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

Gibson Dunn Ranked in ALB’s M&A Rankings 2021

-September 13, 2021

UK Government Issues Further Updates on National Security Regime: A Comprehensive State of Play for Investors

-September 8, 2021

Gibson Dunn Named Among 2021 Top Commercial Law Firms in Germany

-September 7, 2021

India Business Law Journal Names Gibson Dunn Among Top International Firms Active in India

-August 25, 2021

10 Gibson Dunn Partners Named Lawyers of the Year

-August 19, 2021

Qi Yue Named One of ALB China’s 2021 Top 15 Rising Lawyers

-July 26, 2021

“Effect of Termination” Provisions in Purchase Agreements: Considerations in an Evolving M&A Market

-July 26, 2021

SEC Fires Shot Across the Bow of SPACs

-July 15, 2021

Webcast: Conducting Effective Cybersecurity and Privacy/Data Protection Diligence in M&A Transactions

-July 14, 2021

WirtschaftsWoche Ranks Gibson Dunn as a 2021 Top Law Firm in M&A and Antitrust

-June 14, 2021

Best Lawyers in the United Kingdom 2022 Recognizes 10 Gibson Dunn Attorneys

-June 3, 2021

100% Foreign Ownership Permitted in the UAE

-June 1, 2021

Gibson Dunn Earns 94 Top-Tier Rankings in Chambers USA 2021

-May 20, 2021

The Deal Names Andrew Kaplan a Rising Star

-May 19, 2021

Gibson Dunn Named Among Top Commercial Law Firms in Germany 2021

-May 17, 2021

Webcast: SPACs: What You Need to Know to Prepare for the Wave of Litigation and Investigations

-May 13, 2021

Germany Further Strengthens Foreign Direct Investment (FDI) Regime

-May 13, 2021

Seventeen Partners Named Among the 2021 Lawdragon 500 Leading Dealmakers in America

-May 13, 2021

Barbara Becker and Linda Curtis Named IFLR1000 Women Leaders for 2021

-May 5, 2021

Best Lawyers in Singapore 2022 Recognizes Six Gibson Dunn Partners

-April 16, 2021

India Business Law Journal Names Jai Pathak to 2021 International A-List

-April 7, 2021

Fang Xue Named One of ALB China’s 2021 Top 15 M&A Lawyers

-March 25, 2021

Webcast: Navigating Complex Challenges in Carveout Transactions

-March 12, 2021

M&A Report – 2020 Year-End Activism Update

-February 22, 2021

Gilead Sciences’ Acquisition of MYR GmbH Named Deal of the Month by JUVE Rechtsmarkt magazine

-February 8, 2021

Two Gibson Dunn Deals Selected as China Business Law Journal’s 2020 Deals of the Year

-February 5, 2021

German Corporate Law 2021: A New Dawn Beyond Covid-19, Protectionist Tendencies and the Wirecard Fall-Out

-January 29, 2021

Webcast: The Art of the Spin-off

-January 29, 2021

China Business Law Journal Names Fang Xue to 2020 A-List

-January 27, 2021

Barbara Becker Named Among Top Women in Dealmaking 2020

-January 26, 2021

Gibson Dunn Ranked in The Legal 500 Asia Pacific 2021

-January 15, 2021

2020 Year-End German Law Update

-January 15, 2021

Crain’s Names Barbara Becker a 2021 Notable Woman in Law

-December 22, 2020

Webcast: M&A Hot Topics 2020

-December 2, 2020

UAE to Allow 100% Foreign Ownership of Businesses

-November 25, 2020

The UK’s New National Security Regime

-November 19, 2020

Update on German Foreign Investment Control: New EU Cooperation Mechanism & Overview of Recent Changes

-November 11, 2020

Rising corporate failures and new Act on insolvency, restructuring and dissolution

-November 7, 2020

Gibson Dunn Named Among Top 50 Law Firms in Germany

-November 5, 2020

Leading German Legal Publication JUVE Recommends Frankfurt, Munich and Brussels Offices in its Annual Handbook 2020/2021

-November 5, 2020

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