Squire Sanders corporate and M&A lawyers recognized by Chambers USA 2012 as leaders in their field.
- Representing indenture trustee U.S. Bank in a series of notes offerings aggregating US$2.4 billion for Cliffs Natural Resources, an Ohio-based global mining and natural resources company. The registered public offerings included a 10-year tranche of US$700 million aggregate principal amount of 4.875 percent senior notes and an additional issuance of US$300 million aggregate principal amount of 6.25 percent senior notes. In addition, we assisted U.S. Bank with Cliffs' public offering of US$400 million of 5.9 percent senior notes, as well as two follow-on tranches of a registered public offering of senior notes including a 10-year tranche of US$500 million aggregate principal amount of 4.8 percent senior notes and a 30-year tranche of US$500 million aggregate principal amount of 6.25 percent senior notes.
- Representing Ashland Inc., a Fortune 500 diversified chemical company, in its approximately US$3.3 billion acquisition (and related financing) of Hercules Incorporated, a global producer and marketer of specialty chemicals, creating a major global specialty chemicals company.
- Serving as chief outside counsel to the issuer, a Delaware-incorporated, British Columbia-based biotechnology company specializing in peptide therapeutics, in its CDN$16 million share offering. The best efforts offering, led by Canada-based broker-dealer Canaccord Capital Corporation, was registered in both Canada and the US but made entirely in Canada with no distribution in the United States. The offering involved interesting Regulation M issues with the US Securities and Exchange Commission in connection with the nonfirm underwriting, which we solved by limiting the distribution to jurisdictions outside the United States, as well as issues concerning the registration of warrants and the underlying shares in connection with the nonfirm underwriting.
- Representing a California-based bank holding company in its acquisition of a bank in Shanghai for US$205 million in cash, the first-ever acquisition of a China-based bank by a US-based bank. The transaction involved a number of due diligence challenges (including USA PATRIOT Act screening) and uncharted regulatory approvals. One special hurdle was the lack of an established relationship between California's Department of Financial Institutions and China's Bank Regulatory Commission. We facilitated the creation of a working relationship between the regulators including preparing the first draft of the letter of understanding that today governs the relationship between them. Finally, we overcame the unique closing challenge presented by China's approval process, in which two approvals were required, with title to the bank lost to the seller on the first approval but not conveyed to the buyer until the second approval.
- Counseling a Russia-based owner and operator of numerous TV stations and networks, owned by a group of US-based private investors, in its initial public offering on Nasdaq. This was the largest IPO by a Russia-based business outside the commodities sector for that year and the first on a US exchange in more than two years. The IPO raised more than US$380 million with a market capitalization of US$2.1 billion.
- Representing a global provider of outsourced data processing services in its US$50 million acquisition of a software development house.
- Representing the acquirer, the world's largest tire manufacturer, in connection with its US$2.6 billion acquisition of a US-based tire maker via a white knight tender offer. We also advised on the competition aspects of the deal, guiding the transaction through the US Federal Trade Commission without a second request.
- Representing Goodyear Tire & Rubber Company in the completion of its agreement with Titan Tire Corporation, a subsidiary of Titan International Inc., to sell its Europe- and Latin America-based farm tire businesses, including a licensing agreement allowing Titan to manufacture and sell Goodyear-brand farm tires in Europe, Latin America and North America, for approximately US$130 million, subject to post-closing conditions and adjustments.
- Representing a Fortune 500 manufacturer of highly engineered aerospace and industrial products in its acquisition of a leading aerospace company with US$1.5 billion in sales. The transaction, valued at US$2.2 billion, was accomplished by way of a merger of a wholly owned subsidiary of our client into the manufacturer and an exchange of the target's outstanding shares for shares of our client. The deal required securities and antitrust clearances as well as meeting challenges from competitors and other potential bidders.
- Advising Valeant Pharmaceuticals International, Inc., a Canada-based, New York- and Toronto-listed multinational specialty pharmaceutical company, on its £280 million acquisition of Lithuania-based Sanitas AB, a publicly traded specialty pharmaceuticals company.
When Madrid-based pharmaceutical business Industrial Farmaceutica Cantabria sought legal assistance with a problematic investment in a Florida-based pharmaceutical company, a recommendation led the company’s corporate officers to Squire Sanders. A me...
When the automotive industry was suffering serious difficulties in 2009 as a result of global economic conditions, even the most prestigious brands such as Land Rover and Jaguar cars did not escape unscathed.
The brands had been bought from the Ford...
Squire Sanders was selected in 2004 to serve as General Counsel to the 800 MHz Transition Administrator (TA), a hand-picked team charged with oversight and administration of the Federal Communications Commission’s (FCC) 800 MHz reconfiguration progra...
Situation:Cedar Fair, L.P., learned that CBS intended to sell its five US and Canadian Paramount amusement parks through an auction process. If Cedar Fair were able to acquire these parks, it could approximately double its holdings.Challenge:Cedar Fa...
Selected as a go-to firm in Corporate Counsel’s 2013 edition of "In-House Law Departments at the Top 500 Companies."