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U.S. Mergers and Acquisitions
U.S. Mergers and Acquisitions
“Hogan Lovells” or the “firm” refers to the international legal practice comprising Hogan Lovells International LLP, Hogan Lovells US LLP, Hogan Lovells Worldwide Group (a Swiss Verein), and their affiliated businesses, each of which is a separate legal entity. Hogan Lovells International LLP is a limited liability partnership registered in England and Wales with registered number OC323639. Registered office and principal place of business: Atlantic House, Holborn Viaduct, London EC1A 2FG. Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. The word “partner” is used to refer to a member of Hogan Lovells International LLP or a partner of Hogan Lovells US LLP, or an employee or consultant with equivalent standing and qualifications, and to a partner, member, employee or consultant in any of their affiliated businesses who has equivalent standing. Rankings and quotes from legal directories and other sources may refer to the former firms of Hogan & Hartson LLP and Lovells LLP. Where case studies are included, results achieved do not guarantee similar outcomes for other clients. New York State Notice: Attorney Advertising.
© Hogan Lovells 2011. All rights reserved. * Associated offices
www.hoganlovells.com
Hogan Lovells has offices in:
Abu DhabiAlicanteAmsterdamBaltimoreBeijingBerlinBrusselsBudapest*Caracas
Colorado SpringsDenverDubaiDusseldorfFrankfurtHamburgHanoiHo Chi Minh CityHong Kong
HoustonJeddah*LondonLos AngelesMadridMiamiMilanMoscowMunich
New YorkNorthern VirginiaParisPhiladelphiaPragueRiyadh*RomeSan FranciscoShanghai
Silicon ValleySingaporeTokyoUlaanbaatar*WarsawWashington, DCZagreb*
The Black & Decker Corporation turned to us when considering the largest transaction in its history, a $4.5 billion all-stock merger with The Stanley Works, which created a diversified global industrial leader with some of the most recognizable brand names in the power tools, do-it-yourself, and security businesses. Our international team of lawyers in the United States and Europe worked closely with Black & Decker’s business development and legal teams, as well as other advisors, in negotiating the terms of the merger transaction and coordinating all aspects of the international merger filings required to consummate the transaction.
Black & Decker Corporation
“We have worked with numerous firms over the last ten years and it is the best of all those we have worked with in any and every area of performance.” Legal 500 US, 2010
“Quality of work, responsiveness and attentiveness, which is exactly what clients want on a deal.” Chambers Global, 2010 & Chambers USA, 2009
“We use them because of the high quality of service we receive, including their willingness to invest time in learning about our business and the way we operate.” Chambers USA, 2010
“Nothing short of superb...so responsive it makes me feel guilty...” Legal 500 US, 2008
Industry depth
At the forefront of industry-specific issues, ranging from unique compliance / risk issues to industry-driven transaction trends and government regulation, our skilled team of M&A lawyers provides comprehensive solutions for transactions in a broad range of industries. In particular, we are well-positioned to handle M&A transactions for companies in regulated industries where the intersection of business and government requires an integrated strategy, including:
Notable quotes Addressing your needs
Whether you are a mature global business or a start-up, you can rely on us to guide you through all aspects of complex M&A transactions. Recognizing that your business interests are of paramount importance, our lawyers work hard to meet your individual needs by ensuring that we understand your plans and objectives. Hogan Lovells can help you achieve your goals by providing sophisticated legal advice and identifying and developing innovative solutions.
