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Mergers & Acquisitions
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May 23, 2013
Dish Pulls In $9B In Financing Toward Bid For Sprint
Dish Network Corp. has locked down $9 billion in committed financing from five banks to finance its $25.5 billion cash-and-stock bid to buy Sprint Nextel Corp., a person familiar with the matter told Law360 on Thursday.
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May 23, 2013
Starboard Seizes Control At Tessera With Last-Minute Deal
Starboard Value LP took control of Tessera Technologies Inc. through a last-minute agreement Thursday that headed off a shareholder vote and ended a two-year effort by the hedge fund to reshape the company.
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May 23, 2013
Deals Sizzle, BBQs To Follow For Busy Deal Makers
Deal makers really don't want to spend Memorial Day weekend in the office. A flurry of transactions have made this one of the year's busiest weeks in mergers and acquisitions, with Simpson Thacher & Bartlett LLP and Latham & Watkins LLP among those that freed up grilling time.
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May 23, 2013
$22M Sale Of Bankrupt Big M's Assets Gets Judge's OK
A New Jersey bankruptcy judge on Thursday signed off on Canadian clothing retailer YM Inc.'s $22 million purchase of the assets of rival Big M Inc., the bankrupt owner of the clothing stores Mandee, Annie Sez and Afaze.
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May 23, 2013
Facebook Ordered To Surrender Docs In 'Like' Button IP Row
A Virginia federal judge on Thursday ordered Facebook Inc. to turn over documents related to its 2009 acquisition of FriendFeed, developer of the “Like” button, which is at the center of a lawsuit alleging Facebook infringes two social media patents.
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May 23, 2013
KKR's Del Monte Dips Toe In M&A Pool With Pet Food Deal
Del Monte Corp. said Thursday it will acquire Natural Balance Pet Foods Inc., expanding its long list of pet brands and wading into M&A waters for the first time since a heavily litigated $5.3 billion buyout by KKR & Co. LP in 2011.
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May 23, 2013
ISS Settles SEC Suit Alleging Proxy-Voting Data Breach
Institutional Shareholder Services Inc., the nation’s largest proxy adviser firm, has agreed to pay $300,000 to settle claims by the U.S. Securities and Exchange Commission that it failed to prevent an employee from selling confidential information about client votes, the agency said Thursday.
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May 23, 2013
Apax To Buy Rue21 For $1.1B As Apparel Buyouts Roll
Apax Partners LLP on Thursday announced a $1.1 billion buyout of teen clothing chain Rue21 Inc., hoping to sidestep potential conflicts and spin a large insider stake into the latest private equity deal in the apparel sector.
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May 23, 2013
Royalty Pharma Revises Conditions Of $6B Elan Takeover
Royalty Pharma AG said Thursday that it would lower the threshold for shareholder acceptance of its $6.3 billion hostile takeover bid for U.K. drugmaker Elan Corp. from 90 to 50 percent plus one share, while Elan rejected the New York investor's latest offer.
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May 23, 2013
Deals Rumor Mill: Yankee Candle, THL Partners, Volvo
Madison Dearborn is scrapping plans to unload Yankee Candle Co. after prospective private equity buyers refused to make multibillion-dollar offers for the company, while Volvo is considering a spinoff of its North American heavy truck unit that could yield as much as $1.5 billion.
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May 22, 2013
Midway Though Proxy Season, Staggered Boards Falling Hard
Halfway through the 2013 proxy season, the staggered board — either a shield for self-serving directors or a pillar of good stewardship, depending on whom you ask — is continuing its swift march toward extinction.
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May 22, 2013
Chem Rx Bosses Ask 2nd Circ. To Toss $106M Clawback Suit
Former principals at bankrupt Chem Rx Corp. urged the Second Circuit on Wednesday to kill a trustee lawsuit aimed at forcing them to give up $106 million they made in the pharmacy’s leveraged buyout.
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May 22, 2013
Brazil's New Merger Control Regime Passes Antitrust Tests
Brazil's competition watchdog has cleared its first two mergers requiring remedies since the country overhauled its merger control regime nearly a year ago, demonstrating that the agency can quickly review more complicated transactions in close cooperation with other international enforcers.
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May 22, 2013
Dish Says SoftBank-Sprint Deal Threatens National Security
Dish Network Corp. on Wednesday launched an advertising campaign cautioning against national security threats it says are tied to Softbank Corp.'s proposed $20 billion tie-up with Sprint Nextel Corp. in an attempt to thwart the Japanese company's bid and promote its rival $25.5 billion offer.
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May 22, 2013
Elpida Aims To Seal $2B Micron Sale With Final Plan Approval
Elpida Memory Inc. urged a Delaware bankruptcy judge Wednesday to recognize its reorganization plan that would cement its $2 billion takeover by Micron Technologies Inc., saying acceptance of the plan is imperative to the companies' future.
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May 22, 2013
KIT Digital's $25M Ch. 11 Deal Delayed By Equity Group
A New York bankruptcy judge on Wednesday said he was inclined to approve three private equity firms’ commitment to put $25 million toward KIT Digital Inc.’s reorganization, but held off on the ruling because of a last-minute announcement that an equity committee is being formed.
