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Mergers & Acquisitions
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May 21, 2013
Incoming UK Antitrust Chief Vows More Efficiency
The U.K.'s Office of Fair Trading on Tuesday named four new directors to lead its cartels, mergers and economics units as the incoming leaders of the country's new competition regime continued to vow faster, more efficient enforcement.
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May 21, 2013
Feds Oppose Settlement Behind $320M LifeCare Sale
The U.S. government asked a Delaware bankruptcy judge Tuesday to reject a deal underpinning the $320 million sale of private equity-owned LifeCare Holdings Inc., saying the proposed settlement is impermissible because it would pay the hospital group's unsecured creditors ahead of federal tax claims.
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May 21, 2013
NetSpend Investors Can’t Block $1.4B Sale Over PE Favoritism
A Delaware Chancery judge on Tuesday denied a bid by NetSpend Corp. shareholders to block the prepaid debit card provider’s planned $1.4 billion sale for allegedly favoring two private equity shareholders, ruling the investors hadn’t shown they could scuttle the deal at trial.
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May 21, 2013
NFP Directors Sued Over $1.3B Madison Dearborn Deal
The directors and executives of brokerage services firm National Financial Partners Corp. were hit with a proposed shareholder class action Tuesday over its April deal to be acquired by private equity investment firm Madison Dearborn Partners LLC for $1.3 billion.
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May 21, 2013
BNY Mellon Win In Lyondell LBO Case Upheld By NY Court
A New York state appeals court on Tuesday said Bank of New York Mellon Corp. did not breach a fiduciary duty in its handling of Basell AF SCA's leveraged buyout of Lyondell Chemical Co. that bankrupted both companies, affirming a lower court's decision.
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May 21, 2013
Appeals Court Backs RE Mogul In Nursing Home Buyout Row
A New York state appellate court on Tuesday unanimously affirmed decisions in favor of real estate investor Rubin Schron and against Mariner Health Care Inc. and others in a nursing home purchasing dispute, saying the defendants’ new evidence was cumulative and would not have changed the outcomes.
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May 21, 2013
Dechert Advises Morgan Creek In Signet Funds Deal
Investment advisory firm Morgan Creek Capital Management has inked a deal to scoop up the alternative funds business of Signet Capital Management Ltd., nabbing two new European footholds in the process, the company announced Tuesday.
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May 21, 2013
Novo To Lay Down $700M For Antibiotics Specialist Xellia
Novo A/S, the holding company for Danish drugmaker Novo Nordisk A/S, has agreed to purchase majority venture capital-owned Norwegian antibiotic drug specialist Xellia Pharmaceuticals A/S for $700 million, the companies announced Tuesday.
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May 21, 2013
McCarter Nabs Sullivan & Worcester PE Fund Pro In NY
Veteran private equity and venture capital attorney Joseph W. Bartlett, counsel for Greylock Partners and Bain Capital LLC in their early years, has joined McCarter & English LLP as a special counsel in New York, McCarter said Monday.
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May 21, 2013
Highmark Says UPMC Can't Fight Sanctions In Antitrust Row
Highmark Inc. on Tuesday defended its bid for sanctions against The University of Pittsburgh Medical Center in the contentious antitrust battle over Highmark’s acquisition of West Penn Allegheny Health System Inc., saying UPMC has created an “alternate universe” by staunchly opposing the sanctions.
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May 21, 2013
Yahoo To Take 4 Floors At Former NY Times Building
Yahoo Inc. will move its 500 New York employees from several Manhattan offices to four stories at the former New York Times building in connection with its $1.1 billion acquisition of Tumblr, CEO Marissa Mayer announced at a press conference following the merger announcement Monday.
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May 21, 2013
Deals Rumor Mill: Dish, Alere, Raytheon
Dish Network's chairman served up a $2 billion offer for wireless spectrum controlled by bankrupt LightSquared, while an activist investor is ratcheting up pressure on multibillion-dollar life sciences firm Alere to seek out a buyer.
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May 21, 2013
Philip Morris To Pay $700M For Slim's Slice Of Mexican JV
Tobacco giant Philip Morris International Inc. will put up about $700 million to buy the slice of its Mexican business that it doesn't already own in a deal that will lift ownership from a longtime partner, Mexican tycoon Carlos Slim, the company said Tuesday.
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May 21, 2013
KKR To Sell $255M Stake In Australia's Seven West Media
Private equity titan KKR & Co. LP has begun to sell off its entire AU$260 million (US$254.9 million) stake in Australia's Seven West Media Ltd., operator of the biggest free-to-air television network Down Under, Seven West announced in an exchange filing Tuesday.
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May 21, 2013
Oreck Reaches Deal With Creditors On Expedited Asset Sale
Bankrupt vacuum cleaner manufacturer Oreck Corp. and its unsecured creditors on Tuesday came to a working agreement on a streamlined asset sale to an inside stalking-horse buyer, assuaging some concerns by creditors that Oreck was trying to skirt reorganization plan requirements and other creditor protections.
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May 21, 2013
BlackRock Buys PE Adviser To Double Real Estate Holdings
Global investment manager BlackRock Inc. will add $12 billion in new global real estate assets to its management portfolio, concentrated in Asia and Europe, with a new deal to buy private equity advisory firm MGPA Ltd., according to a Tuesday statement.
