Mergers and Acquisitions

LEADERS

Overview

Gibson, Dunn & Crutcher’s Mergers and Acquisitions Practice Group is an international leader in mergers, acquisitions, divestitures, spin-offs, proxy contests and joint ventures.  Rankings produced by third-party publications regularly list Gibson Dunn as one of the world’s pre-eminent M&A firms.  Chambers USA, which consistently lists Gibson Dunn as among “The Elite” nationwide for corporate/M&A, has noted that the firm is frequently enlisted on some of the most significant transactions in the market.”  Our lawyers deliver sophisticated judgment, technical excellence, creative solutions, and vast market knowledge to each transaction entrusted to us.

Our M&A clients include public and private companies, ranging from Fortune 100 and multinational corporations to smaller companies; private equity firms; boards of directors and special committees; selling shareholders; management teams; and financial advisors.  Clients also regularly enlist Gibson Dunn to provide advice regarding takeover preparedness and the implementation of defensive measures.  Our Hostile M&A and Shareholder Activism practices are some of the most well-respected in the world.

We offer excellent, seamless service across the full spectrum of disciplines required to execute multifaceted transactions successfully, including tax, antitrust and competition, acquisition financing, capital markets, executive compensation and employee benefits, litigation, intellectual property, environmental, and regulatory.

Our lawyers always seek to understand our clients’ business and industry, and we bring to each engagement a tailored approach based on the client’s goals and challenges.  Chambers USA has noted our business acumen and commercial sensitivity in quoting one interviewee who described Gibson Dunn’s M&A team as “highly skilled practitioners at the top of their profession.  They’re knowledgeable about the market and can offer practical advice while providing the technical expertise needed to navigate issues.”  Our knowledge of industry-specific issues stems from our deep experience in every major industry.

Our M&A capabilities are worldwide.  Gibson Dunn’s combination of U.S.-based lawyers and network of offices in financial centers abroad allows us to handle the most complex cross-border deals effectively and efficiently.  Our lawyers are accustomed to serving clients from around the world, and all of our lawyers, regardless of location, share our approach to delivery of the highest quality of service to our clients.

Experience

Recent representations include:

  • CalAtlantic Group in its $9.3 billion merger with Lennar Corp.
  • St. Jude Medical, Inc. in its $30.7 billion acquisition by Abbott Laboratories.
  • Atwood Oceanics in its $1.8 billion acquisition by London-based Ensco.
  • Hewlett Packard Enterprise in connection with its spin-off and merger of its Enterprise Services Business with CSC by means of a Reverse Morris Trust transaction.
  • Marriott International, Inc. in its $13.6 billion acquisition of Starwood Hotels & Resorts Worldwide.
  • Depomed, Inc. in its successful defense against a $3.3 billion unsolicited takeover offer from Horizon Pharma, including a related proxy contest and litigation.
  • Towers Watson in connection with its $18 billion merger with Willis Group.
  • The Williams Companies in its $50 billion merger with Access Midstream Partners, which owns and operates natural gas midstream assets across nine states.
  • MetroPCS in its $32 billion combination with a U.S. mobile phone carrier.
  • MidAmerican Energy Holdings Company (now known as Berkshire Hathaway Energy) in its acquisition of publicly traded NV Energy, Inc. for $10.5 billion.
  • Vivendi S.A. in the $8.2 billion sale of its 85% interest in Activision Blizzard, a video game developer, to Activision Blizzard and a consortium of executives and investors.
  • AECOM Technology Corporation in its $6 billion acquisition of URS Corporation, a provider of engineering, construction and technical services for public agencies and private sector companies around the world.
  • The Ryland Group, Inc. in its $5.2 billion merger of equals with Standard Pacific Corporation, a developer and builder of residential communities.
  • Tenet Healthcare Corporation in its $4.3 billion acquisition of Vanguard Health Systems, an operator of acute care and specialty hospitals.

