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Mergers & Acquisitions
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October 25, 2024
Judge Wants More Clarity About Alex Jones Ch. 7 Asset Sales
A Texas bankruptcy judge deferred ruling on a motion from the Chapter 7 trustee in the bankruptcy of right-wing media fabulist Alex Jones to conduct sales of certain of the estate's assets, saying he wants to know whether the parties to the case anticipate future litigation on the trustee's ability to sell the assets.
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October 25, 2024
Big Lots Inc. Gets OK For Oct. 30 Ch. 11 Asset Auction
A Delaware bankruptcy judge Friday approved discount retailer Big Lots Inc.'s plans to put itself on the block next week after hearing the provider of the baseline bid for the sale had secured the financing for its $760 million offer.
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October 25, 2024
Taxation With Representation: Davis Polk, Skadden, Kirkland
In this week's Taxation With Representation, Atlantic Union Bankshares Corp. absorbs Sandy Spring Bancorp, Sophos and Secureworks merge, Wendel Group takes a stake in Monroe Capital LLC, and Acuity Brands Inc. buys QSC LLC.
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October 25, 2024
MVP: Davis Polk & Wardwell's Oliver Smith
Oliver Smith of Davis Polk & Wardwell's mergers and acquisitions practice was a leader on the team that advised ExxonMobil Corp. on its blockbuster $60 billion acquisition of Pioneer Natural Resources and Truist Financial Corp. on the sale of its remaining stake in Truist Insurance Holdings at a $15.5 billion enterprise value, earning him a spot as one of the 2024 Law360 M&A MVPs.
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October 24, 2024
Colo. Says Grocers' Execs Get Paid, No Matter The Fallout
Colorado told a state judge Thursday that consumers bear the risk in a proposed $24.6 billion merger between Kroger Co. and Albertsons, arguing grocery executives will still get their multimillion-dollar payouts even if prices go up or stores close.
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October 24, 2024
FTC Official Doubts Election Will Deter Antitrust 'New Era'
The Federal Trade Commission's Bureau of Competition director defended the agency's new guidelines and its track record during a wide-ranging discussion at the 34th annual Golden State Institute on Thursday, and he expressed confidence that whichever presidential candidate wins, a new administration won't deter this "new era" of FTC antitrust enforcement actions.
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October 24, 2024
Truth Social SPAC Founder Wants $1M Award For Payout Suit
The investment sponsor of the special purpose acquisition company, or SPAC, that took former President Donald Trump's Truth Social media company public has asked for a $1 million fee award for driving the Delaware Chancery Court litigation over the Trump camp's attempts to slash a SPAC deal stock conversion ratio that would have cost some preferred investors millions.
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October 24, 2024
FTC Probing Boeing's $4.7B Spirit Aero Takeover
The Federal Trade Commission wants to know more about Boeing's $4.7 billion plan to take over aircraft parts maker Spirit AeroSystems before it decides whether to sign off on the transaction, new filings have revealed.
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October 24, 2024
Cooper Hefner's $100M Bid To Buy Playboy Brand Is Rejected
The owner of Playboy, PLBY Group Inc., has turned down a reported $100 million offer from Cooper Hefner, the youngest son of late founder Hugh Hefner, to buy the Playboy brand, stating Thursday that the bid is too low.
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October 24, 2024
DOJ, DOT Launch Inquiry Into Air Travel Competition
The U.S. departments of Justice and Transportation said Thursday that they're launching a joint inquiry into the state of competition in air travel, the latest in a run of Biden administration competition- and consumer-driven initiatives.
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October 24, 2024
Chancery Won't Block Dura Medic Merger Insurance Claims
Dura Medic, a private equity-controlled medical equipment supplier, and its directors and officers won their bid Thursday in Delaware's Court of Chancery to beat back, for now, a request for a temporary restraining order blocking a settlement that could put a $5 million directors and officers insurance policy beyond the reach of the previous owners' damage claims.
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October 24, 2024
Katten, Hogan Lovells Guide Tampa Bay Lightning Stake Sale
The duo behind Blue Owl Capital on Thursday announced plans to buy a stake in NHL team the Tampa Bay Lightning in a deal strung together by Katten Muchin Rosenman LLP and Hogan Lovells.
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October 24, 2024
Willkie-Led Ingram Micro Rejoins Markets After $409M IPO
Private equity-backed technology products distributor Ingram Micro Holding Corp. rallied in debut trading on Thursday, marking the company's return to public markets following a $409 million initial public offering, represented by Willkie Farr & Gallagher LLP and underwriters' counsel Cahill Gordon & Reindel LLP.
