Mergers & Acquisitions

  • July 30, 2015

    Relativity Media Files For Bankruptcy, Eyes Quick Sale

    Film and television production company Relativity Media LLC filed for bankruptcy protection Thursday in New York to restructure its debts, saying it has $45 million in financing set up and is looking to quickly sell some of its business units.

  • July 30, 2015

    AbbVie Says Chancery Rightly Axed Suit Over Failed Inversion

    AbbVie Inc. told the Delaware Supreme Court late Wednesday that the Chancery Court was right to toss shareholders' records demands investigating the failed $55 billion merger with Shire PLC, which fell apart amid an Obama administration crackdown on tax-driven inversions, arguing there was no proper purpose for the probe.

  • July 30, 2015

    Shell Nets $1.4B In Sale Of Japanese Downstream Biz Stake

    Japanese-based oil refiner Idemitsu Kosan Co. Ltd. has agreed to pay roughly 169 billion yen ($1.4 billion) for a 33.24 stake in Royal Dutch Shell PLC-owned Japanese energy company Showa Shell Sekiyu KK, the companies said on Thursday.

  • July 30, 2015

    Shell To Cut Workers, Investment As Oil Prices Stay Low

    Royal Dutch Shell PLC said on Thursday that it plans on cutting jobs, reducing investment and looking into selling off assets amid a fall in profit and months of depressed oil prices.

  • July 30, 2015

    Frontier/Verizon Deal Should Serve Public, Group Tells FCC

    A California nonprofit asked the Federal Communications Commission on Wednesday to hold Frontier Communications Corp. accountable for promises that its $10.5 billion purchase of wireline operations from Verizon Communications Inc. in California, Florida and Texas would benefit the public.

  • July 30, 2015

    Corporate Tax Code Needs Reform, Senate Panel Hears

    A host of business leaders on Thursday lobbied a U.S. Senate committee for relief from high corporate tax rates, saying the current system pressures them to relocate overseas and makes their companies vulnerable to buyouts by foreign rivals.

  • July 30, 2015

    PE Exits Mushroom To $125B In 2nd Quarter

    Aided by rising valuations, private equity exits exploded to a record $125 billion in the second quarter, marking an 80 percent jump from the first-quarter exit volume of $70 billion, according to a report Wednesday from industry trade group Private Equity Growth Capital Council.

  • July 30, 2015

    Skadden-Led Blank Check Co. Beats Target With $180M IPO

    Easterly Acquisition Corp., a Massachusetts-based blank check company formed by Easterly Capital LLC for effecting mergers or similar deals in the financial services sector, topped its target on Thursday by raising $180 million in an initial public offering steered by Skadden Arps Slate Meagher & Flom LLP.

  • July 30, 2015

    Delphi Boosts Auto Biz With $1.7B HellermannTyton Buy

    U.K.-based Delphi Automotive PLC on Thursday revealed a handful of transactions meant to bolster its ability to provide electronics components to the auto industry, including the £1.07 billion ($1.7 billion) purchase of cable product manufacturer HellermannTyton Group PLC.

  • July 30, 2015

    Holland & Knight Nabs Troutman Corp. Pro For Atlanta Office

    Holland & Knight LLP has recruited a former Troutman Sanders LLP corporate partner experienced in advising technology, telecommunications and banking companies in securities offerings and mergers and acquisitions to bolster its public companies and securities practice group in Atlanta, the firm said on Wednesday.

  • July 30, 2015

    China's HNA Picks Up Swissport From PAI Partners For $2.8B

    European private equity firm PAI Partners said Thursday that it has struck a deal to sell luggage handling company Swissport International Ltd. for 2.7 billion Swiss francs ($2.8 billion) to Chinese conglomerate HNA Group Co. Ltd, which owns China's fourth largest airline.

  • July 29, 2015

    Hotel Sector Hitting M&A Stride Amid Growth, Cheap Money

    The recent mergers and acquisitions boom in hotel operating and investment companies will continue gaining ground in the face of healthy revenue growth, cheap debt and a capital markets environment that makes going public tough for some smaller companies, experts say. 

  • July 29, 2015

    Novartis Spins Off 3 Drugs To New UK Biopharma Company

    Novartis AG has sold three midstage clinical drugs to a newly formed U.K.-based pharmaceutical company in exchange for equity, the pharmaceutical giant announced on Wednesday.

  • July 29, 2015

    Deals Rumor Mill: Siemens, Bombardier, ConAgra, Huntsman

    Siemens AG has held early talks to combine its rail unit with Bombardier Inc.’s train business, while ConAgra Foods Inc.'s sale of its private-label food packaging unit has already attracted interest from other packaged foods companies and private equity firms, and Texas chemical company Huntsman Corp. considers selling a stake in its pigment unit through an initial public offering.

  • July 29, 2015

    European Commission OKs Mylan's Hostile Perrigo Takeover

    The European Commission has cleared drugmaker Mylan NV to acquire Irish pharmaceutical company Perrigo Co. PLC, Mylan announced Wednesday, bringing it a step closer to closing the $35.6 billion hostile bid, which Perrigo rejected earlier this year.

  • July 29, 2015

    PE Firm Kelso & Co. Joins US LBM Holdings Ownership Group

    Kelso & Co. has acquired a majority of the equity interests in private equity-owned US LBM Holdings LLC, the companies said Wednesday, adding to Kelso's portfolio a company that provides building materials to builders, remodelers and specialty contractors throughout the U.S.