EXPERIENCE & RECENT REPRESENTATIONS

Gibson Dunn is a recognized leader in representing takeover targets and acquiring companies in contests for corporate control.  Our takeover and defense practice, one of the most experienced and well-respected in the world, integrates members of our Mergers and Acquisitions, Litigation, and Securities Regulation and Corporate Governance Practice Groups and brings an aggressive, creative and multidisciplinary approach to these complex legal and business challenges.

From our victory in the 1985 landmark Unocal Corp. v. Mesa Petroleum case to more recent successful defenses against multibillion-dollar hostile bids launched against our clients Depomed, Inc., Tenet Healthcare and Transatlantic Holdings, we repeatedly achieve major victories for our clients under the most difficult circumstances.  Our takeover specialists are known for their ability to guide clients through the complexities of a hostile M&A transaction, including investor and media relations.  Please see as well our Shareholder Activism Practice.

We also work with boards of directors and executive committees to periodically review trends and best practices in the takeover area, and advise our corporate clients on a regular basis on an array of antitakeover matters.

Experience

Recent representations include:

  • Euronet Worldwide in its $1.2 billion unsolicited offer to acquire money-transfer company MoneyGram.
  • D.R. Horton in its successful interloper bid to acquire control of Forestar Group.
  • Marriott International, Inc. in its successful defense of a proposed $13.6 billion acquisition of Starwood Hotels & Resorts Worldwide against an interloper bid from a consortium led by China’s Anbang Insurance Group.
  • The Williams Companies in connection with its response to a $49 billion unsolicited takeover offer from Energy Transfer LP.
  • The Related Companies and Corvex Management in their investment in CommonWealth REIT, including their successful consent solicitation to remove and replace the entire Board of Trustees of CommonWealth, and related litigation.
  • Kindred Healthcare, Inc. as special counsel in its $1.8 billion unsolicited bid to acquire Gentiva Health Services.
  • Emulex Corporation in its successful defense against an attempted hostile takeover by Broadcom Corporation.
  • Transatlantic Holdings, a leading international reinsurance company, in its successful defense against a $3.3 billion unsolicited exchange offer and consent solicitation from Validus Holdings.
  • Tenet Healthcare in its successful defense against a $7.9 billion unsolicited takeover offer from Community Health Systems.
  • Kraft Foods in its successful $21.4 billion unsolicited bid to acquire Cadbury.
  • The Williams Companies in its $5.5 billion unsolicited offer to acquire Southern Union Company.

Gibson Dunn has significant experience working with special purpose acquisition companies (SPACs) and their sponsors through every aspect of a SPAC’s lifecycle, including navigating the unique challenges that may arise in connection with the SPAC M&A process.  Our experience includes:

  • Formation of the SPAC and sponsor vehicle
  • IPOs
  • Pre-business combination SEC reporting
  • Business combination and the de-SPACing process:
    • M&A process
    • SEC process
    • Financing of the business combination (PIPEs and other business combination-related equity finance, as well as acquisition debt finance)
  • Post-business combination public company compliance and governance

In addition, we have significant experience representing sell-side targets, working with financial advisors and representing PIPE investors in connection with SPAC business combinations.

We draw on experience across the firm’s practice areas to provide these services, including among others Private Equity, Capital Markets, Securities Regulation and Corporate Governance, Tax, and Executive Compensation and Employee Benefits.

