“In 2017, Mid-America Apartment Communities Executive Vice President and General Counsel Rob Del Priore was tasked with leading the post-merger integration of his company and Post Properties, Inc. The merger made Memphis-based Mid-America the largest publicly-traded apartment real estate investment trust in the US, with an ownership interest in over 100,000 apartment homes in 17 states. In addition to the various legal issues involved in the merger, Del Priore considered the integration of the two companies’ people very carefully. In order for the merger to be truly successful and the transition to go smoothly, Del Priore knew he needed buy-in from nearly everyone. To get that support and effectively integrate the two teams, he focused on three things – communication, planning and follow through,” writes Mark P. Henriques in Womble Bond Dickinson’s Articles and Briefings.

“Communication is at the top of the list,” Del Priore said. “It’s critical to encourage candid and open communication between both parties from the beginning of the merger.”

“He emphasizes the importance of developing trust – cultivating an environment for open dialogue between the management teams of the combining companies.”

Read the article.

The law firm of Thompson & Knight LLP advised Stabilis Energy, LLC in connection with a share exchange transaction with American Electric Technologies, Inc. pursuant to which Stabilis Energy, LLC and its subsidiaries became wholly-owned subsidiaries of AETI and the former owners of Stabilis and its subsidiaries acquired control of AETI.

Immediately following the closing of the transaction, AETI changed its name to Stabilis Energy, Inc. Stabilis Energy, Inc. is a vertically integrated provider of small-scale liquefied natural gas production, distribution, and fueling services headquartered in Houston.

Going forward, the combined company will operate under the name Stabilis Energy, Inc. and its common stock began trading on the Nasdaq Capital Market under the ticker symbol “SLNG” on July 29, 2019.

The Thompson & Knight team assisting Stabilis was led by partners C. Walker Brierre Jr. and Stephen W. Grant Jr., and of counsel Jerry L. Metcalf with assistance from partners Roger D. Aksamit, Anthony J. Campiti, John R. Cohn, Jason Patrick Loden, James C. Morriss III, Micah R. Prude, and Timothy T. Samson; of counsel Alan P. Baden; and associates Heath C. DeJean, Kelsie Haaland, Dasha K. Hodge, Murtuza Hussain, Emily W. Miller, David J. Rusk, and D. Alexander Witschey.

Rent-A-Center, Inc. announced that it has entered into an agreement with Vintage Rodeo Parent, LLC, an affiliate of Vintage Capital Management, LLC, for Vintage to acquire all of the outstanding shares of Rent-A-Center common stock for $15 per share in cash. The transaction, which is not subject to a financing condition, and is expected to close by the end of 2018, subject to customary closing conditions including the receipt of stockholder and regulatory approvals, represents a total consideration of approximately $1.365 billion, including net debt.

Under the terms of the agreement, Rent-A-Center stockholders will receive $15 in cash for each share of Rent-A-Center common stock, which represents a premium of approximately 49 percent over the company’s closing stock price on Oct. 30, 2017, immediately prior to the announcement that the company’s board of directors initiated a process to evaluate strategic and financial alternatives focused on maximizing stockholder value.

The Rent-A-Center board has unanimously approved the transaction and recommends that stockholders vote in favor of the transaction. Upon completion of the transaction, Rent-A-Center will become a privately held company and its common shares will no longer be listed on any public market.

B. Riley Financial, Inc. and certain of its affiliates have committed to serve as equity and debt participants in the transaction.

J.P. Morgan Securities LLC is acting as exclusive financial advisor to Rent-A-Center and provided a fairness opinion to the Rent-A-Center Board of Directors. Winston & Strawn LLP is serving as legal advisor to Rent-A-Center, and Sullivan & Cromwell LLP is serving as legal advisor to the Rent-A-Center Board of Directors.

B. Riley FBR, Inc. is serving as financial advisor and lead arranger and Guggenheim Corporate Funding LLC is serving as administrative agent and joint lead arranger. Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal advisor to Vintage.

Respondents to Dykema’s 13th Annual M&A Outlook Survey expressed an overall bullish viewpoint of the economy and U.S. merger and acquisition market, bringing a new level of optimism, not seen in several years.

According to the firm, 39 percent of respondents in this year’s survey expect the M&A market to strengthen over the next 12 months, up from 33 percent last year and 37 percent in 2015. With a record-breaking robust stock market and uncertainty surrounding the presidential election fading, this revelation mirrors the 60 percent of respondents who predict a strong U.S. economy in the next 12 months, doubling last years’ results.

“With the uncertainty around the presidential election in the rearview, our survey respondents are abandoning the ‘wait and see’ mantra, with an increasing number predicting that deal activity is back on the rise,” said Thomas Vaughn, co-leader of Dykema’s M&A practice. “In this year’s survey, we are, however, still hearing that uncertainty around the Trump administration’s priorities and regulations will have the greatest impact on M&A from a global perspective.”

