Deal Watch: Firms Face Shifting Winds as Virus Strikes, US Race Is Reshaped
On top of preexisting recession fears, disruptive trade wars and the usual political uncertainties, deal makers are now also facing the coronavirus.
March 06, 2020 at 06:32 PM
6 minute read
Deal Watch is The American Lawyer's (mostly) weekly roundup of big-ticket and transformative deals and the law firms that guide them. Have a transaction you'd like us to consider? Email us at [email protected].
It's hard to keep track of all the forces threatening to upend the M&A scene these days. On top of preexisting recession fears, disruptive trade wars and the usual political uncertainties, the business community can now add another: a pandemic viral outbreak.
Sure, things haven't been all doom and gloom. As progressives mourned the end of Elizabeth Warren's presidential campaign, Bernie Sanders' Super Tuesday setback and the sudden rally around Joe Biden, deal lawyers could briefly remove their face masks to breathe a sigh of relief at the exit of a top critic of the private equity industry and the resurgence of an establishment figure.
But the more immediate issue is the coronavirus, and the disease it facilitates, COVID-19. The outbreak has wreaked havoc on stock markets, airline travel, conferences and supply chains. Multiple U.S. law firms have cancelled partner meetings, curtailed travel and are opening the doors for attorneys and staff to work from home if possible.
Many firms, such as Skadden, Arps, Slate Meagher and Flom, have produced guidance for clients around how the virus is expected to affect various industries.
It's still too early to fathom the full economic impact of the virus. But in a knowledge-worker and service oriented economy like the U.S., and the legal sector in particular, keeping away from people is generally not good for business—or deal making. And with so many sectors likely to be affected, demand for legal services is bound to suffer.
In the meantime, we'll wash our hands and review some of the deals still getting done:
WillScot Corp./Mobile Mini Inc.
Baltimore-based WillScot Corp., a portable storage solutions company, and Phoenix-based Mobile Mini, also a portable storage solutions entity, will combine in a merger worth $6.6 billion. WillScot shareholders will own 54% of the new combined company, while Mobile Mini investors will hold the remaining 46%. WillScot has 120 locations in North America that handle over 150,000 modular space and storage units. Mobile Mini boasts around 200,000 storage and office units in 156 locations in the U.S., Canada and the U.K.
Allen & Overy for WillScott Corp./Davis Polk & Wardwell for Mobile Mini/Kirkland & Ellis for TDR Capital (controlling stockholder for WillScott)
Cornerstone OnDemand Inc./Saba
It's good to invest in people. Cornerstone OnDemand is investing in a company to help it better help companies invest in theirs. The Santa Monica-based "people development solutions" company is acquiring Saba, a "talent experiences company," for $1.395 billion. The combined company will serve 75 million customers across over 7,000 organizations. Saba, positioning itself as a talent experience platform, uses AI and machine learning to develop personalized solutions for individual employees for the purposes of recruitment and retention. Does a machine really know what I want at work? Seems like we will find out.
Cooley for Cornerstone OnDemand Inc./Paul Hastings for Saba
Gilead Sciences/Forty Seven Inc.
It's a California thing. Foster City-based biopharmaceutical company Gilead Sciences is acquiring Menlo Park-based Forty Seven Inc. for $4.9 billion, or $95.50 per share. Forty Seven is a clinical-stage immuno-oncology company. Its work is focused on developing therapies "targeting cancer immune evasion pathways and specific cell targeting approaches." That's a fancy way of saying they are trying to cure cancer by figuring out how the cancer cells don't get taken out by your body's macrophages like most other unwanted internal guests. More power to them.
Skadden, Arps, Slate, Meagher & Flom for Gilead Sciences/Cooley for Forty Seven Inc.
Thermo Fisher Scientific/Qiagen N.V.
Waltham, Massachusetts-based Thermo Fisher Scientific is set to acquire Qiagen, a Netherlands-based molecular sampling company, for $11.5 billion. Thermo Fisher, which boasts revenues of $25 billion, bills itself as a "helper of science," providing services, equipment and consulting to those companies in the hard sciences game. Qiagen, a provider of Sample to Insight solutions, does analysis of DNA, RNA and other little bits that make up life as we know it. The company has over 5,100 employees in 35 locations worldwide.
Wachtell, Lipton, Rosen & Katz for Thermo Fisher Scientific/Linklaters and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo for Qiagen N.V.
Covea/PartnerRe Ltd. (Exor)
French mutual insurance group Covea has agreed to purchase Bermuda-based re-insurance company PartnerRe for $9 billion. The combined enterprise would represent $26.02 billion in premiums spread throughout France (66%), the rest of Europe (13%), North America (15%) and other countries (5%). Reinsurance would comprise about 25% of that existing portfolio.
Debevoise & Plimpton for Covea/Sullivan & Cromwell for Partner Re Ltd. (Exor)
Amherst Residential/Front Yard Residential Corp.
Amherst Residential, a "vertically integrated owner and operator of single family residential real estate that facilitates investor ownership of single family homes," has agreed to purchase Front Yard Residential for $2.3 billion. Front Yard, based in the U.S. Virgin Islands, provides real estate and mortgage portfolio management services. Front Yard shareholders will receive $12.50 per share in cash, which represents a 14% premium over the company's closing share price when it decided to start looking for potential buyers.
Gibson, Dunn & Crutcher for Amherst Residential/Weil, Gotshal & Manges for Front Yard Residential Corp./Debevoise & Plimpton for Deutsche Bank Securities (financial adviser to Front Yard)
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