failure to notify under the Hart-Scott-Rodino Antitrust Improvements Act reminds investors that HSR reportability must be vetted even in transactions that are less obviously seen as "acquisitions," say attorneys with Ropes & Gray LLP.

  • DeLauro Legislation Would Broaden Reach Of CFIUS Reviews

    Christopher R. Brewster

    Rep. Rosa DeLauro has introduced legislation that would radically overhaul the review of foreign investment by the Committee on Foreign Investment in the United States, but given the late date on which the bill was introduced and its controversial scope, it is likely that the bill is intended to revive debate over the scope of CFIUS reviews, says Christopher Brewster of Stroock & Stroock & Lavan LLP.

  • 'Entire Fairness' Is More Than Just A Fair Price

    Diane Holt Frankle

    Vice Chancellor John Noble recently held in a Nine Systems Corp. shareholder case that a recapitalization, although approved and implemented at a fair price, was not entirely fair due to the grossly unfair process — a ruling that teaches, among other things, that a robust negotiation is helpful to demonstrate fair dealing, says Diane Holt Frankle of Kaye Scholer LLP.

  • 1099ers Exposing Startups, PE Firms To Costly Liability

    Richard J. Reibstein

    Even when well-structured independent contractor relationships survive legal scrutiny under federal labor, tax or benefit laws, the 1099 model may not pass muster under the crazy quilt of state independent contractor laws. And private equity firms and investors do not conduct the level of due diligence they should before investing in 1099-model startups, say attorneys with Pepper Hamilton LLP.

  • Bankruptcy Sale Of Hospitals: 4 Questions Before You Begin

    Thomas R. Califano

    It is advisable for hospitals entering Chapter 11 for the purpose of effectuating a sale or other transaction to have a potential strategic partner lined up at the time of filing, which will provide much-needed certainty for not only the hospitals, but also patients, residents, physicians, employees and suppliers, say attorneys with DLA Piper.

  • Opportunities And Pitfalls In The Legal Cloud

    David Houlihan

    Like "big data" and other effective software marketing buzzwords, “cloud” makes something that is very complex sound simple — and even friendly. Most attorneys are not prepared to dig into the distinctions between public, private and hybrid cloud models, or the niceties of how or where their data is transmitted and stored, says David Houlihan of Blue Hill Research Inc.

  • An Attempt To Close A California Tax Loophole

    Philip M. Hanaka

    It has become common practice in California to carve up ownership interests in entities that own real property among multiple parties so that no single party has a majority interest — in order to avoid tax reassessment. However, a proposed law could make the practice increasingly difficult, say Philip Hanaka and David Plantz of Buchanan Ingersoll & Rooney PC.

  • A General Counsel's Top 10 Billing Tips

    Francis M. Drelling

    Nothing makes an in-house counsel feel like they are being nickeled-and-dimed more than receiving a $3.50, stand-alone invoice. Forcing anyone to spend time on a $3.50 invoice is, quite frankly, just not cool, says Francis Drelling, in-house counsel at Specialty Restaurants Corp.