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May 21, 2013
Akin Gump Aids Laredo On $438M Asset Sale To EnerVest
Laredo Petroleum Holdings Inc. will sell all of its oil and gas assets in the Anadarko Basin in Oklahoma and Texas to EnerVest Ltd. for $438 million in cash, the Oklahoma-based independent energy company said Tuesday.
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May 21, 2013
Marine Harvest Mulls Hiking $1.7B Buyout Bid For Cermaq
Norwegian fish farmer Marine Harvest ASA confirmed Tuesday that it would consider raising its $1.7 billion bid for rival Cermaq ASA if the target company scraps plans to pick up a Peruvian fish meal manufacturer through an acquisition of its own.
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May 21, 2013
Sprint's Sweetened $2.5B Bid Delays Clearwire Vote
Sprint Nextel Corp. upped its controversial takeover bid for Clearwire Corp. to about $2.5 billion just hours before it was set to go before Clearwire shareholders Tuesday, pushing the meeting until next week and giving Clearwire’s board and disgruntled investors plenty to think about.
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May 20, 2013
Brazilian Antitrust Watchdog Clears Merger Case Backlog
Brazil's antitrust watchdog proposed Friday blocking Armco Staco SA from buying Mangels Industrial SA's metallic barriers unit, clearing the final case from the agency's backlog of mergers filed almost a year ago as the country overhauled its merger regime.
Expert Analysis
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FERC's Unclear Guidance On Horizontal Market Power
In declining to authorize a transaction among MACH Gen LLC, Saddle Mountain Power LLC and New Harquahala Generating Company LLC, the Federal Energy Regulatory Commission has provided some guidance regarding when the transfer of control is sufficient to mitigate the failure of FERC’s horizontal market power screens but with little clarity, say attorneys with Akin Gump Strauss Hauer & Feld LLP.
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'Hot' Documents Do Not Tell The Whole Story In Antitrust
A recent Law360 Expert Analysis piece used the complaint against the Bazaarvoice Inc./PowerReviews Inc. merger to illustrate the importance of “hot” documents. While these documents are always helpful to catch the interest of the press, a busy judge or an unsophisticated jury, antitrust cases are usually resolved on economics and facts, not snippets from emails or musings from corporate MBAs, says David Balto, a former policy director of the Federal Trade Commission.
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Ins And Outs Of Iran Disclosure In SEC Filings
Although the annual reporting season has ended for many public companies, the determination whether disclosure under the Iran Threat Reduction and Syria Human Rights Act of 2012 is required must be performed on a quarterly basis, say Laura Richman and Michael Hermsen of Mayer Brown LLP.
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Antitrust Lessons From Interplay Of Hospitals, Doc Groups
Administrators of hospitals and medical specialty groups have much to learn from four recent cases brought by the federal antitrust regulators and private parties claiming violations of the Sherman and Clayton Acts. Not paying sufficient attention to antitrust perception can create unwelcome responses, say Steve Murphy and Les Levinson of Edwards Wildman Palmer LLP.
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The Intersection Of National Security And Bankruptcy
There is little doubt that bankruptcy judges may be in the best position to submit a foreign investment transaction to the Committee on Foreign Investment in the United States. Although such a shift may alter the economics of foreign investment in U.S. bankruptcies, the ultimate certainties for debtors, bidders, creditors and others may be well worth any delays and costs incurred, say Richard Chesley and Daniel Simon of DLA Piper.
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More International Insolvencies Test Limits Of Ch. 15
With more cross-border insolvencies being filed, and more petitions for recognition of foreign proceedings coming before U.S. bankruptcy courts, it is clear that the outlines of Chapter 15 will continue to be limned. It is also clear that the question of comity in Chapter 15 proceedings will figure prominently in those proceedings and in the continued development of this area of the law, says Kevin Ray of Greenberg Traurig LLP.
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Are All MOEs Created Equal?
Even though the term “merger of equals” may not hold specific legal meaning or carry specific legal consequences, dealmakers should be aware that use of the label may create certain expectations for parties, shareholders and the market generally — including a certain degree of parity in the contract, economic terms and “social” issues, say attorneys with Kirkland & Ellis LLP.
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How Lawyers Benefit From Early Neutral Evaluation
Early neutral evaluation usually asks a retired judge to consider one party’s case, as if preparing to rule on summary judgment or presiding over a bench trial. Effective evaluation can supply a reality check on a case — it gives the lawyer the gift of seeing the case as others see it, says James Rosenbaum, a panelist with JAMS and former U.S. district judge for the District of Minnesota.
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FERC Decision Sheds Light On The Importance Of Mitigation
A recent Federal Energy Regulatory Commission decision marks a rare instance of FERC flatly rejecting a proposed sale of a power plant under Section 203 of the Federal Power Act and provides some insight as to what FERC considers to be sufficient mitigation when a proposed transaction raises horizontal market power concerns, say attorneys with Latham & Watkins LLP.
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The Disappearing Act Of Ch. 11 Business Cases
While the swell in bankruptcy filings in 2009-2010 appeared to be large enough to keep practitioners busy for a number of years, certain unprecedented factors pulled the number of companies seeking Chapter 11 restructuring outside the economic malaise and the direction of the profession has obviously been changed forever. However, these changes do not mean that the day of the long, traditional bankruptcy is over, say attorneys with Arnstein & Lehr LLP.