Mergers & Acquisitions

Steptoe & Johnson LLP represents both purchasers and sellers in mergers, acquisitions, and other investments and dispositions. These transactions range from multiple-party complex acquisitions, swaps and split-ups, and other dispositions, to routine mergers. 

Our clients are in a variety of industries, including healthcare, airlines reservations, telecommunications, apparel, transportation, utilities, pharmaceutical, agricultural, computer, and defense. 

Steptoe represents both foreign and domestic entities and persons, and many of our clients' transactions have international aspects. 

Representative Matters

• Counseled a healthcare client in structuring, negotiating, and documenting the sale of its healthcare division in return for all of the outstanding stock of a company engaged in the health information services business.
• Represented European technology companies in structuring, negotiating, and documenting an acquisition of a technology provider.
• Advised a major foreign airline in the sale of its stocks to, and simultaneous acquisition of, stock from a major US airline.
• Served as lead transactional counsel to a surety insurers' group in connection with the $3.5 billion workout of a major international construction contractor.
• Represented a company in its acquisition of a clothing manufacturing business for approximately $50 million.
• Represented US government entities in the formation of a public/private sector limited partnership and in the negotiation and documentation of the partnership's acquisition of a portfolio of loans and real estate with a market value of $1.28 billion.
• Represented US government entities in the formation of a public/private sector limited partnership and in the negotiation and documentation of the partnership's acquisition of a portfolio of loans and real estate with a market value of $450 million.
• Represented a US government entity in its purchase of a partnership interest in a steel company, in the context of a negotiated plan of reorganization.
• Represented a US government entity in negotiating the terms of the sale, in the context of a reorganization, of a corporation to a third-party consortium for $575 million.
• Served as counsel to a major Canadian utility in connection with its $76 million investment in an American NYSE company and the US financial aspects of its $700 million sale of two business divisions.
• Advised a Spanish telecommunications company in its acquisition of the Puerto Rican long-distance carrier company.
• Represented a major Swiss corporation in its acquisition of a significant minority interest in a leading international supplier of satellite transmission and distribution services; under terms of the share purchase agreement, the Swiss were able to secure special voting rights and assurance of representation on the board of directors.
• Counseled a US chemical company on the creation of its network of distribution agreements throughout Europe that involved, among other issues, the coordination of US and EC law with respect to intellectual property and competition law concerns.
• Represented a Cayman Islands corporation in structuring its investments in certain US pharmaceutical concerns.
• Represented a major Finnish construction company in connection with various actual and potential investments in the United States.
• Represented a major foreign airline in its proposed acquisition for $10 million of a significant minority interest in a leading international supplier of satellite transmission and distribution services.
• Represented a Japanese pharmaceutical manufacturer in its acquisition of a US company that owned the patent for certain enzymes necessary for the development of drugs to alleviate pain caused by spinal disc dysfunction.
• Represented a major Canadian manufacturer in its acquisition of certain US heating and cooling unit manufacturing assets.
• Represented a media company in its acquisition of stock and debt of a magazine company.
• Represented a government contractor in its acquisition of another government contractor for $16 million.
• Represented a client in its acquisition of an entity holding $40 million in debt.
• Represented a major Canadian utility in connection with the US financial aspects of its $700 million sale of the business divisions.
• Represented one of Brazil's leading manufacturers of agricultural implements in connection with its acquisitions of several US companies that manufacture complementary product lines, transactions that involved financing from a number of Jersey Island trusts.
• Represented a government contractor in its acquisition of another government contractor for $60 million.
• Represented a Japanese closely held corporation in its acquisition of a Hawaiian savings and loan holding company for $60 million.
• Represented a domestic chemical manufacturer in its acquisition of  40% of the stock of a Spanish chemical manufacturer.
• Acted as counsel to a major foreign airline in its $194 million acquisition of the stock of a major domestic carrier, and its simultaneous sale of $90 million of stock.
• Represented an Australian software manufacturer in its acquisition of a US company with a complementary product line, a project involving negotiation of employment agreements for the principals of the US concern.
• Represented a client in the data entry business in an acquisition for $42 million.
• Represented an Italian conglomerate in its acquisition of a major supplier to the US Department of Defense, a representation involving significant advice concerning national security regulations governing the acquisition of US government contractors by foreign-controlled entities.
• Represented a defense contractor in its acquisition by another defense contractor for $140 million.
• Represented a major Canadian utility in connection with its $76 million investment in a company listed on a US stock exchange.
• Represented the Bermudian subsidiary of an Australian biotech company in its acquisition of a Delaware corporation in a complementary line of business.
• Represented a US agricultural commodities company in its acquisition of the assets of a UK firm in a complementary industry, including real estate and major equipment facilities in the United Kingdom.

Select News & Events

• Steptoe & Johnson advising on proposed takeover of Raven Mount Group plc
• Susan Munro to Speak at China Mergers and Acquisitions 2010 Seminar
• Managing International Regulatory Risks in M&A
• Phil West Chairs IRS/George Washington University Institute Panel on Cross-Border Corporate M&A and Restructuring

Publications

• Schemes of Arrangement in Takeovers
  February 2010
• Treasury Department Issues Final CFIUS Regulations
  November 19, 2008
• Higher Thresholds and New Rules for Unincorporated Entities
  October 17, 2006, An extract from The Antitrust Review of the Americas 2007, a Global Competition Review special report
• M&A in the Insurance Sector: Steering through EU Merger Control
  August 18, 2006, Complinet

More Publications »