More than half (50 percent) of respondents expect Donald Trump to be a positive force in U.S. markets as a whole this year. Likely factors playing a role in this optimistic sentiment include expected reduction in corporate tax rates, more favorable business regulations, and the Trump administration’s perceived business-friendly positive economic policies.

The survey yielded a number of other interesting conclusions, including:

• Half of respondents said President Trump will have a positive impact on the U.S. economy and M&A market in 2018.
• Seventy-percent of respondents predict the volume of small deals (under $50 million) will increase over the next 12 months, with 53-percent predicting an uptick in deals valued between $50 million and $100 million.
• Sixty-eight-percent of respondents said they would be involved in an acquisition in the next 12 months, which is fairly consistent with 2016’s 70 percent.
• For the fourth consecutive year, respondents expect technology and healthcare to see the most M&A activity in the next year. Fifty-nine-percent of respondents also predict an increase in M&A activity between fintech startups and established financial services organizations in 2018.
• Almost 80-percent of respondents expect an increase in M&A activity involving privately owned businesses in the next 12 months, increasing by 10-percent from last year’s results.
• Mirroring prior years, dealmakers say the leading driver of cross-border deals will be companies seeking growth via entrance into foreign markets. More companies in Asia are expected to pursue deals in the U.S., and outbound M&A activity from the U.S. to Mexico and Canada is expected to increase in the next year, despite ongoing public statements by the Trump administration around the renegotiation of the North American Fair Trade Act (NAFTA).

“The middle market is quickly becoming the focus of M&A,” said Jeff Gifford, co-leader of Dykema’s M&A practice. “Technology and healthcare are two of the more active spaces, with fintech becoming an increasingly popular area of interest. Megadeals have lost some of their steam and we are seeing more and more companies pursuing small to middle market strategic transactions.”

Survey results are being released this week at Dykema’s exclusive annual M&A Outlook events in Detroit and Chicago. The full report is available here.

Photo by Mike Mozart of JeepersMedia

Regulators fighting the merger plan of Office Depot and Staples face a decision from a judge that may hinge on the veracity of the government’s relevant product market, reports Policy and Regulatory Report, a Mergermarket Group company. The issue of whether the Federal Trade Commission (FTC) gerrymandered its market has repeatedly surfaced during the government’s pursuit of a preliminary injunction against the proposed merger.

PaRR Global (Policy and Regulatory Report) spoke to various independent sources to assess holes in the arguments of both the FTC and the merging companies.

In its case, the FTC defined the relevant product market as “consumable office supplies,” such as pens and paper, which constitute a so-called cluster market, according to the PaRR analysis.

A cluster market is used in antitrust theory to group separate individual relevant product markets, such as the individual market for paper and the individual market for pens, into a wider market for analytical convenience.

Clustering is appropriate “only when the individual products face similar competitive conditions,” according to the government’s proposed findings of fact.

Read the article.

The Justice Department has sued to stop Halliburton Co. from acquiring oilfield services rival Baker Hughes, the Associated Press and CNBC are reporting.

The deal would combine two of the world’s three leading providers of those services to oil and gas companies and would create a bigger rival to the industry leader, Schlumberger.

“But Justice Department officials say in their lawsuit that the Halliburton-Baker Hughes deal threatens to raise prices and eliminate competition,” the report says.

Read the article.

Mergermarket has released its Global M&A roundup for the first quarter (Q1) of 2016, including its league tables for legal advisors.

A few key findings include:

• Tax inversion targets, traditionally coming from the Pharma, Medical & Biotech sectors, now appear to be shifting toward other sectors such as Industrials & Chemicals, in a bid to scale up to +$100bn conglomerates. US-based Johnson Control’s US$ 16.2bn bid for Ireland-based Tyco International was the top deal for that sector, and one which also looks set to benefit from Europe’s more favorable corporate tax rates as compared to those of the US. The Tyco/Johnson Controls transaction comprises 73.8% of Q1 total outbound value into targets in the Industrials & Chemicals sector (US$ 21.9bn)
• Law firm Skadden Arps Slate Meagher holds on to the number one spot for deal value for another quarter while Kirkland & Ellis jumped to #2 from #5 in Q1 of 2015. White & Case made a big leap from ninth place in Q1 2015 to third this quarter
• Private equity buyout activity struggled to compete against strategic buyers in 2015, demonstrated by the average price paid last year being just US$ 640.2m compared to a strategic company spending on average US$ 902.8m. However, to date in 2016, the average offer price by a buyout firm has increased slightly to US$ 626.3m, while the average value by strategics has decreased to US$ 607.5m. The following months could provide even more opportunities for buyout firms to secure targets

Download the report.

