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

AnnElyse Gains and Saee Muzumdar Named Among Top Women in Dealmaking 2023

-March 31, 2023

Gibson Dunn Ranked in Chambers Europe 2023

-March 16, 2023

Webcast: CFIUS and German FDI Review – A Comparative Discussion and Focus on Practical Implications

-March 15, 2023

Gibson Dunn Advises on the Listing of ADNOC Gas in Abu Dhabi’s Largest-Ever IPO and the Largest IPO Globally to Date in 2023

-March 13, 2023

Webcast: M&A Insights – Cross-Border Transactions, Attorney-Client Privilege and Covenants Not to Compete

-March 8, 2023

Deutsches Gesellschaftsrecht 2023: Ein turbulentes Jahr

-February 23, 2023

Gibson Dunn Ranked in The Legal 500 Deutschland 2023

-February 16, 2023

Two Gibson Dunn Deals Selected as China Business Law Journal’s 2022 Deals of the Year

-February 10, 2023

Three Gibson Dunn Deals Named Among Top Texas M&A Deals 2022

-January 19, 2023

Who’s Who Legal Germany 2023 Recognizes Three Gibson Dunn Partners

-January 18, 2023

Lawdragon Names 19 Partners Among its 2023 500 Leading Lawyers in America and Hall of Fame Honorees

-January 17, 2023

Who’s Who Legal Recognizes 39 Gibson Dunn Partners in its Inaugural Thought Leaders USA Guide

-January 9, 2023

Major Middle East Expansion for Gibson Dunn as it Opens Abu Dhabi Office and Hires Seven-Lawyer Team

-January 6, 2023

Gibson Dunn Ranked in 2023 Chambers Asia-Pacific

-December 15, 2022

Webcast: M&A Insights: Representation and Warranty Insurance Trends, Efforts Standards, and Managing Cybersecurity and Privacy Risks in M&A

-December 1, 2022

Gibson Dunn Promotes 37 Lawyers to Partnership

-November 15, 2022

FTC Announces Broader Vision of Its Section 5 Authority to Address Unfair Methods of Competition

-November 14, 2022

Gibson Dunn Expands in the Middle East with Addition of Corporate Partner Marwan Elaraby

-October 24, 2022

Euromoney’s Rising Star Awards 2022 Recognizes 16 Gibson Dunn Partners

-October 12, 2022

Gibson Dunn Named Among Top Law Firms in Germany 2022/2023

-October 7, 2022

Twenty-Two Gibson Dunn Lawyers Recognized in Expert Guides’ Women in Business Law

-October 6, 2022

Thirty-Nine Gibson Dunn Partners Recognized in Banking, Finance and Transactional Expert Guide 2022

-October 6, 2022

Expert Guides Rising Stars 2022 Recognizes Twelve Gibson Dunn Lawyers

-October 6, 2022

Saee Muzumdar Named a Dealmaker of the Year

-October 4, 2022

Two Gibson Dunn Deals Named Outstanding Deals of the Year

-October 4, 2022

Gibson Dunn Ranked in The Legal 500 UK 2023

-September 29, 2022

Gibson Dunn Ranked in ALB’s M&A Rankings 2022

-September 20, 2022

11 Gibson Dunn Partners Named Lawyers of the Year

-August 18, 2022

Annual Activism Update – 2021

-August 9, 2022

Webcast: Is Becoming a Public Benefit Corporation Right for Your Company?

-June 28, 2022

Best Lawyers in Germany 2023 Recognizes 26 Gibson Dunn Attorneys

-June 24, 2022

Best Lawyers in France 2023 Recognizes 18 Gibson Dunn Attorneys

-June 23, 2022

Who’s Who Legal 2022 Recognizes Gibson Dunn Partners in Energy

-June 16, 2022

WirtschaftsWoche Ranks Gibson Dunn as a 2022 Top Law Firm in M&A and Antitrust

-June 13, 2022

Best Lawyers in the United Kingdom 2023 Recognizes 18 Gibson Dunn Attorneys

-June 9, 2022

Barbara Becker and Saee Muzumdar Named Among Top Women in Dealmaking 2022

-May 16, 2022

E&P A&D Business Strategies: Getting the Deal Done

-May 11, 2022

Webcast: Managing Purchase Price Adjustment Disputes

-May 10, 2022

U.S. FTC Previews Potentially Significant Changes to the HSR Filing Form

-May 5, 2022

Three Who’s Who Legal 2022 Guides Recognize 13 Gibson Dunn Partners

-May 4, 2022

DOJ Antitrust Division Head Promises Litigation to Break Up Director Interlocks

-May 2, 2022

Prior Approval Provisions in FTC Merger Consent Orders

-April 28, 2022

Webcast: Joint Venture Governance: Best Practices for JV Board Directors and Dealmakers