• Aerospace, Defense, and Government Services
• Automotive
• Consumer
• Education
• Energy and Natural Resources
• Financial Institutions
• Infrastructure
• Life Sciences and Healthcare
• Real Estate
• Sports and Recreational Facilities
• Technology, Media, and Telecoms
• Transportation
U.S. Mergers and Acquisitions
“Hogan Lovells” or the “firm” refers to the international legal practice comprising Hogan Lovells International LLP, Hogan Lovells US LLP, Hogan Lovells Worldwide Group (a Swiss Verein), and their affiliated businesses, each of which is a separate legal entity. Hogan Lovells International LLP is a limited liability partnership registered in England and Wales with registered number OC323639. Registered office and principal place of business: Atlantic House, Holborn Viaduct, London EC1A 2FG. Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. The word “partner” is used to refer to a member of Hogan Lovells International LLP or a partner of Hogan Lovells US LLP, or an employee or consultant with equivalent standing and qualifications, and to a partner, member, employee or consultant in any of their affiliated businesses who has equivalent standing. Rankings and quotes from legal directories and other sources may refer to the former firms of Hogan & Hartson LLP and Lovells LLP. Where case studies are included, results achieved do not guarantee similar outcomes for other clients. New York State Notice: Attorney Advertising.
© Hogan Lovells 2011. All rights reserved. * Associated offices
www.hoganlovells.com
Hogan Lovells has offices in:
Abu DhabiAlicanteAmsterdamBaltimoreBeijingBerlinBrusselsBudapest*Caracas
Colorado SpringsDenverDubaiDusseldorfFrankfurtHamburgHanoiHo Chi Minh CityHong Kong
HoustonJeddah*LondonLos AngelesMadridMiamiMilanMoscowMunich
New YorkNorthern VirginiaParisPhiladelphiaPragueRiyadh*RomeSan FranciscoShanghai
Silicon ValleySingaporeTokyoUlaanbaatar*WarsawWashington, DCZagreb*
The Black & Decker Corporation turned to us when considering the largest transaction in its history, a $4.5 billion all-stock merger with The Stanley Works, which created a diversified global industrial leader with some of the most recognizable brand names in the power tools, do-it-yourself, and security businesses. Our international team of lawyers in the United States and Europe worked closely with Black & Decker’s business development and legal teams, as well as other advisors, in negotiating the terms of the merger transaction and coordinating all aspects of the international merger filings required to consummate the transaction.
Black & Decker Corporation
“We have worked with numerous firms over the last ten years and it is the best of all those we have worked with in any and every area of performance.” Legal 500 US, 2010
“Quality of work, responsiveness and attentiveness, which is exactly what clients want on a deal.” Chambers Global, 2010 & Chambers USA, 2009
“We use them because of the high quality of service we receive, including their willingness to invest time in learning about our business and the way we operate.” Chambers USA, 2010
“Nothing short of superb...so responsive it makes me feel guilty...” Legal 500 US, 2008
Industry depth
At the forefront of industry-specific issues, ranging from unique compliance / risk issues to industry-driven transaction trends and government regulation, our skilled team of M&A lawyers provides comprehensive solutions for transactions in a broad range of industries. In particular, we are well-positioned to handle M&A transactions for companies in regulated industries where the intersection of business and government requires an integrated strategy, including:
Notable quotes Addressing your needs
Whether you are a mature global business or a start-up, you can rely on us to guide you through all aspects of complex M&A transactions. Recognizing that your business interests are of paramount importance, our lawyers work hard to meet your individual needs by ensuring that we understand your plans and objectives. Hogan Lovells can help you achieve your goals by providing sophisticated legal advice and identifying and developing innovative solutions.
• Aerospace, Defense, and Government Services
• Automotive
• Consumer
• Education
• Energy and Natural Resources
• Financial Institutions
• Infrastructure
• Life Sciences and Healthcare
• Real Estate
• Sports and Recreational Facilities
• Technology, Media, and Telecoms
• Transportation
Image end point, no text on middle page Image end point, 1 column of text on middle page Image end point, 2 columns of text on middle page
Comprehensive solutions
Sophisticated advice
Our experienced M&A team of more than 150 U.S. lawyers delivers creative legal advice on a wide range of sophisticated M&A transactions, including:
We are consistently ranked among the top 10 legal practices for M&A in the United States. Since 2008, our lawyers have advised on more than 550 announced transactions with a total value exceeding $240 billion. With a network of offices strategically located throughout the United States and around the world, we provide our clients with a team-oriented, collaborative approach that spans practices, regions, and industry sectors.
