Bradley C. Faris

IAA, Inc. (NYSE: IAA) (the Company) has announced that its stockholders have adopted the previously announced merger agreement providing for the stock and cash acquisition of the Company by Ritchie Bros. Auctioneers Incorporated (NYSE: RBA) (TSX: RBA) (Ritchie Bros.) at the Special Meeting of IAA Stockholders. In a separate special meeting of shareholders, based on a preliminary vote count, Ritchie Bros. shareholders also voted to approve all proposals necessary to consummate the transaction. Accordingly, all stockholder and regulatory approvals required to consummate the transaction have now been obtained. Latham & Watkins LLP represented IAA on shareholder activism defense matters in connection with the company’s merger agreement with Ritchie Bros., including on the previously announced cooperation agreement with IAA shareholder Ancora, as well as opposition from Discerene Group LP. The Latham team was led by Chicago partners Christopher Drewry, Global Co-Chair of the firm’s Shareholder Activism & Takeover Defense Practice, and Bradley Faris, with associates Lucy Chauvin, Kennedy Holmes, and David Stepovich. Advice was also provided on securities matters by Washington D.C. partner Michele Anderson and Chicago partner Scott Westhoff, with associate KC Sands.~~

Mar 14

1 min

Nippon Life Insurance Company (Nippon Life) announced that it has reached an agreement with Corebridge Financial, Inc. (Corebridge) and its parent company, American International Group, Inc. (AIG), on May 16, 2024, to acquire a 20% equity interest in Corebridge. Nippon Life establishes a strategic partnership with these two companies through this acquisition to further enhance the value of Corebridge. The acquisition amount is expected to be approximately US$3.84 billion (approximately JPY 595 billion), which will be funded by cash on hand. The transaction is subject to procedures related to regulatory approval as well as notification of the relevant authorities in relation to the acquisition. Latham & Watkins LLP represents Nippon Life in the transaction with a cross-border corporate deal team led by Tokyo partner Hiroaki Takagi and Chicago partners Bradley Faris and Jason Morelli, with associates Nicholas Cavallo, Tyler Arnfelt, Katie Connelly, Leah Beukelman, and Danni Wang. Advice on corporate matters is also being provided by Tokyo partners Hiroki Kobayashi and Yohei Nakagawa; on tax matters by Chicago partner Diana Doyle; on insurance matters by New York partners Gary Boss and Analisa Dillingham and New York counsel Alexander Traum, with associate Teresa Wendel; on compensation and benefits matters by Chicago partner Benjamin Rosemergy, with associates Victoria Wolfe and Tayler Evan Daniels; on foreign direct investment matters by Washington, D.C. partner Jim Barker and Washington, D.C. counsel Catherine Hein, with associates Julie Choi Shin and Amulya Vadapalli; and on antitrust matters by Century City/Washington, D.C. partner Makan Delrahim, Frankfurt partner Max Hauser, Hamburg partner Jana Dammann, and Washington, D.C. counsel Britton Davis, with associates Charlie Beller, Markus Welzenbach, and Charles McGrath.~~

May 16

1 min

Mercury Systems, Inc. (NASDAQ: MRCY, www.mrcy.com), a technology company that delivers processing power for the most demanding aerospace and defense missions, has announced a continuation of recent actions by its Board to enhance the execution of Mercury’s strategic plan to drive value creation for all stakeholders through Board leadership changes and the appointment of Scott Ostfeld, Managing Partner of JANA Partners LLC, as an additional independent director with a shareholder perspective and proven investment track record. As of Mercury’s 2023 Annual Meeting of Shareholders, the Board will be comprised of nine directors, five of whom will have been appointed to the Board in the past two years. Latham & Watkins LLP advised Mercury Systems, Inc. in the changes to its Board with a shareholder activism and takeover defense team led by Chicago partners Christopher Drewry, Global Co-Chair of Latham’s Shareholder Activism & Takeover Defense Practice and Bradley Faris, with associates Henna Jalal, Michael Magstadt and Claudia Wang.  Additional advice was provided on SEC matters by partner Scott Westhoff, with associate Andrew Rutsky; on benefits and compensation matters by partner Benjamin Rosemergy, with counsel Leah Segall; and on labor matters by Bay area partner Oswald Cousins.~~