Experience

Recent representations include:

  • F45 Training Holdings Inc., a fitness training franchisor, in its proposed $746.7 million sale to Crescent Acquisition Corporation to create a publicly traded global fitness training and lifestyle brand.
  • Vertiv Group Corp., a provider of infrastructure and continuity solutions and a portfolio company of Platinum Equity, in its sale to GS Acquisition Holdings. Vertiv had a $5.3 billion enterprise value at closing.
  • Trinity Merger Corp., formed by an affiliate of Trinity Real Estate Investments, in its $345 million initial public offering, and in its combination with the Broadmark real estate lending companies and management companies, to create an internally managed mortgage REIT with a value at closing of $1.5 billion.
  • Verra Mobility, a portfolio company of Platinum Equity and a leading provider of smart mobility technology solutions and services throughout the United States, in its merger with Gores Holdings II, Inc., a special purpose acquisition company sponsored by an affiliate of The Gores Group, LLC. Verra Mobility had a $2.4 billion enterprise value at closing.
  • EnerVest Ltd., which acquires, develops and operates oil and gas fields in 14 U.S. states on behalf of its investors, in the sale of its Eagleford and Austin Chalk oil and gas assets to TPG Pace Energy Holdings Corp. for approximately $2.66 billion.
  • S. TelePacific Holdings Corp. (dba TPx Communications), a provider of unified communications/managed IT services and an Investcorp portfolio company, in its $343 million sale to Pensare Acquisition Corporation.
  • Underwriters to J2 Acquisition Ltd, a British Virgin Islands SPAC founded by former executives of U.S. consumer products firm Jarden, in its $1.21 billion initial public offering.
  • Underwriters to Ocelot Partners Limited, a British Virgin Islands-domiciled SPAC founded by LionTree Partners, in its $425 million initial public offering. Focused on European tech acquisition, Ocelot Partners acquired Ocean Outdoors, an out-of-home advertising specialist, and was renamed Ocean Outdoor Ltd.

RECENT PUBLICATIONS

Common Shareholding and Competition in Europe

-October 15, 2020

M&A Report – 2020 Mid-Year Activism Update

-October 9, 2020

33 Gibson Dunn Partners Recognized in Banking, Finance and Transactional Expert Guide

-October 8, 2020

Gibson Dunn Ranked in the 2021 UK Legal 500

-October 5, 2020

Stock-for-Stock Mergers During the Coronavirus (COVID-19) Crisis – A Potential Strategic Solution

-October 5, 2020

Kristin Linsley and Saee Muzumdar Recognized by LMG Americas Women in Business 2020

-September 22, 2020

Thirteen Gibson Dunn Partners Recognized in Expert Guides’ Women in Business Law

-September 22, 2020

Temporary German COVID-19 Insolvency Regime Extended in Modified Form

-September 18, 2020

Gibson Dunn Ranked in ALB’s M&A Rankings 2020

-September 18, 2020

Webcast: Raising Capital in the Current Environment IV: Five Things to Know for Your Debt Offerings

-September 10, 2020

Gibson Dunn Named Among 2020 Top Commercial Law Firms in Germany

-September 8, 2020

Webcast: Raising Capital in the Current Environment III: SPACs

-August 31, 2020

13 Gibson Dunn Partners Named Lawyers of the Year

-August 20, 2020

Who’s Who Legal 2020 Asset Recovery, Energy, and Product Liability Defence Guides Recognize Eight Gibson Dunn Partners

-August 12, 2020

2020 Mid-Year Sanctions and Export Controls Update

-August 4, 2020

Gibson Dunn Deal Wins 2020 Healthcare, Pharma & Biotech Deal of the Year

-July 31, 2020

Court of Chancery Considers Bundled Assets and Rights of First Refusal

-July 30, 2020

Law360 Names Five Gibson Dunn Lawyers as 2020 Rising Stars

-July 6, 2020

The M&A Lawyer: Corporate M&A in Times of the Corona Crisis – Specific Consequences of the Pandemic for the German Transaction Business

-July 6, 2020

Best Lawyers in Germany 2021 Recognizes 19 Gibson Dunn Attorneys

-June 26, 2020

Best Lawyers in France 2021 Recognizes 17 Gibson Dunn Attorneys

-June 25, 2020

Barbara Becker and Linda Curtis Named IFLR1000 Women Leaders for 2020

-June 24, 2020

WirtschaftsWoche Ranks Gibson Dunn as a 2020 Top Law Firm in M&A and Antitrust

-June 15, 2020

Best Lawyers in the United Kingdom 2021 Recognizes 12 Gibson Dunn Attorneys

-June 12, 2020

Chancery Holds Buyout Provision in LLC Agreement to Be a ‘Call Option’ and Irrevocable Following Exercise

