Managing spinoff transactions with a sophisticated tax overlay

Managing spinoff transactions with a sophisticated tax overlay
By Cathy Birkeland & Mark D. Gerstein & Ryan Maierson & Laurence J. Stein & Pardis Zomorodi & Alexa Berlin

To ensure the successful execution of a transaction for both SpinCo and RemainCo, both companies need to position the carveout to successfully operate as a stand-alone company.   

The authors of this paper look at the complex duties of care and loyalty that are unique to carveouts and consider the methods deal team should employ to structure this type of transaction, satisfy disclosure requirements, and ensure tax-free value creation through...

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New research compares M&A strategies and overall shareholder returns

New research compares M&A strategies and overall shareholder returns
By Mr. Jeff Rudnicki & Mr. Andy West & Kate Siegel

Companies that regularly pursue moderately-sized transactions generally outperformed peers, according to research conducted by the authors of this paper, which studied overall shareholder returns versus transformational deals.

The research showed the most successful companies are placing “multiple bets” and being “nimble with [their capital]” while making several acquisitions even...

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Cross-border M&A checklist for successful acquisitions in the U.S.

Cross-border M&A checklist for successful acquisitions in the U.S.
By Adam O. Emmerich & Robin Panovka

Based on current geopolitical and economic conditions, the authors of this paper provide a checklist of shifting M&A issues that practitioners should carefully consider in advance of an acquisition in the U.S. 

Recent changes, including the effect of lower corporate taxes in increasing the amount of cash that corporations can dedicate to debt reduction after an acquisition, have created more opportunities for profitable deals, whereas geopolitical tides and increased CFIUS scrutiny should be carefully considered before...

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Linking integration and financial metrics around synergy targets

Linking integration and financial metrics around synergy targets
By Mr. David W. Smalstig & Ms. Dawn White & Ms. Eileen Kamerick & Mr. Ken Kotylo

Frameworks for developing realistic synergy targets were debated during this session as the participants drilled into the interplay between term sheets and post-close operating dynamics, considered occasions for limited post-merger integration, contemplated variations in deals where there is a minority or venture investment, and considered approaches that may make a future divestiture feasible. 

Dawn White, Manager, M&A Integration - Corporate Development at Corning; Eileen Kamerick, Member, Board of Directors at AIG Funds, Associated Banc-Corp, Legg-Mason Closed-End Mutual Funds and Hochschild Mining; and Ken Kotylo, Vice President of Acquisitions & Corporate Development at Telephone and Data Systems (TDS) drilled into the interplay between term sheets and....

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Carveout transactions present opportunities and execution challenges

By Mr. Gregg Albert & Sergio Letelier & Mr. Chandradev Mehta & Mr. Kevin Freeman

This discussion considered the environment for spin-off transactions and offered specific guidance on the disposal process and common deal terms including transition services agreements, the sufficiency of assets and financial statements representations, and the structure of escrow or holdback mechanisms to cover the seller’s indemnification obligations.

During this discussion, Sergio Letelier, Vice President, Deputy General Counsel - Corporate, Securities and M&A at Hewlett Packard Enterprise; Chandradev Mehta, Director, Strategic Planning and Transactions at LyondellBasell; and Kevin Freeman, Chief Counsel, Securities & Transactions at Tenneco considered the environment for spin-off transactions and offered specific guidance on...

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