Practice Areas & Industries: Jenner & Block LLP

Practice/Industry Group Overview

Our Mergers & Acquisitions lawyers regularly represent the Fortune 500, smaller public and private companies, special committees, senior lenders, investment bankers, ESOP trustees, institutional investors and other parties in all types of domestic and cross-border merger & acquisition activities, including acquisitions, divestitures, spin-offs, MBOs, LBOs, proxy contests, going-private transactions and reorganizations. These representations include both friendly and contested acquisitions, tender offers, auctions and defensive planning.

Services Available

Clients seek our advice from front-end strategic planning for transactions to managing the deal process through successful execution and closing. Our corporate attorneys work closely with attorneys from our Tax, ERISA and Executive Compensation, Labor, Environmental, Government Contracts, Real Estate and regulatory groups to provide comprehensive due diligence and integrated transaction structures. Our attorneys have extensive and varied transaction experience and up-to-date knowledge of the ever-changing regulatory, legal, tax, accounting and business issues impacting our clients in these transactions.

The following are representative transactions worked on by lawyers in our Mergers & Acquisitions Practice:

• Represented General Motors Corporation in a transaction in which The News Corporation acquired 34 percent of Hughes Electronics (DirecTV) for approximately $6.6 billion and GM split off the rest of the company to public stockholders in transactions valued at approximately $17 billion.

• Represented General Dynamics Corporation in more than 20 acquisitions and dispositions of public and privately held businesses ranging in size from $50 million to more than $5 billion, including a recently completed $1.3 billion cross-border acquisition.

• Represented Tenneco Inc. in its six-year, $25 billion, corporate restructuring which included numerous acquisitions, mergers, spin-offs and divestitures and ultimately resulted in the creation of several separate public companies, including Case Corporation, Newport News Shipbuilding Inc., Pactiv Corporation, Tenneco Automotive, Inc. and Packaging Corporation of America.

• Represented Honeywell International Inc. and a newly formed subsidiary, Honeywell HomMed LLC, in the acquisition of HomMed LLC, a Milwaukeebased provider of home health care services and products.

• Represented Motorola, Inc. in its acquisition of Force Computers from Solectron Corporation.

• Represented Integrated Management Services, Inc. and its stockholders in the sale of its outstanding stock to Anteon International Corporation.

• Represented Minuteman International, Inc. in a going-private transaction with its majority shareholder, Hako-Werke International GmbH of Germany.

• Represented American Tool Companies, Inc. in the $419 million sale of its remaining interests to Newell Rubbermaid Inc.

• Represented Pechiney S.A. in numerous corporate and asset acquisitions and dispositions.

• Represented Lante Corporation in the approximately $41 million cash tender offer by SBI and Company, Inc. to purchase all of the outstanding common stock of company. During the course of this engagement, Jenner & Block's litigators defeated lawsuits in Illinois courts that sought to block the closing of this transaction.

• Advised and represented numerous clients in various S corporation ESOP acquisitions, including, most recently, State Street Bank and Trust Company in connection with the acquisition of Scitor Corporation.

• Represented the selling shareholders of Technology, Management & Analysis Corporation in connection with the sale of the company to L-3 Communications Corporation.

• Represented Houlihan Lokey Howard & Zukin, an independent financial advisor, in rendering fairness opinions including the acquisition of Kenetech Corporation by Value Capital Partners, L.P. and the acquisition of Herzog Heine Geduld by Merrill Lynch & Co., Inc.

• Represented Florida East Coast Industries in the sale of its wholesale telecommunications transport subsidiary, EPIK Communications, to Odyssey Telecorp.

• Represented and advised The Chicago Faucet Company in connection with its sale to the Geberit Group.

We are also active in leading the profession in this field. One of our lawyers co-chaired the American Bar Association Business Section Editorial Sub-Committee, which published the Model Stock Purchase Agreement and Commentary, a highly regarded source for mergers and acquisitions lawyers. Our lawyers also recently published a book, entitled Directors and Officers Liability -- Prevention, Insurance and Indemnification. We frequently speak at national and local bar association seminars and client industry programs on new developments and how they affect participants in the mergers & acquisitions arena.

Clients:
General Motors Corporation , General Dynamics Corporation , Tenneco Inc., American Tool Companies, Inc., Pechiney S.A., Lante Corporation , Houlihan Lokey Howard & Zukin, Florida East Coast Industries , The Chicago Faucet Company, Elkay Manufacturing Company