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Mergers & Acquisitions
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May 9, 2013
Apache Preps $4B In Asset Sales, $2B Stock Buyback
Texas energy giant Apache Corp. announced plans Thursday to sell roughly $4 billion in assets by the end of 2013 and buy back up to $2 billion of its own stock from shareholders, sending the stock surging as investors responded positively to the blockbuster share buyback plan.
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May 9, 2013
Sullivan & Worcester Adds M&A Tax Pro From Greenberg
A veteran attorney who specializes in structuring the taxation aspects of mergers and acquisitions has left Greenberg Traurig LLP to join Sullivan & Worcester LLP as a partner in the firm's Boston office, Sullivan said Wednesday.
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May 9, 2013
Baker Botts Adds Trio of Partners To Offices In NY, DC
Baker Botts LLP has lured a trio of experienced partners to its Washington and New York offices, significantly boosting its transactions and securities practices and its expertise in energy matters, the firm announced this week.
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May 9, 2013
Consol Strikes $43M Deal With CNX Investors Over Buyout
Former minority shareholders of CNX Gas Corp. will receive $42.7 million to settle a class action that challenged Consol Energy Inc.'s $960 million deal to take CNX private in 2010, according to documents filed Wednesday in Delaware Chancery Court.
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May 9, 2013
WilmerHale Leads $241M Carlyle Sell-Off Of SS&C Shares
The Carlyle Group, whose funds are currently SS&C Technologies Holdings Inc.'s largest shareholder, is getting ready to sell off about $241 million worth of shares — or about half of its holdings in the financial software company, according to a Wednesday regulatory filing.
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May 9, 2013
AXA Can't Seek Punitive Damages Over $1.5B ING Sale
AXA SA can't pursue punitive damages or claims alleging ING Groep NV hid union-organizing activity at a Mexico-based insurer before ING sold it to AXA for $1.5 billion, a New York state appeals court ruled Thursday.
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May 9, 2013
Littlejohn Unloads Thriving Food Unit In Sale To THL
Private equity firm Littlejohn & Co. LLC is unloading its prepared food unit, CTI Foods Holding Co. LLC, to Thomas H. Lee Partners LP after a three-year ownership run that saw the company swell into a premier provider of foods to major restaurant chains, Littlejohn said Thursday.
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May 9, 2013
Deals Rumor Mill: Microsoft, Facebook, Billabong
Microsoft sends Barnes & Noble shares skyward by offering $1 billion for the bookseller’s stake in its Nook e-reader and digital books unit, while Facebook is closing in on a 10-figure deal of its own to swallow up an Israeli startup that would beef up its mapping capabilities.
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May 9, 2013
Ferro, Activist Investors Reach Deal In Proxy Fight
Ferro Corp. and a group of activist fund investors have settled a contentious proxy fight by agreeing to nominate two of the three board candidates sought by the fund group, the Ohio-based chemical company said Wednesday.
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May 8, 2013
REIT Two Harbors Makes Play For Mortgage Servicing Rights
Real estate investment trust Two Harbors Investment Corp. said Wednesday that it would use the acquisition of a small mortgage servicer to expand into what is quickly becoming a hot corner of the market as big banks shed their servicing portfolios.
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May 8, 2013
Viacom Asks Del. High Court To Ax $300M 'Rock Band' Award
Viacom International Inc. on Wednesday asked the Delaware Supreme Court to vacate a court-affirmed arbitration award to shareholders of the company that created "Rock Band" over their 2006 merger, contending it was prevented from presenting key evidence that would have lowered the payment by $191 million.
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May 8, 2013
Petronas Eyes Brazil With $850M Oil Block Buy From OGX
A subsidiary of Malaysian energy firm Petroliam Nasional Bhd. has reached an $850 million deal to purchase an interest in two offshore oil blocks in Brazil’s Campos Basin from oil company OGX Petroleo e Gas Participacoes SA, according to a Sunday statement.
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May 8, 2013
Bankrupt Big M Drops Auction As Rival's Bid Stands Alone
With only one bid coming in by the Monday deadline, the bankrupt owner of clothing stores Mandee and Annie Sez asked a New Jersey federal judge on Tuesday to cancel Wednesday’s auction and will seek to have rival clothing retailer YM Inc. named the winner.
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May 8, 2013
ING Plans IPO For European Insurance Unit
After taking its American unit public last week, Dutch insurer ING Groep NV on Wednesday announced a similar plan for its European business, continuing efforts to repay a €10 billion ($13.2 billion) government bailout.
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May 8, 2013
China Dairy Giant Drops $410M To Boost Stake In Supplier
China Mengniu Dairy Co Ltd., China’s largest milk products supplier has reached a $410 million deal to purchase more than a quarter interest in China Modern Dairy Holdings Ltd., the biggest dairy farming company in the country, the company said Wednesday.
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May 8, 2013
Trustee Wants Universal Health Care To Move To Ch. 7
The Chapter 11 trustee overseeing Universal Health Care Group Inc.’s bankruptcy case asked Tuesday for the proceedings to be converted to Chapter 7 liquidation after the health maintenance organization, which is also the subject of a federal fraud investigation, tried to sell the business but couldn’t close the deal.