Jul 6

1 min

Waste Management, Inc. (NYSE: WM) and Stericycle (NASDAQ: SRCL) have announced that they have entered into a definitive agreement under which WM will acquire all outstanding shares of Stericycle for US$62.00 per share in cash, representing a total enterprise value of approximately US$7.2 billion when including approximately US$1.4 billion of Stericycle’s net debt. Stericycle is a premier provider of regulated medical waste and compliance services as well as secure information destruction services. Latham & Watkins LLP represents Stericycle in the transaction with a multidisciplinary deal team led by Chicago M&A partners Bradley Faris and Max Schleusener and Chicago partner Terra Reynolds, Vice Chair of the firm’s Healthcare & Life Sciences Industry Group, with M&A associates Grace Kim, Matthew Sieben, Mariah Levy, Claudia Wang, Leah Beukelman, and Amarantha Gomez. Advice was also provided on tax matters by Chicago partner Diana Doyle, with associates Michael Zucker and Jay Khurana; on executive compensation and benefits matters by New York partner Bradd Williamson, with associates Alisa Hand, Jaye Han, and Charity Wyatt; on environmental matters by Los Angeles/Houston partner Joshua Marnitz, with associate Nolan Fargo; on intellectual property matters by New York partner Jeffrey Tochner, with associate Sebastian Moss; on data privacy matters by Bay Area partner Robert Blamires, with associates Calum Docherty and Kathryn Parsons-Reponte; on US antitrust matters by Bay Area partner Joshua Holian, with associate Hanna Nunez Tse; on ex-US antitrust and FDI matters by Brussels partner Héctor Armengod and Hamburg partner Jana Dammann de Chapto, with associate Mario Barka; on real estate matters by counsel Jeffrey Anderson, with associate Moshe Friedland; on labor and employment matters by Chicago partner Nineveh Alkhas, with associate Elizabeth Annis; on compliance and regulatory diligence matters by Chicago partners Sean Berkowitz, Mark Mester, Meredith Monroe, and Kevin Jakopchek, Washington, D.C. partners Doug Greenburg, Drew Wisniewski, and Nicholas McQuaid, and Washington, D.C. counsel Timothy McCarten, with associates Lucas Novaes and Jamie Zucker; on debt financing matters by New York partner Scott Ollivierre; and on capital markets matters by associate Andrew Rutsky.~~

Jun 3

1 min

Skydance Media (Skydance) and Paramount Global (NASDAQ: PARA, PARAA) (Paramount) have announced that they have entered into a definitive agreement to form “New Paramount” — a next-generation media and technology leader. Under the terms of the agreement, Skydance will merge with Paramount in a transaction valuing New Paramount at an enterprise value of approximately US$28 billion and Skydance at US$4.75 billion, where existing Skydance investors will receive Class B stock in New Paramount and existing Paramount public investors will receive cash and Class B stock in New Paramount. An Investor Group, comprising the Ellison Family and RedBird Capital Partners, will acquire National Amusements, which holds the controlling Class A share stake in Paramount, for US$2.4 billion and invest US$4.5 billion for the cash portion of the stock/cash merger consideration to be paid for publicly traded Class A shares and Class B shares of Paramount, as well as US$1.5 billion of primary capital to be added to New Paramount’s balance sheet. The transaction is anticipated to close in the first half of 2025. Latham & Watkins LLP represents Skydance Media and the Investor Group (comprised of the Ellison Family and RedBird Capital Partners) led by partners Justin Hamill, Bradley Faris, Ian Nussbaum, Max Schleusener, Rick Offsay, and Liliana Paparelli Ranger, with associates Lauren Lefcoe and Rachelle Polsky. Advice was provided on tax matters by partners Pardis Zomorodi and Katharine Moir; on compensation and benefits matters by Julie Crisp; and on regulatory matters by Makan Delrahim, Katherine Rocco, Matthew Brill, and Elizabeth Park.~~

Jul 8

1 min