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October 24, 2024
Court Pauses $8.5B Handbag Merger For FTC Challenge
A New York federal judge on Thursday paused the planned $8.5 billion merger between the owners of Michael Kors and Coach while the Federal Trade Commission challenges the deal over concerns about "accessible luxury" handbags.
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October 24, 2024
Southwest Shakes Up Boardroom In Deal With Activist Elliott
Southwest Airlines on Thursday announced a board shake-up, marking the latest of the airline's moves as part of its "transformational" plan amid pressure from activist investor Elliott Investment Management.
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October 24, 2024
ConvergeOne Can't Ax Snubbed Creditors' Ch. 11 Plan Appeal
A Texas federal judge said he wouldn't toss an appeal by a group of secured creditors who say they were improperly iced out of a new equity offering pool for ConvergeOne, writing that the group's challenge wouldn't unravel the reorganized information technology services company's confirmed Chapter 11 plan or harm third parties.
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October 24, 2024
Biden Issues Guidelines For National Security Uses Of AI
President Joe Biden issued a memo Thursday on the development and use of artificial intelligence for national security, directing actions such as shoring up the security of computer chip supply chains and ensuring AI is not used to commit human rights violations.
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October 24, 2024
MVP: Sullivan & Cromwell's Melissa Sawyer
Melissa Sawyer of Sullivan & Cromwell LLP's mergers and acquisitions practice led cancer therapy company Seagen through its $43 billion sale to Pfizer and facilitated the sale of privately held sandwich giant Subway to private equity firm Roark Capital, earning her a spot as one of the 2024 Law360 Mergers & Acquisitions MVPs.
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October 24, 2024
Cleary-Led Keurig Buying Ghost Energy For $1B-Plus
Cleary Gottlieb-led Keurig Dr Pepper said Thursday it has agreed to purchase Winston & Strawn LLP-advised energy drink purveyor Ghost in a two-part transaction that will include the upfront purchase of a 60% stake in Ghost for $990 million, followed by the purchase of the remaining 40% stake in 2028.
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October 24, 2024
Cigna, Frontier Renew Stalled Merger Bids, Plus Other Rumors
Cigna Group and Frontier Airlines have both restarted once-stalled bids to acquire smaller rivals, rekindling merger rumors spanning the healthcare and airlines industries, while Sports Illustrated's secondary ticket platform wants to borrow up to $50 million to acquire competitor Anytickets. Here, Law360 breaks down these and other notable deal rumors from the past week.
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October 24, 2024
Baker McKenzie Reps Acuity Brands On $1.2B QSC Buy
Industrial technology company Acuity Brands Inc., advised by Baker McKenzie, on Thursday announced plans to buy Proskauer Rose LLP-led audio, video and control company QSC LLC in a $1.215 billion deal.
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October 24, 2024
TKO Paying $3.25B For Pro Bull Riding League, Other Assets
Skadden is advising a special committee of TKO Group Holdings on a deal disclosed Thursday that will see the WWE and UFC parent company purchase a professional bull riding league and two other sports companies from Latham-led Endeavor Group in a $3.25 billion all-stock deal.
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October 24, 2024
UK Probes Sonoco's $3.9B Bid For Eviosys
The antitrust watchdog said Thursday that it is investigating U.S.-based Sonoco Products Co.'s proposed $3.9 billion acquisition of European food can-maker Eviosys from private equity shop KPS Capital Partners.
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October 24, 2024
UK Clears Acerinox's $800M Bid For Haynes International
The U.K. antitrust watchdog said Thursday that it has waved through the planned $798 million takeover by stainless steel manufacturer Acerinox of Haynes International, which makes alloys, during the initial phase of its probe.
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October 23, 2024
Kroger Implies Wash. AG Opposes Merger To Aid Gov. Run
The Kroger Co. on Wednesday slammed Washington state's lawsuit targeting its proposed $24.6 billion merger with Albertsons during closing arguments, telling the trial judge that it needlessly duplicates the Federal Trade Commission's antitrust case and suggesting that the state's attorney general was out to boost his campaign for governor.
Expert Analysis
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Presidents And Precedents May Direct Khan's Future Course
While the Sept. 25 technical expiration of Federal Trade Commission Chair Lina Khan's term demands no immediate action, it does invite an analysis of commission policy and post-election possibilities, says Axinn's Richard Dagen, a former FTC official.
