Dow Lohnes attorneys counsel parties in connection with the structuring and implementation of going private transactions. These matters often involve multi-party negotiations among the controlling shareholders, management, finance partners (often private equity or leveraged buyout firms) and bank lenders. They also involve negotiations between the controlling shareholders or acquiring group, on the one hand, and the board of directors of the target company or a Special Committee of the board, acting on behalf of the public shareholders, on the other hand. Our attorneys are able to advise and assist our clients on all aspects of going private transactions, including the unique and complex issues under state corporate and fiduciary laws and the preparation and filing of all documents required to comply with Securities Exchange Commission disclosure requirements. Our attorneys in this area also work closely with attorneys in our Litigation practice in connection with going private transaction-related litigation, including appraisal proceedings and class action lawsuits.
Recent transactions in which our attorneys represented one of the parties involved in a going private transaction include the following:
- We represented Cox Enterprises in connection with its tender offer for the publicly traded shares of Cox Radio and the related going private transaction.
- We represented the founding and controlling shareholders of Insight Communications, a major cable operator, in connection with their negotiations with The Carlyle Group, their private equity sponsor, and the acquiring group’s negotiations with the Special Committee of Insight Communications to acquire the minority interest of the public shareholders in a transaction valued at approximately $700 million.
- We represented Cox Enterprises in connection with taking Cox Communications, Inc. private through the $8.5 billion acquisition of the publicly traded shares of Cox Communications, Inc.
- We represented Wengen Alberta Limited Partnership (funded by Kohlberg Kravis Roberts & Co., Citi Private Equity and other investors) in the management-led going private transaction to acquire the stock of Laureate Education, Inc., including Walden University.
- We represented Providence Equity Partners and Goldman Sachs Capital Partners in connection with the $3.4 billion acquisition of Education Management Corporation and related financing activities.