Transactions involving parties and businesses located outside the United States represent a substantial portion of the work performed by Seward & Kissel’s Business Transactions Group. On these matters, our team coordinates its efforts as needed with a network of top independent law firms in other jurisdictions to provide all legal advice necessary to complete the deal. In addition to all the usual expertise required to close deals, we advise clients on the unique legal and business issues that apply to cross-border transactions. From tax structuring to antitrust and regulatory approvals to advising clients on the unique legal systems and requirements in the multiple jurisdictions involved in a transaction, our team (with the support of its international co-counsel network) provides the know-how to smoothly complete deals and counsel clients on the integration and post-closing operation of combined businesses.
Set forth below is a representative list of our Cross-Border transactions. For more representative deals, please visit the Cross-Border Transactions Experience page.
- Represented Global Ship Lease, Inc. (NYSE:GSL), a leading independent owner of containerships, in connection with its acquisition of 12 containerships from Borealis Finance LLC for an aggregate purchase price of $233.9, to be funded with cash on hand, the proceeds of new bank debt, and the issuance of $35.0 million of its existing 8.00% Senior Unsecured Notes.
- Represented FWM Holdings, the parent company of Forbes Family Trust, LGL Partners and Optima Fund Management, in connection with its merger with Stanhope Capital Group, creating one of the world’s largest independent wealth management and advisory firms.
- Represented TIG Advisors in connection with its acquisition from Blackstone of a minority revenue share interest in Arkkan Capital, a Hong Kong-based alternative asset manager with approximately $1 billion of assets under management that focuses on credit and special situations investments across Asia Pacific markets.
- Represented the co-founders of Constellation Advisers, an industry leading U.S. co-sourced and outsourced investment management services provider, in connection with the sale of Constellation Advisers to investor services group IQ-EQ, a portfolio company of private equity firm Astorg.
- Represented Tri Print, LLC, a provider of turnkey packaging solutions specializing in premium pressure sensitive labels, shrink sleeves and flexible packaging, serving the personal care, health and beauty, natural products, nutraceuticals, and celebrity branding industries in connection with the sale of the business to Brook & Whittle, a leading provider of sustainable pressure sensitive and shrink sleeve prime labels.
- Represented City of London Investment Group PLC (LSE:CLIG), a London-based global fund manager, in connection with its $99,700,000 share-for-share merger with Pittsford New York-based investment manager Karpus Management, Inc.
- Represented Kennedy Lewis Investment Management, a leading opportunistic private credit investment management firm headquartered in New York City, in connection with a sale of a minority equity stake to Azimut Group, one of Europe’s largest independent asset managers, via its U.S. subsidiary Azimut Alternative Capital Partners.
- Represented Amblyotech, Inc., a US-based digital therapeutics company with a novel digital technology for the treatment of amblyopia, also known as “lazy eye,” in connection with the sale to Novartis, a leading global healthcare company.
- Represented Cayman-organized offshore drilling services company Ocean Rig UDW Inc. (NASD:ORIG) in connection with its $2.7 billion merger with Swiss-organized Transocean Ltd. (NYSE:RIG) to create one of the world’s largest fleets of offshore drilling rigs.
- Represented Boston-based M&A investment bank C.W. Downer & Co. in connection with its sale to Spain-based global financial services firm Alantra Partners, S.A. (BME: ALNT).
- Represented London-based Marex Spectron, one of the world’s largest commodities brokers, in connection with its acquisition of the consumer business of Chicago-based broker Rosenthal Collins Group and its acquisition of Chicago-based exchange-traded derivatives broker X-Change Financial Access.
- Represented Belgian-organized oil tanker operator Euronav NV (NYSE:EURN) in connection with its $2 billion merger with New York-based Gener8 Maritime (NYSE:GNRT), creating the leading independent large crude tanker operator in the world with a fleet of 76 operating vessels.
- Represented Paris and London-based iM Global Partner, a leading investment and development platform for money managers, in connection with its minority stake investments in U.S.-based investment management firms Polen Capital Management, Dolan McEniry Capital Management, Dynamic Beta Investments, Sirios Capital Management and Scharf Investments.
- Represented India-based Himatsingka Seide Ltd. (Bombay:HIMATSEIDE) in connection with its acquisition of the branded home products business of Global Brands Group (Hong Kong:GLBRF) which includes Tommy Hilfiger licensed home products.
- Represented Bermuda-based offshore drilling contractor Borr Drilling Limited (NOTC:BORR) in connection with its $232.5 million tender offer acquisition of Texas-based, Cayman-organized Paragon Offshore Limited and in connection with its $1.35 billion acquisition of the entire jack-up rig fleet of Texas-based, Swiss-organized Transocean Ltd. (NYSE:RIG).
- Represented U.S.-based asphalt shipping and trading firm Sargeant Marine in connection with the sale of a 50% stake in its business to Netherlands-based Vitol Group to form asphalt trading joint venture VALT, and thereafter in connection with its sale to Vitol of its remaining 50% interest in VALT.
- Represented Italy-based Sodali S.p.A. in connection with its acquisition of Connecticut-based Morrow & Co, LLC to form Morrow Sodali Global, the world’s largest independent corporate governance, proxy solicitation, investor relations, capital markets and shareholder services firm.
- Represented Switzerland-based multi-channel commerce software provider hybris AG in connection with its recapitalization led by private equity firm HuntsmanGay Global Capital.
- Represented Canadian alternative asset manager Sprott Inc. (TSX:SII) in connection with its acquisition of the California-based Global Companies, from natural resource investor Rick Rule in an all-share deal worth approximately $170 million in upfront consideration.
- Represented London-based UBM plc (LSE:UBM.L) in connection with dozens of cross-border transactions, including its $920 million tender offer acquisition of CMP Media Inc., a media company focused on the technology sector, its $6.5 million acquisition of Virtual Press Office Inc., a provider of communications and marketing services to live event organizers, exhibitors and attendees, its $17.6 million acquisition of trade event producer Content Marketing Institute, its $5 million acquisition of a 70% equity stake in Catersource, a U.S. catering tradeshow business, the carveout sale of its UBM Channel division, a provider of sales and marketing solutions for the technology channel, to an executive management team led investment group, the carveout sale of its Light Reading division, a provider of research-led online communities and events focused on the global communications industry, to one of its original founders, and the $23.5 million carveout sale of its electronics media portfolio to an affiliate of Arrow Electronics Inc. (NYSE: ARW).
- Represented New York-based Kudu Investment Management in connection with its minority equity investment in London-based Fair Oaks Capital Ltd.