Hogan Lovells has one of the world’s leading mergers and acquisitions practices
Preeminent M&A practice
We are consistently ranked among the top legal practices for M&A by numerous independent reporting services:
• TOP 10 for U.S. completed deals for 2010 (Bloomberg)
• TOP 10 counsel to principals for U.S. completed deals for 2010 (Bloomberg)
• TOP 10 counsel to target for U.S. completed deals for 2010 (Bloomberg)
• TOP 10 for global completed deals for 2010 (Bloomberg)
• TOP 15 for U.S. M&A deals for 2010 (Mergermarket)
• TOP 15 for global M&A deals for 2010 (Mergermarket)
• TOP 15 for worldwide announced and completed deals for 2010 (Thomson Reuters)
• TOP 15 for worldwide mid-market deals for 2010 (Thomson Reuters)
Our corporate and M&A practices are also recognized by leading industry publications:
• Ranked “The Elite for Corporate/M&A, Nationwide” by Chambers USA, 2010
• Ranked Tier 1 for M&A: Large Deals ($1bn-5bn) by Legal 500 US, 2009
• Ranked Tier 1 for Corporate/M&A in Washington, D.C., Colorado, Maryland, and Northern Virginia by Chambers USA, 2006 - 2010
• Recommended for our Corporate/M&A practice by Chambers and Legal 500 in many markets across the Americas, Europe, and Asia
Attorney Advertising: Prior results do not guarantee a similar outcome.
We provide comprehensive solutions by drawing on the experience of our lawyers in other practice disciplines, including:
• Antitrust / Hart-Scott-Rodino
• Corporate Governance
• Employee Benefits / Executive Compensation
• Environmental
• Food, Drug, Medical Device, and Agriculture
• Government Contracts
• Intellectual Property
• Labor and Employment
• Litigation
• Legislative
• National Security Clearance
• Regulatory Filings and Approvals
• Securities Compliance and Reporting
• Tax
• Cross-border Transactions
• Going Private Transactions
• Hostile Takeover Proposals
• Joint Ventures and Other Strategic Alliances
• Leveraged Buyouts
• Private Equity Investments
• Proxy Contests / Shareholder Activism
• Restructurings and Reorganizations
• Stock and Asset Acquisitions and Sales of Companies, Businesses, and Divisions
• Takeover Defense
• Tender Offers and Exchange Offers
Ford Motor Company
In one of the most significant recent cross-border M&A transactions, we represented Ford Motor Company in its $1.8 billion sale of Volvo Cars to China-based Zhejiang Geely Holding Group Co. Ltd. This global transaction drew upon the strengths of our M&A practice in New York and our commercial and regulatory practices in Beijing, Brussels, Washington, D.C., London, Moscow, and beyond. In addition to serving as lead transaction counsel, Hogan Lovells advised on the reorganization of the Volvo business in preparation for its sale, as well as the structuring of commercial relationships between the parties following closing. In all aspects of the representation, our M&A team’s in-depth understanding of the client’s business enabled us to negotiate a transaction that addressed the intricacies of Ford’s operations and supported its overall business strategy.
We regularly represent KRG Capital Partners, a Denver-based private equity firm, and several of its portfolio companies in a wide variety of M&A, acquisition finance, and other corporate transactions. These transactions include: KRG’s $1.3 billion sale to funds affiliated with Kohlberg Kravis Roberts & Co. L.P. of one of its portfolio companies, Accellent, Inc., a medical device manufacturer; KRG’s control investment in Universal Ensco, Inc., a leading provider of services for onshore gas, oil, and liquid product transportation systems; KRG’s investment in Liberty Dialysis, the third largest private dialysis company in the United States; and KRG’s $369 million sale of Varel International, a fast growing manufacturer of drill bits for oil, gas, mining, and other industries.
KRG Capital Partners
Image end point, no text on middle page Image end point, 1 column of text on middle page Image end point, 2 columns of text on middle page
Comprehensive solutions
Sophisticated advice
Our experienced M&A team of more than 150 U.S. lawyers delivers creative legal advice on a wide range of sophisticated M&A transactions, including:
We are consistently ranked among the top 10 legal practices for M&A in the United States. Since 2008, our lawyers have advised on more than 550 announced transactions with a total value exceeding $240 billion. With a network of offices strategically located throughout the United States and around the world, we provide our clients with a team-oriented, collaborative approach that spans practices, regions, and industry sectors.