  • July 29, 2015

    Aircraft Co. TransDigm Drops $325M For Calif. Manufacturer

    Aircraft parts supplier TransDigm Group Inc. said on Tuesday it will buy California-based hydraulic system components manufacturer PneuDraulics Inc. for $325 million, marking another major acquisition for the company this year.

  • July 29, 2015

    Books-A-Million Investor Sues To Halt $21M Buyout Deal

    An investor in retail chain Books-A-Million Inc. launched a lawsuit in Delaware Chancery Court on Tuesday seeking to halt a proposed $21 million takeover by controlling shareholder and Chairman Clyde B. Anderson, arguing that it undervalues the company and that minority stakeholders rejected a similar deal three years ago.

  • July 29, 2015

    Lone Star To Drop $1B Cash On UK Property Developer

    Continuing its acquisitions-fueled expansion in the U.K., private equity firm Lone Star Funds said Wednesday it has agreed to drop £700 million ($1.1 billion) cash on property developer Quintain Estates & Development PLC.

  • July 29, 2015

    PE Firm Great Hill Drops $218M For British HR Software Co.

    British employee engagement software firm Reward Gateway said Wednesday it has been purchased by U.S. private equity firm Great Hill Partners LP for £140 million ($218.8 million) from London-based Inflexion Private Equity, a deal it says will fuel product and geographic expansion.

Expert Analysis

  • A Study Of Recent Delaware Appraisal Decisions: Part 3

    Philip Richter

    One of the key practice points arising out of recent decisions in Merlin v. Autoinfo, Owen v. Cannon, and Longpath v. Ramtron is that an acquiror should outline in some detail the cost savings expected from a merger. References to anticipated savings embedded in assumptions for projections or in an investment memorandum may not be sufficient, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • A Study Of Recent Delaware Appraisal Decisions: Part 2

    Steven Epstein

    The Delaware Chancery Court now primarily or exclusively relies on the merger price to determine fair value when the merger price is a particularly reliable indication of value and the standard financial valuation analyses — discounted cash flow and comparables — are particularly unreliable. All of the recent cases meeting these parameters have involved disinterested transactions, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Screened Selection In Party-Appointed Arbitrations

    Charles B. Rosenberg

    The International Institute for Conflict Prevention & Resolution's screened selection process for party-appointed arbitrators is a simple compromise between the positions of those who believe the existing system of party appointments should remain unchanged and those who would overhaul the system, say Charles Rosenberg of White & Case LLP and Olivier Andre of the International Institute for Conflict Prevention & Resolution.

  • A Study Of Recent Delaware Appraisal Decisions: Part 1

    Philip Richter

    In a break with past practice, several times in recent months, the Delaware Chancery Court has relied primarily or exclusively on the merger price to determine fair value in appraisal cases. However, we note that the court’s reliance on merger price is still limited, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Drafting Documentation Principles In Acquisition Financing

    Excerpt from Lexis Practice Advisor
    Andrew Bettwy

    Identifying the appropriate precedent documentation is often the key element of documentation principles. In addition, the level of deference given to the precedent documentation is often a heavily negotiated point, say Andrew Bettwy and Glen Lim of Proskauer Rose LLP.

  • Where’s The Exit? New Opportunities In China For PE Firms

    Dean Collins

    With a deepening of China’s A-share market, it has become more attractive for private equity firms to sell their interest in a portfolio company to a Chinese listed company, although it has been unclear how, on account of regulatory constraints, this could be achieved for foreign sellers. A recent transaction has thrown interesting light on this issue, say attorneys with Dechert LLP.

  • Fair Proxy Voting: Why Section 14(a) Needs Scienter

    Caleb J. Bartel

    Section 14(a)’s current interpretation sacrifices early discovery and corrective disclosures for the risk of strike suits having little to do with informed voting. Requiring a showing of scienter in post-closing damages cases will change the wait-and-see incentive by eliminating its benefit, says Caleb Bartel of Irell & Manella LLP.

  • Ex Ante Vs. Ex Post: Janis Joplin’s Yearbook Revisited

    Paul E. Godek

    Fisher and Romaine’s well-known article, “Janis Joplin’s Yearbook and the Theory of Damages,” argues that commercial damages should be measured as of the time the challenged act occurred, an approach that has generally been favored. However, their argument is somewhat contrived, says Paul Godek, principal at MiCRA and a former economic adviser at the Federal Trade Commission.

  • Free Your Advance Notice Bylaws From Ambiguities

    Eduardo Gallardo

    Stockholders pay close attention to advance notice bylaw provisions and are not afraid to use ambiguities to their advantage, and Delaware courts will often construe those bylaws against the drafter and in favor of the stockholder, as seen in Hill International v. Opportunity Partners, say attorneys with Gibson Dunn & Crutcher LLP.

  • Conditionality And Other Considerations In M&A Financing

    Excerpt from Lexis Practice Advisor
    Andrew Bettwy

    Financing conditions in acquisition agreements largely fell out of favor in recent years as sellers increasingly refused to assume financing risk. As a result, buyers have turned their attention to financing commitment conditionality with laser-like focus, say Andrew Bettwy and Glen Lim of Proskauer Rose LLP.