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What To Expect From Calif. Bill Regulating PE In Healthcare
A California bill currently awaiting Gov. Gavin Newsom's approval, intended to increase oversight over private equity and hedge fund investments in healthcare, is emblematic of recent increased scrutiny of investments in the space, and may affect transactions and operations in California in a number of ways, say attorneys at Ropes & Gray.
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Why Now Is The Time For Law Firms To Hire Lateral Partners
Partner and associate mobility data from the second quarter of this year suggest that there's never been a better time in recent years for law firms to hire lateral candidates, particularly experienced partners — though this necessitates an understanding of potential red flags, say Julie Henson and Greg Hamman at Decipher Investigative Intelligence.
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Google And The Next Frontier Of Divestiture Antitrust Remedy
The possibility of a large-scale divestiture in the Google search case comes on the heels of recent requests of business breakups as remedies for anticompetitive conduct, and companies should prepare for the likelihood that courts may impose divestiture remedies in the event of a liability finding, say Lauren Weinstein and Nathaniel Rubin at MoloLamken.
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Considering Possible PR Risks Of Certain Legal Tactics
Disney and American Airlines recently abandoned certain litigation tactics in two lawsuits after fierce public backlash, illustrating why corporate counsel should consider the reputational implications of any legal strategy and partner with their communications teams to preempt public relations concerns, says Chris Gidez at G7 Reputation Advisory.
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3 M&A Elements To Master In A Volatile Economy
The current M&A market requires a strategic approach to earnouts, past-due accounts payable and employee retention in order to mitigate risk and drive successful outcomes, says Robert Harig at Robbins DiMonte.
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It's No Longer Enough For Firms To Be Trusted Advisers
Amid fierce competition for business, the transactional “trusted adviser” paradigm from which most firms operate is no longer sufficient — they should instead aim to become trusted partners with their most valuable clients, says Stuart Maister at Strategic Narrative.
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Del. Dispatch: Drafting Lessons For Earnout Provisions
The Delaware Court of Chancery's recent decision in Medal v. Beckett Collectibles provides guidance for avoiding ambiguity in provisions relating to the acceleration of earnout payments under specified circumstances, and provisions mandating good faith negotiations before bringing earnout litigation, say attorneys at Fried Frank.
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Tax Traps In Acquisitions Of Financially Distressed Targets
Excerpt from Practical Guidance
Parties to the acquisition of an insolvent or bankrupt company face myriad tax considerations, including limitations on using the distressed company's tax benefits, cancellation of indebtedness income, tax lien issues and potential tax reorganizations.
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New Lessons On Managing Earnout Provision Risks
Earnout provisions can be a useful tool for bridging valuation gaps in M&A, particularly in developmental-stage pharmaceutical transactions, but the Delaware Chancery Court’s recent decision in Shareholder Representative Services v. Alexion sheds new light on the inherent risks and best practices for managing them, say attorneys at Cleary.
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SBA Proposal Materially Alters Contractor Recertification
The Small Business Administration's new proposed rule on recertification affects eligibility for set-aside contracts, significantly alters the landscape for mergers and acquisitions in the government contracts industry, and could have other unintended downstream consequences, says Sam Finnerty at PilieroMazza.
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Navigating A Potpourri Of Possible Transparency Act Pitfalls
Despite the Financial Crimes Enforcement Network's continued release of guidance for complying with the Corporate Transparency Act, its interpretation remains in flux, making it important for companies to understand potentially problematic areas of ambiguity in the practical application of the law, say attorneys at Sidley.
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EU Merger Control Concerns Remain After ECJ Illumina Ruling
The recent European Court of Justice judgment in Illumina-Grail is a welcome check on the commission's power to review low-threshold transactions, but with uncertainty persisting under existing laws and discretion left to national regulators, many pitfalls in European Union merger control remain, says Matthew Hall at McGuireWoods.
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Increased IPOs In '24 Shows Importance Of Strategic Planning
Initial public offerings, debt issuances and M&A activity so far in 2024 have shown substantial increases over comparable periods in 2023, highlighting why counsel should educate clients on market trends and financing alternatives to proactively prepare them to be ready to take advantage of opportunities, say attorneys at Skadden.
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How Methods Are Evolving In Textualist Interpretations
Textualists at the U.S. Supreme Court are increasingly considering new methods such as corpus linguistics and surveys to evaluate what a statute's text communicates to an ordinary reader, while lower courts even mull large language models like ChatGPT as supplements, says Kevin Tobia at Georgetown Law.