News & Analysis as of

Leveraged Buyout

US Supreme Court confirms priority rules apply to a structured dismissal of a chapter 11 bankruptcy case

by DLA Piper on

In its recent decision Czyzewski v. Jevic Holding Corp., 137 S. Ct. 973 (2017), the United States Supreme Court held that a bankruptcy court may not approve a structured dismissal of a chapter 11 case that provides for...more

Two Recent Delaware Appraisal Decisions, Though Unlikely To Squelch Plaintiffs' Enthusiasm For Appraisal Actions, Give Companies...

by Shearman & Sterling LLP on

Recent rulings issued by the Delaware Chancery Court in two appraisal cases handed wins to the defendant companies, reflecting at least some degree of temperance within the Delaware Chancery and potentially stemming the tide...more

Recent Court of Chancery Appraisal Decisions Provide Guidance on Court's Deference to Merger Price as Evidence of Fair Value

Two recent appraisal decisions from the Delaware Court of Chancery provide additional guidance on when the court will defer to the merger price as evidence of fair value. In the first decision, In re Appraisal of PetSmart,1...more

Global Private Equity Newsletter - Winter 2017 Edition: Use by Private Equity Funds of Subscription Credit Facilities as a Form of...

by Dechert LLP on

Subscription credit facilities, or subscription lines, are typically revolving credit facilities secured on the capital commitments of investors. Interest rates on subscription lines are often similar to those for first lien...more

"Recent Opinions Highlight Different Appraisal Valuation Methods Employed in Merger Transactions by Delaware Courts"

There is a general perception that statutory appraisal challenges have been on the rise over the past several years. The Delaware Court of Chancery has issued a number of opinions during that time that use the merger price...more

FTC Reverses Prior Position – Buyers Must Now Count All New Debt as Part of the Transaction Size for HSR Purposes

by Proskauer Rose LLP on

The Federal Trade Commission's Premerger Notification Office has expanded the Hart-Scott-Rodino (HSR) reporting requirements for certain leveraged buyouts. M&A practitioners generally are familiar with the HSR premerger...more

More Leveraged Buy-Outs to Face HSR Scrutiny as Agency Expands Reporting Requirements

by Proskauer Rose LLP on

The Federal Trade Commission's Premerger Notification Office has expanded the Hart-Scott-Rodino (HSR) reporting requirements for certain leveraged buyouts. M&A practitioners generally are familiar with the HSR premerger...more

Change in LBO Valuation for HSR Purposes

by McDermott Will & Emery on

The Federal Trade Commission (FTC) recently reversed its position on how to calculate the size-of-transaction for HSR purposes in connection with leveraged buyouts (LBOs). This change in position may result in more reportable...more

The risks of co-employment liability in France

by Dentons on

Against a background of financial crisis and corporate restructurings, French workers have taken to the ramparts. Employees dismissed "for economic reasons" have, in increasing numbers, been filing complaints under the Labor...more

Structuring Challenges in Leveraged Buyouts in Israel

by Latham & Watkins LLP on

How foreign private equity sponsors and their lenders are finding solutions to local law structuring issues - Leveraged finance acquisitions have existed in the Israeli market for many years. However, for a variety of...more

Troubled Waters: The Raging Storm Over Safe Harbors

by Reed Smith on

Two United States courts recently issued decisions involving the scope of the Bankruptcy Code’s safe-harbor provision in section 546(e) related to avoidance actions. In one, in the Second Circuit, the court took a broad...more

Seventh Circuit: Section 546(e) Safe Harbor Does Not Shield From Avoidance Transfers Made Through Financial Institution Conduits

by Dechert LLP on

In FTI Consulting, Inc. v. Merit Management Group, LP, the Seventh Circuit recently held that transfers are not protected under the safe harbor of section 546(e) of the U.S. Bankruptcy Code from fraudulent transfer and other...more

Delaware Law Updates – What Is the Fair Value of a Stock? Delaware Court of Chancery Rejects the Transaction Price as the Most...