Hogan Lovells has one of the world’s leading mergers and acquisitions practices
Preeminent M&A practice
We are consistently ranked among the top legal practices for M&A by numerous independent reporting services:
• TOP 10 for U.S. completed deals for 2010 (Bloomberg)
• TOP 10 counsel to principals for U.S. completed deals for 2010 (Bloomberg)
• TOP 10 counsel to target for U.S. completed deals for 2010 (Bloomberg)
• TOP 10 for global completed deals for 2010 (Bloomberg)
• TOP 15 for U.S. M&A deals for 2010 (Mergermarket)
• TOP 15 for global M&A deals for 2010 (Mergermarket)
• TOP 15 for worldwide announced and completed deals for 2010 (Thomson Reuters)
• TOP 15 for worldwide mid-market deals for 2010 (Thomson Reuters)
Our corporate and M&A practices are also recognized by leading industry publications:
• Ranked “The Elite for Corporate/M&A, Nationwide” by Chambers USA, 2010
• Ranked Tier 1 for M&A: Large Deals ($1bn-5bn) by Legal 500 US, 2009
• Ranked Tier 1 for Corporate/M&A in Washington, D.C., Colorado, Maryland, and Northern Virginia by Chambers USA, 2006 - 2010
• Recommended for our Corporate/M&A practice by Chambers and Legal 500 in many markets across the Americas, Europe, and Asia
Attorney Advertising: Prior results do not guarantee a similar outcome.
We provide comprehensive solutions by drawing on the experience of our lawyers in other practice disciplines, including:
• Antitrust / Hart-Scott-Rodino
• Corporate Governance
• Employee Benefits / Executive Compensation
• Environmental
• Food, Drug, Medical Device, and Agriculture
• Government Contracts
• Intellectual Property
• Labor and Employment
• Litigation
• Legislative
• National Security Clearance
• Regulatory Filings and Approvals
• Securities Compliance and Reporting
• Tax
• Cross-border Transactions
• Going Private Transactions
• Hostile Takeover Proposals
• Joint Ventures and Other Strategic Alliances
• Leveraged Buyouts
• Private Equity Investments
• Proxy Contests / Shareholder Activism
• Restructurings and Reorganizations
• Stock and Asset Acquisitions and Sales of Companies, Businesses, and Divisions
• Takeover Defense
• Tender Offers and Exchange Offers
Ford Motor Company
In one of the most significant recent cross-border M&A transactions, we represented Ford Motor Company in its $1.8 billion sale of Volvo Cars to China-based Zhejiang Geely Holding Group Co. Ltd. This global transaction drew upon the strengths of our M&A practice in New York and our commercial and regulatory practices in Beijing, Brussels, Washington, D.C., London, Moscow, and beyond. In addition to serving as lead transaction counsel, Hogan Lovells advised on the reorganization of the Volvo business in preparation for its sale, as well as the structuring of commercial relationships between the parties following closing. In all aspects of the representation, our M&A team’s in-depth understanding of the client’s business enabled us to negotiate a transaction that addressed the intricacies of Ford’s operations and supported its overall business strategy.
We regularly represent KRG Capital Partners, a Denver-based private equity firm, and several of its portfolio companies in a wide variety of M&A, acquisition finance, and other corporate transactions. These transactions include: KRG’s $1.3 billion sale to funds affiliated with Kohlberg Kravis Roberts & Co. L.P. of one of its portfolio companies, Accellent, Inc., a medical device manufacturer; KRG’s control investment in Universal Ensco, Inc., a leading provider of services for onshore gas, oil, and liquid product transportation systems; KRG’s investment in Liberty Dialysis, the third largest private dialysis company in the United States; and KRG’s $369 million sale of Varel International, a fast growing manufacturer of drill bits for oil, gas, mining, and other industries.