-April 27, 2022

Proactive Management of Antitrust Risk Amidst the Q1 M&A Slowdown

-April 22, 2022

Best Lawyers in Singapore 2023 Recognizes Six Gibson Dunn Partners

-April 14, 2022

SEC Proposes Rules to Align SPACs More Closely with IPOs

-April 6, 2022

Barbara Becker, Linda Curtis, and Patricia Tan Openshaw Named IFLR1000 Women Leaders for 2022

-April 1, 2022

Delaware Court of Chancery Addresses the Contours of Sandbagging

-March 21, 2022

Qi Yue Named 2022 Rising Star by China Business Law Journal

-March 18, 2022

Gibson Dunn Ranked in Chambers Europe 2022

-March 17, 2022

Webcast: IPO and Public Company Readiness: Strategies and Considerations

-February 24, 2022

Gibson Dunn Deal Wins 2021 M&A Deal of the Year

-February 24, 2022

Jai Pathak Named Leading Cross Border Lawyer of the Year (India Desk) By Legal Era

-February 8, 2022

German Corporate Law 2022: At the Cross-Roads of Continued Globalization and Keeping Your Own House in Order

-February 2, 2022

Webcast: M&A Hot Topics 2022

-January 27, 2022

2021 Year-End German Law Update

-January 13, 2022

Gibson Dunn Ranked in The Legal 500 Asia Pacific 2022

-January 13, 2022

Gibson Dunn Ranked in 2022 Chambers Greater China Region Guide

-January 12, 2022

Who’s Who Legal Germany 2022 Recognizes Gibson Dunn Partners

-December 22, 2021

Crain’s Names Barbara Becker a 2022 Notable Woman in Law

-December 21, 2021

Gibson Dunn Ranked in 2022 Chambers Asia Pacific

-December 16, 2021

Delaware Chancery Court Decision Provides Reminders for MLP Transactions

-November 23, 2021

SEC Adopts Rules Mandating Use of Universal Proxy Card

-November 18, 2021

Gibson Dunn Named Among Top 50 Law Firms in Germany 2021/2022

-November 17, 2021

Gibson Dunn Promotes 27 Lawyers to Partnership

-November 4, 2021

China Publishes Draft Amendment to the Anti-Monopoly Law

-October 27, 2021

8 Key Elements for a Successful Lift-Out Transaction

-October 12, 2021

Thirty-Eight Gibson Dunn Partners Recognized in Banking, Finance and Transactional Expert Guide

-October 7, 2021

Gibson Dunn Ranked in the 2022 UK Legal 500

-October 7, 2021

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

-October 7, 2021

Gibson Dunn Transaction Named Healthcare, Pharma & Biotech Deal of the Year by The Deal

-September 27, 2021

Webcast: Maximizing Value From Your Corporate Carveout: Lessons Learned From the Front Lines

-September 22, 2021

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

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

-July 26, 2021

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

-July 26, 2021

SEC Fires Shot Across the Bow of SPACs

-July 14, 2021

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

-July 13, 2021

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

-June 12, 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

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

-May 13, 2021

Germany Further Strengthens Foreign Direct Investment (FDI) Regime

-May 13, 2021

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

-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 11, 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 28, 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 25, 2021

Gibson Dunn Ranked in The Legal 500 Asia Pacific 2021

-January 15, 2021

2020 Year-End German Law Update

-January 14, 2021

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

-December 22, 2020

Webcast: M&A Hot Topics 2020

-December 1, 2020

UAE to Allow 100% Foreign Ownership of Businesses

-November 25, 2020

The UK’s New National Security Regime

-November 18, 2020