Checkpoint Systems, Inc., a leading global supplier of merchandise availability solutions for the retail industry, has announced that it has entered into a definitive agreement to be acquired by an affiliate of CCL Industries Inc., a world leader in specialty label and packaging solutions for global corporations, small business and consumers, for $10.15 per share in cash, for a total transaction value of approximately $443 million. The transaction is subject to specified closing conditions, including approval by a majority of Checkpoint’s shareholders.

Latham & Watkins LLP represents Checkpoint in the transaction with a corporate deal team led by partners Charles Ruck and Thomas Malone in New York, partner Joel Trotter in Washington, D.C. and associate Michael Young in Orange County, with associates Jeffrey Holgate, Amro Suboh, Brett Urig, Michael Daniels, Kristen Juhan, Philip Houten and Wesley Horton in Orange County and Jessica Munitz in Washington, D.C. Advice was also provided on antitrust matters by partners Michael Egge and Jason Cruise and counsel Farrell Malone with associate Brady Cummins in Washington, D.C.; on benefits and compensation matters by partner Adam Kestenbaum with associate Marysia Mullen in Washington, D.C.; on intellectual property matters by counsel Kieran Dickinson in Washington, D.C.; on tax matters by partner David Raab with associates Matthew Dewitz and Aaron Bernstein in New York; and on environmental matters by partner Christopher Norton in Orange County.

A Checkpoint release describes the deal:

Checkpoint’s board of directors has unanimously approved the merger agreement and recommends that its shareholders vote to approve the merger agreement. Checkpoint expects to hold a special meeting of its shareholders to consider and act upon the proposed merger as promptly as practicable. Details regarding the record date for, and the date, time and place of, the special meeting will be announced when finalized.

“This transaction represents a highly attractive premium for Checkpoint’s shareholders,” said Checkpoint Systems President and Chief Executive Officer, George Babich. “CCL is a recognized global leader in labeling and packaging. Checkpoint, as a division of CCL upon closing, will be able to invest in and grow Checkpoint’s industry leading hardware, software and consumables to create a unique offering, the future of inventory management for brand owners and leading retailers worldwide,” said Mr. Babich.

In connection with this transaction, Morgan Stanley & Co. LLC is serving as financial advisor and Latham & Watkins LLP and Stradley Ronon Stevens & Young, LLP are serving as legal counsel to Checkpoint.

Checkpoint will file with the Securities and Exchange Commission a report on Form 8-K regarding the transaction, which will include the merger agreement.

Kirkland & Ellis LLP advised EIG Global Energy Partners on its $500 million equity commitment, on behalf of EIG managed funds, to Rice Midstream Holdings LLC, a midstream-focused subsidiary of Rice Energy Inc. and the indirect owner of the general partner of Rice Midstream Partners LP (NYSE: RMP). Rice announced the completion of an initial funding of $375 million of this investment. The full release is available here.

The Kirkland team was led by corporate partners Andy Calder and John Pitts; capital markets partner Matt Pacey; and debt finance partners Will Bos and Mary Kogut.

Barclays Capital Inc. acted as financial advisor and Vinson & Elkins L.L.P. served as legal counsel to Rice.

RMH will use approximately $75 million of the proceeds to repay all outstanding borrowings under its revolving credit facility and to pay transaction fees and expenses, and the remaining $300 million will be distributed to Rice Energy to fund a portion of its 2016 development program in the cores of the Marcellus and Utica Shales, Rice Energy said in a release. In addition, RMH will have an additional $125 million commitment from EIG (subject to designated drawing conditions precedent) for a period of 18 months.

Read more about the deal.

NBTY, Inc., a global leader in vitamins, nutritional supplements and sports and active nutrition, has announced that it has entered into a definitive agreement to sell its U.S. retail business, Vitamin World, to Centre Lane Partners. The deal will enable Vitamin World to operate as a stand-alone retail business. Today, there are 380 Vitamin World stores in the United States, Guam, the Virgin Islands and Puerto Rico.

Latham & Watkins LLP advised NBTY on the transaction with a Washington, DC-based team led by corporate partner David Dantzic and tax partner Andrea Ramezan-Jackson.  Advice was also provided on employee benefits, intellectual property, environmental and real estate matters.

NBTY is the owner of several of the most recognized brands in the marketplace, including:  Nature’s Bounty, Sundown Naturals, Osteo Bi-Flex, Solgar, MET-Rx, Pure Protein, Body Fortress, Puritan’s Pride, Holland & Barrett and many others.

Centre Lane Partners is a private investment firm with investments in North American middle market companies across a broad range of industries. Centre Lane targets companies with revenues between $20 million and $500 million that have leading market positions and sustainable competitive advantages in their respective niches.