KRG Capital Partners
Image end point, no text on middle page Image end point, 1 column of text on middle page Image end point, 2 columns of text on middle page
Comprehensive solutions
Sophisticated advice
Our experienced M&A team of more than 150 U.S. lawyers delivers creative legal advice on a wide range of sophisticated M&A transactions, including:
We are consistently ranked among the top 10 legal practices for M&A in the United States. Since 2008, our lawyers have advised on more than 550 announced transactions with a total value exceeding $240 billion. With a network of offices strategically located throughout the United States and around the world, we provide our clients with a team-oriented, collaborative approach that spans practices, regions, and industry sectors.
Hogan Lovells has one of the world’s leading mergers and acquisitions practices
Preeminent M&A practice
We are consistently ranked among the top legal practices for M&A by numerous independent reporting services:
• TOP 10 for U.S. completed deals for 2010 (Bloomberg)
• TOP 10 counsel to principals for U.S. completed deals for 2010 (Bloomberg)
• TOP 10 counsel to target for U.S. completed deals for 2010 (Bloomberg)
• TOP 10 for global completed deals for 2010 (Bloomberg)
• TOP 15 for U.S. M&A deals for 2010 (Mergermarket)
• TOP 15 for global M&A deals for 2010 (Mergermarket)
• TOP 15 for worldwide announced and completed deals for 2010 (Thomson Reuters)
• TOP 15 for worldwide mid-market deals for 2010 (Thomson Reuters)
Our corporate and M&A practices are also recognized by leading industry publications:
• Ranked “The Elite for Corporate/M&A, Nationwide” by Chambers USA, 2010
• Ranked Tier 1 for M&A: Large Deals ($1bn-5bn) by Legal 500 US, 2009
• Ranked Tier 1 for Corporate/M&A in Washington, D.C., Colorado, Maryland, and Northern Virginia by Chambers USA, 2006 - 2010
• Recommended for our Corporate/M&A practice by Chambers and Legal 500 in many markets across the Americas, Europe, and Asia
Attorney Advertising: Prior results do not guarantee a similar outcome.
We provide comprehensive solutions by drawing on the experience of our lawyers in other practice disciplines, including:
• Antitrust / Hart-Scott-Rodino
• Corporate Governance
• Employee Benefits / Executive Compensation
• Environmental
• Food, Drug, Medical Device, and Agriculture
• Government Contracts
• Intellectual Property
• Labor and Employment
• Litigation
• Legislative
• National Security Clearance
• Regulatory Filings and Approvals
• Securities Compliance and Reporting
• Tax
• Cross-border Transactions
• Going Private Transactions
• Hostile Takeover Proposals
• Joint Ventures and Other Strategic Alliances
• Leveraged Buyouts
• Private Equity Investments
• Proxy Contests / Shareholder Activism
• Restructurings and Reorganizations
• Stock and Asset Acquisitions and Sales of Companies, Businesses, and Divisions
• Takeover Defense
• Tender Offers and Exchange Offers
Ford Motor Company
In one of the most significant recent cross-border M&A transactions, we represented Ford Motor Company in its $1.8 billion sale of Volvo Cars to China-based Zhejiang Geely Holding Group Co. Ltd. This global transaction drew upon the strengths of our M&A practice in New York and our commercial and regulatory practices in Beijing, Brussels, Washington, D.C., London, Moscow, and beyond. In addition to serving as lead transaction counsel, Hogan Lovells advised on the reorganization of the Volvo business in preparation for its sale, as well as the structuring of commercial relationships between the parties following closing. In all aspects of the representation, our M&A team’s in-depth understanding of the client’s business enabled us to negotiate a transaction that addressed the intricacies of Ford’s operations and supported its overall business strategy.
