Tender Offer Rule Fix Webinar

Delaware has modified its tender offer rules to streamline the second step merger process as I described in my post, Tender Offer Rule Fix.

Latham & Watkins hosted a valuable webinar on this topic recently with the replay available below.

The link to the sign up page and a description of the webinar are presented below.

Sign up link.

A Complimentary 60-minute Webcast

Amendments to Delaware Merger Statutes:
An Arrow in Your Quiver, Not a Silver Bullet

Program

The Delaware State Bar Association recently proposed amendments to the Delaware General Corporation Law (DGCL) intended to facilitate the use of tender offers in acquisitions of publicly traded corporations. If adopted, these amendments will, in many circumstances, permit the purchaser of a simple majority of a target’s outstanding shares (as opposed to the current 90 percent threshold) to effect a short-form merger immediately, saving substantial expense, eliminating the delay associated with SEC review of disclosure materials and facilitating financing for leveraged transactions.

 

Registration

 

Click here to register for this webcast. A confirmation message will be sent to your email address with instructions for logging on to the webcast.

 

In this 60-minute webcast, we will explore the intended benefits of the proposed amendments, why they represent a positive step in the recent evolution of tender offer practice, and what private equity firms in particular need to consider regarding this transaction structure.

 

Speakers
Michael Allen, Director, Richards, Layton and Finger

David S. Allinson, Partner, New York
Bradley C. Faris, Partner, Chicago
Timothy P. FitzSimons, Partner, Chicago
Howard A. Sobel, Partner, New York

Questions

For more information and questions about this event, please contact Michele Bravo at michele.bravo@lw.com or +1.213.892.3054.

Sponsors

Latham & Watkins LLP is a leading global law firm dedicated to working with clients to help them achieve their business goals and overcome legal challenges anywhere in the world. The firm has earned considerable market recognition based on a record of landmark matters and a unified culture of innovation and collaboration. From a global platform of offices covering the world’s major financial, business and regulatory centers, the firm’s lawyers help clients succeed. For more information, visit www.lw.com.

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In M&A, Is Flat the New Up?

By Dennis McCarthy – (213) 222-8260 – dennis@mbsecurities.com – 

In my experience with M&A deals, everything increases; it goes up.

All projections show increases in revenues and profits.  If you buy a company today, you’ll sell it for more money later.  Deals get bigger. Debt leverage goes up.  M&A multiples go up.  The M&A business, itself, goes up.  But what if…?

That’s the sobering message from  a study of middle market M&A published by Deloitte, the international accounting firm, looking back over 2011 and 2012.

Deloitte reports that between 2011 and 2012, middle market M&A was flat.  Deal volume was flat. Average deal value was flat.  Purchase price multiples were flat. Senior debt multiples were flat.  You get the idea.

But look on the bright side.  At least those metrics were flat.

International acquisitions of US middle market companies declined.

Purchase price multiples of LBOs declined.

All things considered, flat may not be so bad.  Maybe flat is the new up.

Supposedly, statistics don’t lie.  But 2012 certainly seemed to me to be a better, more active year than 2011.

Company executives I know seemed to be more confident that the economy was stable.  Not big growth but no big problems either.

Maybe we won’t see the impact of the improved environments until this year, 2013, given how long it takes to close an M&A deal,

I know I’m looking forward to an active 2013.  In any event, I’ll take flat over down every time.

I’ve attached a link to the Deloitte report below.

Please contact me to help your company with M&A or any capital market project. 

Deloitte US Middle Market M&A Stats 2012

 

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