-June 1, 2020

German Foreign Investment Control Tightens Further

-May 27, 2020

New Foreign Investment Restrictions Imposed by India

-May 27, 2020

Wirtschaftswoche ranks Gibson Dunn as 2020 Top Law Firm in Corporate Law

-May 18, 2020

Gibson Dunn named among top commercial law firms in Germany

-May 15, 2020

Die virtuelle Hauptversammlung

-May 12, 2020

The impact of Covid-19 on Mena M&A

-May 11, 2020

M&A Report – 2019 Year-End Activism Update

-May 11, 2020

Corporate M&A in Times of the Corona Crisis – Specific Consequences of the Pandemic for the German Transaction Business

-May 8, 2020

Gibson Dunn Deal Named Marine Money’s M&A Deal of the Year 2020

-May 7, 2020

M&A Report – Determining the Likely Standard of Review Applicable to Board Decisions in Delaware M&A Transactions

-May 4, 2020

The Future Fund – a Venture into the Unknown for the UK Government

-May 4, 2020

Gibson Dunn Ranked in Legal 500 EMEA 2020

-April 30, 2020

Small Business Administration Publishes Additional Interim Final Rules and New Guidance Related to PPP Loan Eligibility and Accessibility

-April 30, 2020

Gibson Dunn Earns 84 Top-Tier Rankings in Chambers USA 2020

-April 24, 2020

If you’re not on the list…

-April 22, 2020

Corporate/M&A in Times of the Corona Crisis – Current Legal Developments for German Business

-April 15, 2020

Best Lawyers in Singapore 2021 Recognizes Five Gibson Dunn Attorneys

-April 13, 2020

Fiduciary Duties and Board Options in a Time of Pandemic

-April 6, 2020

India Business Law Journal Names Jai Pathak to 2020 International A-List

-April 1, 2020

COVID-19 and Representation and Warranty Insurance on US M&A Deals: Considerations for Buyers and Sellers

-March 27, 2020

M&A Amid the Coronavirus (COVID-19) Crisis: A Checklist

-March 18, 2020

Gibson Dunn Ranked in Chambers Europe 2020

-March 16, 2020

Gibson Dunn Earns 155 Rankings from Chambers Global 2020

-March 5, 2020

Ferdinand Fromholzer Named to Who’s Who Legal Guide for Germany

-January 30, 2020

U.S. Federal Trade Commission Publishes Revised Hart-Scott-Rodino Notification Thresholds for 2020

-January 29, 2020

Gibson Dunn Ranked in Legal 500 Asia Pacific 2020

-January 21, 2020

U.S. Department of Justice and Federal Trade Commission Issue Draft Vertical Merger Guidelines

-January 15, 2020

The Deal Named Evan D’Amico a Rising Star

-December 30, 2019

Gibson Dunn Named Among Top 100 Law Firms in Germany

-December 23, 2019

Webcast: State of the Art: Critical Developments and Trends in M&A

-December 18, 2019

Best Lawyers Recognizes Three Gibson Dunn Attorneys in Brazil

-December 9, 2019

Ari Lanin and Benyamin Ross Named to Variety’s 2019 Dealmakers Impact Report

-December 6, 2019

Gibson Dunn Ranked in 2020 Chambers Asia Pacific

-December 6, 2019

Michael Flynn and Michele Maryott Named Among Most Influential in Orange County

-November 26, 2019

Gibson Dunn Promotes 13 Lawyers to Partnership

-November 20, 2019

German Directory JUVE Recommends Frankfurt, Munich and Brussels Offices for 2019/2020 Edition

-October 31, 2019

M&A Report – 2019 Mid-Year Activism Update

-October 7, 2019

Proposed CFIUS Regulations: The U.S. Remains Open for Business … but Read the Fine Print

-September 20, 2019

Jai Pathak Named Among Top Lawyers in Singapore

-September 17, 2019

Les classes de créanciers dans le nouveau droit des procédures collectives : pistes de réflexion.