by McCarter & English, LLP on

In two recent decisions out of the Delaware Court of Chancery – In re: Appraisal of DFC Global Corp., C.A. No. 10107-CB ("DFC Global") and In re: Appraisal of Dell Inc., C.A. No. 9322-VCL ("Dell") – Chancellor Bouchard and...more

Additional Regulatory Hurdles for Private Equity Advisers

by McCarter & English, LLP on

The private equity industry should carefully consider the implications of a recent Securities and Exchange Commission ("SEC") enforcement action. In it, the SEC, for the first time, sanctioned an SEC-registered private equity...more

Global Private Equity Newsletter - Summer 2016 Edition: LBO & Management Packages In France: Are Recent Developments In The...

by Dechert LLP on

The management packages offered to managers in LBOs can sometimes be differentiating factors for financial sponsors enabling them to win a competitive process for the acquisition of a target company. However, although...more

Does Federal Bankruptcy Law Preempt State Law Fraudulent Transfer Claims Assigned to a Bankruptcy Estate Representative?

by Pepper Hamilton LLP on

The U.S. Bankruptcy Court for the District of Delaware recently issued an opinion that addresses, among other issues, the question of whether section 546(e) of the Bankruptcy Code preempts certain fraudulent transfer...more

Dell Decision Grants Claimants Fair Value Award Above Merger Price

by Morris James LLP on

Delaware law has long made clear that the price established for a company in a market transaction, while a relevant factor, does not necessarily equate to the fair value that shareholder claimants are entitled to receive in...more

Delaware Chancery Court Rejects MBO Merger Price as Best Evidence of Fair Value in Appraisal Proceeding

In In re Appraisal of Dell Inc., No. 9322 VCL, 2016 Del. Ch. LEXIS 81 (Del. Ch. May 31, 2016) (Laster, V.C.), the Delaware Court of Chancery determined that the fair value of the common stock of Dell Inc. (“Dell” or the...more

Making the Safe Harbors Safe Again - United States Court of Appeals for the Second Circuit Holds That State Law Constructive...

by Shearman & Sterling LLP on

The Bankruptcy Code contains “safe harbors” that, among other things, exempt transfers made in connection with certain financial contracts, including securities contracts, from avoidance by the bankruptcy trustee as...more

Second Circuit Limits Creditors’ Ability to Claw Back LBO Payments

by Dechert LLP on

A recent decision by the U.S. Court of Appeals for the Second Circuit, In re Tribune Company Fraudulent Conveyance Litigation,1 represents a significant victory for shareholders who may get cashed out in connection with a...more

Bankruptcy & Financial Restructuring/Finance Advisory: Second Circuit Rejects Potential Loophole in the Securities Contract Safe...

by Alston & Bird on

The Second Circuit Court of Appeals recently held that the “safe harbor” protections for securities contracts in Section 546(e) of the Bankruptcy Code prevented individual creditors’ state law constructive fraudulent transfer...more

Tranquil Waters Once Again in the Safe Harbor: Bankruptcy Safe Harbor Protects Shareholders From State Constructive Fraud Claims

Shareholders who received nearly $8 billion from the Tribune Company leveraged buyout (LBO) do not have to give back that money as a constructive fraudulent transfer. Although the possibility remains that the creditors can...more

Ever-Expanding Safe Harbor Leaves Creditors’ Claims Stranded at Sea

by Latham & Watkins LLP on

Second Circuit holds that Bankruptcy Code preempts creditors’ state law constructive fraud claims. On March 29, 2016, the Second Circuit issued its opinion in In re Tribune Company Fraudulent Conveyance Litig.,...more

Second Circuit Holds that State Law Constructive Fraudulent Transfer Claims Brought By Individual Creditors are Preempted under...

by King & Spalding on

On March 24, 2016, the U.S. Court of Appeals for the Second Circuit (the “Court”) ruled that former shareholders of the debtor Tribune Media Company (“Tribune”), who were cashed out in a leveraged buyout (“LBO”), would be...more

A reset for debt in 2015?

by White & Case LLP on

At the beginning of 2015, it was believed that the high yield bond and leveraged loan markets would continue at the levels seen in 2014. Issuance had peaked and terms were loosening. Indeed, the first quarter started...more

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