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May 22, 2013
Pfizer Plans Stock Swap To Exit Thriving Animal Health Biz
Pfizer Inc. on Wednesday outlined plans for shedding the rest of its majority stake in animal health unit Zoetis Inc. after a $2.2 billion initial public offering earlier this year, extending an offer for investors to swap their Pfizer stock for Zoetis shares at a discount.
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May 22, 2013
Brookfield Closes $163M Hostile Deal For Western Wind
Canada's Brookfield Renewable Energy Partners LP acquired the last of Western Wind Energy Corp.'s stock on Tuesday, squeezing out the remaining minority holders and closing out a $163 million hostile takeover that began last summer.
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May 22, 2013
Clearwire Endorses Higher Bid From Sprint As Clock Ticks
Clearwire Corp. on Wednesday approved a sweetened, $3.40-per-share offer from Sprint Nextel Corp., not wasting any time as it hustles to secure shareholder approval before a June 1 interest payment it appears likely to miss.
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May 22, 2013
Deals Rumor Mill: Carlyle, Saks, Sony
Carlyle is hoping to raise $2 billion more for Japan-focused investments that will cement its place as a private equity leader in the country, while Sony has opened itself to negotiations with an activist hedge fund that insists the sputtering company should consider an IPO.
Expert Analysis
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Bazaarvoice-PowerReviews Merger Case: Where's The Beef?
Reading the U.S. Department of Justice's complaint challenging the consummated merger between Bazaarvoice Inc. and PowerReviews Inc. reminds me of the old Wendy’s commercial in which a little old lady looks at a tiny fast-food hamburger and asks, “Where’s the beef?” The absence of actual evidence of anti-competitive impact sits at odds with successful post-merger challenges, says David Balto of the Law Offices of David A. Balto.
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Rise Of The Machines — Predictive Coding Goes Mainstream
The pros of using predictive coding far outweigh the cons. Given the heavy pressure on law firms and in-house counsel to reduce discovery costs, as well as the Justice Department's recent stance on the subject, it appears predictive coding will continue to emerge from the obscure world of legal technology to the mainstream of legal practice, say Michael Moscato and Myles Bartley of Curtis Mallet-Prevost Colt & Mosle LLP.
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PE Investors Should Consider Behavioral Health
As demand for behavioral health services increases, and those individuals with need have insurance that will pay for it, the growth potential for behavioral health services is significant. Private equity investors are well-poised for jumping into this market to bring new business models and innovation to the industry, say attorneys with McGuireWoods LLP.
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SEC’s Unbundling Rules Get Breath Of Life
The U.S. Securities and Exchange Commision’s “unbundling” requirements have largely been the stuff of SEC lore — periodically referred to but rarely seen in corporate governance matters. However, thanks to the high profile dispute between David Einhorn’s Greenlight Capital and Apple, the unbundling rules may finally be coming out of the shadows, say attorneys with King & Spalding LLP.
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Recent Trends In M&A And Corporate Fiduciary Litigation
In 2012, shareholders challenged 93 percent of all merger and acquisition transactions with a value greater than $100 million and 96 percent of M&A transactions with a value greater than $500 million. In other words, it almost is inevitable nowadays that litigation will follow a merger or going private announcement — with an average of about five lawsuits per transaction, say attorneys with Arnold & Porter LLP.
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5 Reasons For Optimism In The Venture Capital Community
Not every company can be the next Facebook. But thankfully, for many startups, generating one billion users is not the end goal, nor should it be. Enter “narrowcasting” — one of a few reasons to be optimistic about venture capital, despite the first quarter of 2013 being the slowest for fundraising since 2002, says David Kaufman of Thompson Coburn LLP.
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Know The IRS Stance On Acquisition Deduction Issues
In the past, the IRS informally warned taxpayers not to seek technical advice on the applicability of the “which day” rule in the acquisition contex because they might not be happy with the agency's position. These statements were prescient, as the IRS recently released guidance on the subject, say attorneys with Paul Hastings LLP.
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A Model For Facing Meritless Derivative Suits In Pa.
The decision by the Allegheny County Court of Common Pleas in In re H.J. Heinz Co. Derivative and Class Action Litigation represents a faithful application of the American Law Institute’s Principles of Corporate Governance, which were formally adopted by the Pennsylvania Supreme Court in the landmark decision Cuker v. Mikalauskas, say attorneys with Dechert LLP.
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Appraisal Rights — The Next Frontier In Deal Litigation?
Although it is too early to predict whether we will see a true wave of appraisal cases, current market conditions and developments suggest that dissenters’ rights may merit a reappraisal, say attorneys with Kirkland & Ellis LLP.
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SEC Tees Up Private Equity Enforcement Issues
Recent remarks by Bruce Karpati, chief of the Asset Management Unit of the U.S. Securities and Exchange Commission, as well as recent enforcement cases by the SEC, demonstrate an increased focus on the private equity sector — in particular, on aggressive fundraising disclosures, conflicts of interest and “zombie funds,” among other things, say Scott Naidech and Garrett Lynam of Chadbourne & Parke LLP.