-September 13, 2019

Gibson Dunn Ranked in Legal 500 Latin America

-September 13, 2019

Gibson Dunn Adds M&A Partner David C. Lee in Orange County

-September 9, 2019

Gibson Dunn Named Among Top Commercial Law Firms in Germany

-September 5, 2019

Gibson Dunn Lawyers Recognized in the Best Lawyers in America® 2020

-August 15, 2019

Gibson Dunn Named Among Top International Firms Active in India

-August 2, 2019

Linda Curtis and Barbara Becker Named IFLR1000 Women Leaders for 2019

-July 24, 2019

WirtschaftsWoche Ranks Gibson Dunn as a Top Law Firm in M&A and Antitrust

-July 24, 2019

Webcast: Vive la Différence? Select Joint Venture Issues in the United States and Europe

-July 15, 2019

UK Take Privates

-July 8, 2019

Best Lawyers in the United Kingdom 2020 Recognizes 11 Gibson Dunn Partners

-July 1, 2019

Best Lawyers in Germany 2020 Recognizes 14 Gibson Dunn Attorneys

-July 1, 2019

Best Lawyers in France 2020 Recognizes 16 Gibson Dunn Attorneys

-July 1, 2019

Gibson Dunn Transactions Named Private Equity Deal of the Year and Consumer, Retail, Food & Beverage Deal of the Year by The Deal

-June 21, 2019

In the Wake of International Protectionism, France Strengthens Its Enforcement Scheme Applicable to Foreign Investments

-May 17, 2019

Webcast: Insuring the Deal: Key Considerations when Utilizing Transactional Insurance

-May 16, 2019

UK Nationalisation – Investment Treaties can offer opportunities to reorganise now to protect valuations

-May 9, 2019

Gibson Dunn Earns 79 Top-Tier Rankings in Chambers USA 2019

-April 25, 2019

CFIUS Developments: Notable Cases and Key Trends

-April 24, 2019

Gibson Dunn Ranked in Legal 500 EMEA 2019

-April 19, 2019

Gibson Dunn Wins Corporate Team of the Year at the Legal Business Awards

-March 28, 2019

Global Competition Review Recognizes Gibson Dunn for Merger Control Matter of the Year

-March 26, 2019

M&A Report – 2018 Year-End Activism Update

-March 25, 2019

China Revamps Laws on Foreign Investments

-March 19, 2019

Gibson Dunn Receives China Business Law Award for Mergers & Acquisitions

-March 11, 2019

Gibson Dunn Ranked in Chambers Europe 2019

-March 8, 2019

EU Regulation on Establishing a Framework for Screening of Foreign Direct Investments into the European Union Has Been Adopted

-March 6, 2019

FTC Publishes Revised Hart-Scott-Rodino Notification Thresholds for 2019

-February 20, 2019

Europe’s Highest Court Finds in Favor of UPS in Merger Review Appeal

-January 30, 2019

Webcast: The Current (and Future) State of Oil and Gas M&A (2019)

-January 28, 2019

M&A Report – A New Twist in the Oxbow Joint Venture Saga: Delaware Supreme Court Rules the Covenant of Good Faith and Fair Dealing Cannot Save the Day

-January 22, 2019

Gibson Dunn Ranked in Legal 500 Asia Pacific 2019

-January 18, 2019

2018 Year-End German Law Update

-January 11, 2019

Webcast: CFIUS Reform: Implications for Private Equity Investments

-December 20, 2018

Barbara Becker Named to The Deal’s Powerhouse 20

-December 20, 2018

Getting a Take Private Off the Ground in the UK

-December 18, 2018