Area of focus

Carve-outs, Spin-offs, and Split-offs

Whether you are looking to spin-off a business to shareholders or undertake a carve-out through a public offering, we advise companies globally on these complex equity transactions. Our experience spans spin-offs, split-offs, carve-outs, exchange offers, Morris Trust and Reverse Morris Trust transactions, restructurings,...

Representative experience

PPG Industries on the US$755m carve-out of its entire flat glass business to Vitro, a leading producer of flat glass and specialty products.

Lockheed Martin on the US$5bn agreement to separate and combine its Information Systems & Global Solutions business with Leidos Holdings through a Reverse Morris Trust structure.

Dell on the spin-off of its cybersecurity arm, SecureWorks.

SABMiller plc on the €2.55bn disposal of the Peroni, Grolsch, and Meantime businesses to Asahi.

Allergan on the US$40bn divestiture of its generic business division to Teva.

Alstom on the US$12.4bn disposal of its energy business to General Electric.

Darden Restaurants Inc. on its US$843m spin-off of its real estate and restaurant assets into a separate listed company.

Hi-Media SA on the spin-off of its payment and advertising activities to HiPay Group as an independent publicly traded company on Euronext.

GE on its US$9bn sale of its financial services business to Capital One.

3M on its US$1bn acquisition of the Separations Media business of Polypore International, Inc.

GE Healthcare on the US$1bn acquisition of the Cell Culture, Gene Modulation, and Magnetic Beads businesses of Thermo Fisher Scientific Inc.

Liberty Global plc on the US$1bn sale of its international content division Chellomedia to AMC Networks Inc.

Mitsubishi Motors on its sale of the NedCar business in The Netherlands, the largest (and only large-scale) car manufacturer in The Netherlands.

Affinia Group's divestiture of its Chinese brake business to its People's Republic of China joint venture partner.

Cobham PLC on its divestiture to Chinese management of the Aeroflex insulation business in China.

Robin Ali and Stuart Naylor on the biotechnology spin-out from University College London of a gene therapy ophthalmology business and subsequent investment by Kadmon Corporation.

NextEra Energy on the US$1.5bn sale of its FiberNet business to Crown Castle.

JBG Companies on its US$8.4bn proposed merger with Vornado Realty Trust to create JBG Smith Properties.

Publications

Corporate News - November 2016

A monthly newsletter covering topics of interest in the field of UK corporate law including mergers and acquisitions, listed companies, equity capital markets, corporate governance and...

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Publications

Corporate News - October 2016

A monthly newsletter covering topics of interest in the field of UK corporate law including mergers and acquisitions, listed companies, equity capital markets, corporate governance and...

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Publications

Corporate News - September 2016

A monthly newsletter covering topics of interest in the field of UK corporate law including mergers and acquisitions, listed companies, equity capital markets, corporate governance and...

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Publications

Brexit and UK-related M&A

Whatever your M&A strategy, you want to understand and react properly to the post-referendum world. In this note, we look at some of the immediate legal issues and questions which arise ...

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Publications

Doing Business in Italy

This brochure outlines the laws and taxes that will apply to a foreign corporation establishing a business operation in Italy as well as the administrative requirements which need to be...

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Published Works

Cross-border Tender Offers and Other Business Combination Transactions and the U.S. Federal Securities Laws The Business Lawyer, Vol. 71

This article provides a broad overview of U.S. federal securities laws and regulations applicable to cross-border tender offers and other business combination transactions, including a...

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