We regularly represent KRG Capital Partners, a Denver-based private equity firm, and several of its portfolio companies in a wide variety of M&A, acquisition finance, and other corporate transactions. These transactions include: KRG’s $1.3 billion sale to funds affiliated with Kohlberg Kravis Roberts & Co. L.P. of one of its portfolio companies, Accellent, Inc., a medical device manufacturer; KRG’s control investment in Universal Ensco, Inc., a leading provider of services for onshore gas, oil, and liquid product transportation systems; KRG’s investment in Liberty Dialysis, the third largest private dialysis company in the United States; and KRG’s $369 million sale of Varel International, a fast growing manufacturer of drill bits for oil, gas, mining, and other industries.
KRG Capital Partners
U.S. Mergers and Acquisitions
“Hogan Lovells” or the “firm” refers to the international legal practice comprising Hogan Lovells International LLP, Hogan Lovells US LLP, Hogan Lovells Worldwide Group (a Swiss Verein), and their affiliated businesses, each of which is a separate legal entity. Hogan Lovells International LLP is a limited liability partnership registered in England and Wales with registered number OC323639. Registered office and principal place of business: Atlantic House, Holborn Viaduct, London EC1A 2FG. Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. The word “partner” is used to refer to a member of Hogan Lovells International LLP or a partner of Hogan Lovells US LLP, or an employee or consultant with equivalent standing and qualifications, and to a partner, member, employee or consultant in any of their affiliated businesses who has equivalent standing. Rankings and quotes from legal directories and other sources may refer to the former firms of Hogan & Hartson LLP and Lovells LLP. Where case studies are included, results achieved do not guarantee similar outcomes for other clients. New York State Notice: Attorney Advertising.
© Hogan Lovells 2011. All rights reserved. * Associated offices
www.hoganlovells.com
Hogan Lovells has offices in:
Abu DhabiAlicanteAmsterdamBaltimoreBeijingBerlinBrusselsBudapest*Caracas
Colorado SpringsDenverDubaiDusseldorfFrankfurtHamburgHanoiHo Chi Minh CityHong Kong
HoustonJeddah*LondonLos AngelesMadridMiamiMilanMoscowMunich
New YorkNorthern VirginiaParisPhiladelphiaPragueRiyadh*RomeSan FranciscoShanghai
Silicon ValleySingaporeTokyoUlaanbaatar*WarsawWashington, DCZagreb*
The Black & Decker Corporation turned to us when considering the largest transaction in its history, a $4.5 billion all-stock merger with The Stanley Works, which created a diversified global industrial leader with some of the most recognizable brand names in the power tools, do-it-yourself, and security businesses. Our international team of lawyers in the United States and Europe worked closely with Black & Decker’s business development and legal teams, as well as other advisors, in negotiating the terms of the merger transaction and coordinating all aspects of the international merger filings required to consummate the transaction.
Black & Decker Corporation
“We have worked with numerous firms over the last ten years and it is the best of all those we have worked with in any and every area of performance.” Legal 500 US, 2010
“Quality of work, responsiveness and attentiveness, which is exactly what clients want on a deal.” Chambers Global, 2010 & Chambers USA, 2009
“We use them because of the high quality of service we receive, including their willingness to invest time in learning about our business and the way we operate.” Chambers USA, 2010
“Nothing short of superb...so responsive it makes me feel guilty...” Legal 500 US, 2008
Industry depth
At the forefront of industry-specific issues, ranging from unique compliance / risk issues to industry-driven transaction trends and government regulation, our skilled team of M&A lawyers provides comprehensive solutions for transactions in a broad range of industries. In particular, we are well-positioned to handle M&A transactions for companies in regulated industries where the intersection of business and government requires an integrated strategy, including:
Notable quotes Addressing your needs
Whether you are a mature global business or a start-up, you can rely on us to guide you through all aspects of complex M&A transactions. Recognizing that your business interests are of paramount importance, our lawyers work hard to meet your individual needs by ensuring that we understand your plans and objectives. Hogan Lovells can help you achieve your goals by providing sophisticated legal advice and identifying and developing innovative solutions.
• Aerospace, Defense, and Government Services
• Automotive
• Consumer
• Education
• Energy and Natural Resources
• Financial Institutions
• Infrastructure
• Life Sciences and Healthcare
• Real Estate
• Sports and Recreational Facilities
• Technology, Media, and Telecoms
• Transportation
