Corporate: Mergers & Acquisitions

Munger, Tolles & Olson represents buyers and sellers in a variety of M&A transactions, from public company mergers and “going private” transactions to privately negotiated investments and significant asset acquisitions.

MTO has represented many of our M&A clients in connection with their key transactions for decades. For all clients, we strive to build long-standing, collaborative relationships, which affords in-depth understanding of our clients’ needs, and a unique appreciation for their strategic goals.

Recently, MTO has developed a particular expertise in negotiating private equity transactions to support our clients in becoming preeminent players in the global M&A market. Our expanded private equity practice assists with closing clients’ most creative and cutting-edge deals through every stage of the investment cycle from due diligence to post-closing integration.

Below is a representative list of MTO’s recent Mergers & Acquisitions work.

  • Berkshire Hathaway. We regularly represent Berkshire in its major acquisition activity. We also represented Berkshire in its purchases of $5 billion of Goldman Sachs preferred stock, $3 billion of General Electric preferred stock, its $3 billion investment in Dow Chemical, and its CHF 3 billion investment in Swiss Re, and represented Berkshire’s subsidiary MidAmerican Energy, in its purchase of a 10% interest in Chinese battery and auto maker BYD. We also represented Berkshire in its acquisition of a controlling interest in Marmon Holdings from the Pritzker family for $4.5 billion, and in its $4 billion acquisition of Iscar Metalworkings, an Israeli tool manufacturer.
  • Universal Music Group. We represented UMG in connection with its $2 billion acquisition of BMG Music Publishing, and in its acquisition of Univision Music Group, the leading Latin music company in the United States.
  • Oaktree Capital. We represented Oaktree in the complex structuring of the acquisition of its substantial interest in Cannery Casino Resorts. We also represented the resort in its groundbreaking acquisition of “The Meadows” racetrack and casino in Pennsylvania.
  • Tornante Group. We represented Michael Eisner’s Tornante Group and Madison Dearborn Partners in the acquisition of The Topps Company, for approximately $400 million.
  • Treasure Island Hotel & Casino. We represented Phil Ruffin in his $775 million acquisition of the Treasure Island Hotel & Casino, located on the Las Vegas strip, from MGM MIRAGE.
  • Yucaipa Companies. We represented Source Interlink, a company partially owned by the Yucaipa Companies, in connection with its $1.3 billion acquisition of the Enthusiast Media division of Primedia, Inc. The transaction involved the acquisition of more than 70 magazines (including Motor Trend and Surfer), 90 websites, 65 events, two television programs and 400 branded products.

Spotlight

Going Extra Innings

In March 2007, Michael Eisner’s company, The Tornante Company, and Madison Dearborn Partners entered into an agreement to acquire The Topps Company for approximately $400 million.  From start to finish, this transaction had spectators on the edges of their seats.

With a divided board of directors and a rival bid from one of Topps’ key competitors, the deal included a contentious proxy contest, a hostile tender offer, and a courtroom battle on the validity of “go shop” and standstill provisions in M&A contracts.  At the end of it all, Michael Eisner and Madison Dearborn were able to squeak out a victory, with Topps’ shareholders narrowly approving the deal.