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May 8, 2013
Sainsbury To Pay $440M To Take Full Control Of Banking JV
British supermarket giant Sainsbury Group PLC will fork over £284 million ($440 million) to buy out Lloyds Banking Group PLC's share of a 16-year-old banking joint venture the two have operated, the company said Wednesday.
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May 8, 2013
3i Nets $605M In Latest Sale Since Activist Turned Up Heat
Floundering private equity outfit 3i Group PLC will sell IT services provider Civica Group Ltd. to a Canadian pension fund for £390 million ($604.6 million), it said Wednesday, its latest big-ticket sale since an activist investor's buy-in ramped up scrutiny on its divestment-centric turnaround strategy.
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May 8, 2013
Health Care REIT Drops $1B On Canadian Senior Home JV
Health Care REIT Inc. has agreed to take over a majority interest in a Canadian senior housing community joint venture with Revera Inc. for roughly $1 billion in cash and assumed debt, the Ohio-based health care facility owner said Wednesday.
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May 8, 2013
Deals Rumor Mill: Sprint, Bain Capital, Bankia
Sprint is holding its financial records close as it remains skeptical of Dish — which has insisted its $25.5 billion takeover bid is superior to a rival's offer — and its ability to deliver on its promises, while Bain Capital again finds itself a finalist for an asset anticipated to fetch more than $1 billion.
Expert Analysis
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Successful Life Science Collaborations Require Flexibility
The life sciences companies that get the most value out of collaborative relationships are the ones that continue to pay attention to the parties’ strategic objectives long after the ink on the contract is dry, that maintain regular, open dialog at the senior-most levels of the organization, and that aren’t afraid to put the contract aside and think about new and better ways to achieve individual and collective goals — even if it means completely restructuring the relationship, say Gerald Quirk and David Wittenberg of Choate Hall & Stewart LLP.
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PE Fund Considerations In Light Of Del.’s LLC Debate
Partners of private equity funds and other investment partnerships should take notice of recent Delaware court decisions that have created some uncertainty over whether Delaware Limited Liability Company managers owe “default” fiduciary duties. This uncertainty highlights the often ignored need for private equity funds to specify the scope of fiduciary duties for holding companies of portfolio investments, say attorneys with Pepper Hamilton LLP.
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Clarification From High Court On State Action Exemption
On Feb. 19, the U.S. Supreme Court reversed the Eleventh Circuit's decision in Federal Trade Commission v. Phoebe Putney Health System Inc. and found that a merger of two Georgia hospitals was not immune from the federal antitrust laws under the “state action” exemption. The ruling provides clearer guidance to municipalities and even private actors exercising authority delegated by a state, says Steven Cernak of Schiff Hardin LLP.
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How Tweaking The UK Takeover Code Affects Private Equity
The U.K. Takeover Panel will likely implement changes to the City Code on Takeovers and Mergers in early 2013, resulting in a number of notable impacts — particularly for private equity deals, say Guy Lewin-Smith and Katherine Elizabeth Murray of Debevoise & Plimpton LLP.
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Hong Kong Equities Look For Brighter 2013
After three years in a leading role in primary equity capital raising, Hong Kong’s equity markets retreated sharply in 2012. But with the successful closing of the IPOs of PICC Group and China Machinery Engineering in December, and the Hang Seng Index close to an 18-month high, the Hong Kong markets seem poised for positive momentum in 2013, say Christopher Betts and Alec Tracy of Skadden Arps Slate Meagher & Flom LLP.
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The Dog That Didn’t Bark: CFIUS Clearance Of A123
The recent uneventful clearance of Wanxiang Group's acquisition of bankrupt battery manufacturer A123 Systems Inc. is evidence that even when politics, protectionism and xenophobia appear to be significant obstacles, the Committee on Foreign Investment in the United States will not raise objections if it believes no security issues exist. With proper planning and transparency, even politically controversial transactions can successfully negotiate the CFIUS process, say Paul Marquardt and Richard Bidstrup of Cleary Gottlieb Steen & Hamilton LLP.
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7 Resolutions For Legal Industry Marketing In 2013
The New Year is still in its infancy, and there is no better time to craft a list of professional resolutions. To ease into the process, consider seven easy steps for super-charging your marketing and communications efforts in 2013, says Michael Bond of Blattel Communications.
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Get Ready For More Private Equity Regulation
Recent regulatory inquiries, coupled with the ongoing trend of investors shifting more of their assets to private equity funds, suggest that we will see increased scrutiny of the PE industry in the coming years. As such, PE firms will begin to feel pressure to develop or refine compliance plans for their own firms as well as any acquired companies, and will need to provide assurance that the requirements of anti-bribery, privacy and other applicable laws are being heeded, says Kenneth Yormark of Navigant.Consulting Inc.
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Indy Downs: Lock-Up Agreements Are A Valuable Tool
A Delaware bankruptcy court's recent holding in In re Indianapolis Downs LLC should provide substantial comfort to creditors negotiating the terms of a potential plan with debtors following the petition date, say attorneys with Latham & Watkins LLP.
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Latent Copyright Termination — Notes For The Unwary
Exercise of the termination right under the Copyright Act of 1976 is likely to become more common as we enter a period in which assignment and license grants made under the act become eligible for termination. Attorneys representing buyers in any industry in which copyrights may constitute an important part of the target's intellectual property assets will need to consider carefully the risk posed by the termination right, says Ivan Rothman of Squire Sanders LLP.