“Vitamin World has a long history of meeting its customers’ wellness needs. For some time, it has been clear that it should be a stand-alone business with the right investment and resources tailored to a retail operation,” said Steve Cahillane, President and CEO of NBTY. “With the shift of NBTY’s focus in our US business to investing in and building our core brands, this sale of Vitamin World to Centre Lane Partners will ensure Vitamin World has the right investment and focus on its future as a stand-alone retail business,” Cahillane added.

Mayank Singh, a Managing Director at Centre Lane, said, “We are enthusiastic about working with the Vitamin World management team and employees to position the business for long term growth and success.  They have done a terrific job of making Vitamin World one of the leading specialty retailers of vitamins, minerals and supplements and we want to build on that foundation.”

“The Vitamin World employees are dedicated to helping our customers meet their wellness goals,” said Sue Gove, President of Vitamin World.  “We are excited to begin this new journey with Centre Lane Partners and to continue giving Vitamin World’s loyal customers the best products and service in the industry.”

Vitamin World began in 1976 with a kiosk in Williamsville, New York. Today, there are 380 Vitamin World stores in the United States, Guam, the Virgin Islands and Puerto Rico.

NBTY is a portfolio company of The Carlyle Group.

Latham & Watkins LLP acted as legal advisor and Lazard Middle Market LLC as the financial advisor to NBTY in connection with the transaction. Katten Muchin Rosenman acted as legal advisor and Alvarez & Marsal as the financial advisor to Centre Lane Partners in connection with the transaction.

Andre Fiebig, a partner in Quarles & Brady LLP’s Business Law practice group, has recently published two books. He co-authored the fourth edition (2016) of one of the leading works on international antitrust: “Antitrust and American Business Abroad,” published by Thomson Reuters, and is the author of “EU Business Law,” published by the Business Law Section of the American Bar Association.

“Antitrust and American Business Abroad: (4th ed. 2016) builds upon the work of previous editions and discusses recent developments in the ever-changing world of international antitrust law. Divided in six parts, the result is a comprehensive look at the contemporary landscape of international antitrust that is grounded in historical context.

“EU Business Law” is an analysis and explanation of European Union business legal issues ranging from competition and antitrust law to electronic commerce and consumer protection.

Fiebig’s practice focuses on corporate and antitrust law with an emphasis on mergers and acquisitions, international joint ventures, and commercial law.

He is currently an adjunct professor at Northwestern University School of Law where he teaches Mergers & Acquisitions. Andre also teaches regularly at Bucerius Law School in Hamburg, Germany and Hong Kong University.

“I am happy to be able to provide American-based corporations with an understanding of international business issues, and share practical information on issues affecting companies that do business abroad,” said Fiebig.

Irving, Texas-based Nexstar Broadcasting Group Inc. finally won a contentious and long-running bid Wednesday to become one of the nation’s largest media players, according to a report in The Dallas Morning News.

Nexstar announced plans to merge with Media General, edging out publisher Meredith to consummate a deal valued at $4.6 billion.

“Nexstar will acquire all outstanding shares of Media General for $10.55 a share in cash and 0.1249 of a share of Nexstar Class A common stock for each Media General share,” The Morning News reports. “Media General shareholders also are entitled to proceeds received from the sale of Media General’s spectrum in an incentive auction set to be held by the Federal Communication Commission.”

Read the story.

Strong economic growth coupled with low interest rates resulted in a perfect storm for acquisition finance, with plenty of cheap debt available to fund deals, MergerMarket reports in its Global M&A roundup for 2015 for legal advisors.

During 2015 the value of cash & equity transactions increased to US$ 699.8bn, up 43.5 percent, compared to 2014’s annual total (US$ 487.7bn), reflecting a balance between cheap loans and cash piles on balance sheets.

Law firm Skadden Arps Slate Meagher holds on to the number one spot for deal value for another year while Latham & Watkins jumps from fourth to second last year. Cravath, Swaine & Moore makes an enormous leap from thirteenth place in 2014 to third in 2015, the report says.

“Attractive tax laws have resulted in Ireland and the UK becoming the most targeted countries by US companies in 2015. Ireland (36 deals, US$ 190.7bn) received the bulk of investment from the Allergan/Pfizer deal, whilst the UK (244 deals, US$ 61.8bn) benefited from the US$ 18.2bn acquisition of Visa Europe by US-based Visa Inc.,” according to the report.

Read the report.

D.C. Toedt III, an attorney and adjunct professor at the University of Houston Law Cen­ter, has published an article that he calls “a useful teaching case for people drafting (i) merger-and-acquisition agreements, and (ii) related employment agreements, especially those being offered to employees of an acquired company.”

The article is on the On Contracts website.

The case is Cardoni v. Prosperity Bank, No. 14-20682 (5th Cir. Oct. 29, 2015), involving the acquisition of an Oklahoma bank by a Texas bank.

Read the article.