Status: Pending FilingAcquirer: Algonquin Power & Utilities Corp. (Canada)Acquired: Empire District Electric Company (Missouri, U.S.)Value: Approx. US$2.4 billionIndustry: Energy, Regulated UtilitiesEmpire District Electric Co., an energy company based in Missouri, confirmed in a quarterly report that it and Algonquin Power & Utilities Corp filed a joint voluntary notice with the Committee on Foreign Investment in the United States (CFIUS) on June 29, 2016. (See Empire District Form 10-Q, Nov. 7, 2016, SEC Filing.) In June, U.S. based Empire District Electric Company voted to merge with a subsidiary of Algonquin Power & Utilities Corp., a Canadian based power company … [Read more...] about Pending CFIUS Review: Algonquin Power & Utilities Corp. and Empire District Electric Company
Merge s corp into c corp
The past 18 months have been a busy time for the staffers investigating hospital mergers at the Federal Trade Commission (FTC). In December 2011, the U.S. Court of Appeals for the 11th Circuit affirmed a district court's denial of an FTC preliminary injunction motion, from which the FTC and Solicitor General in March 2012 filed a petition seeking review by the U.S. Supreme Court (the "Phoebe Transaction"). Also in March, the FTC ruled that the 2010 acquisition of control over a rival health system in the Toledo, Ohio, area would have anticompetitive effects and ordered divestiture; the parties reportedly plan to appeal (the "ProMedica Transaction"). In April 2012, the U.S. District Court for the Northern District of Illinois granted the FTC's request for a preliminary injunction against two hospital systems in Rockford, Illinois, prompting the parties to abandon their proposed transaction (the "OSF/Rockford Transaction").At issue in each of these challenges was … [Read more...] about Hospital Consolidations: Facing Competing Pressures to Merge and Remain Independent
Status: Upcoming/New FilingAcquirer: Affiliates of EQT Infrastructure (probably Sweden)Acquired: Lumos Networks Corp. (US)Value: US$950 millionIndustry: TelecommunicationsOn February 20, 2017, Lumos Networks Corp., a leading fiber-based service provider in the Mid-Atlantic region, announced that it has entered into a definitive agreement to be acquired by an investment fund affiliated with EQT Infrastructure, a Swedish based investment firm, for approximately US$950 million. (See Joint Press Release, Lumos Networks Enters into Definitive Agreement to be Acquired by EQT Infrastructure, Feb. 20, 2017; EQT Infrastructure Press Release, EQT Infrastructure enters into definite agreement to acquire Lumos Network, Feb. 20, 2017 (“[a]ffiliates of the EQT Infrastructure investment strategy have entered into a definitive agreement to acquire Lumos Networks”); and Lumos Networks Form 8-K, Feb. 20, 2017, SEC Filing.) According to Lumos … [Read more...] about Upcoming/New CFIUS Filing: Affiliates of EQT Infrastructure and Lumos Networks Corp.
Status: Pending FilingAcquirer: Enbridge Inc. (Canada)Acquired: Spectra Energy Corp. (U.S.)Value: Approx. US$28 billionIndustry: Energy, Regulated UtilitiesAccording to a recent regulatory filing, “[o]n October 11, 2016, Spectra Energy and Enbridge submitted a draft joint voluntary notice with the Committee on Foreign Investment in the United States (CFIUS). On November 2, 2016, Spectra Energy and Enbridge submitted the final joint voluntary notice with CFIUS. Spectra Energy and Enbridge are awaiting confirmation from CFIUS that it has accepted the parties’ joint voluntary notice.” (Enbridge Inc., Amendment No. 3 to Form F-4, Nov. 14, 2016, SEC Filing.) On September 5, a merger agreement was executed between Spectra Energy Corp., a Delaware corporation, Enbridge Inc., a Canadian corporation, and Sand Merger Sub, Inc., a Delaware corporation, and a direct wholly owned subsidiary of Enbridge, whereby Spectra will merge with … [Read more...] about Pending CFIUS Filing: Enbridge Inc. and Spectra Energy Corp.
Last Thursday, the New York Court of Appeals issued a stark reminder to transactional lawyers: no matter how much “common interest” two parties may have with respect to a transaction, the common interest doctrine may not protect their communications.In Ambac Assurance Corp. v. Countrywide Home Loans, Inc., New York’s highest court held, in a 4-2 decision, that a party waives its attorney-client privilege if it shares privileged information with another party unless (i) those two parties share a common legal interest, (ii) the communication between the parties was made in furtherance of that legal interest, and (iii) the communication relates to pending or anticipated litigation. Plaintiff Ambac insured residential mortgage-backed securities issued by defendant Countrywide. When those securities failed during the financial crisis, Ambac sued Countrywide under various breach of contract and fraud theories. Ambac also sued Bank of America, which acquired … [Read more...] about New York’s Highest Court Refuses to Expand the Common Interest Doctrine to Merging Parties