/sites/default/files/entity_pdf/CFIUS.pdf

CFIUS

Skadden, Arps, Slate, Meagher & Flom LLP and affiliates (“Skadden, Arps” or “Skadden”) is known for its work representing clients in reviews before the Committee on Foreign Investment in the United States (CFIUS) pursuant to the Exon/Florio Amendment to the Defense Production Act of 1950, as amended. CFIUS reviews the national security implications of a wide range of foreign acquisitions of, and investments in, U.S. businesses.

Skadden attorneys have been involved in some of the largest and most complex transactions reviewed and approved by CFIUS. We have represented a variety of entities (both public and private) before CFIUS, including purchasers, sellers and minority investors. Skadden also has advised financial institutions, private equity consortia and other institutional investors on issues raised by cross-border transactions, including with regard to the Foreign Investment and National Security Act of 2007.

Skadden provides counsel on structuring, negotiating and documenting transactions to address regulatory issues. The firm’s experience with the CFIUS review process has given us a unique understanding of the arrangements necessary to resolve U.S. government security concerns presented by proposed transactions. Skadden’s work in this area includes negotiation of national security agreements, network security agreements, proxy agreements, special security agreements and administrative services agreements. In addition, we have worked on congressional hearings regarding particular transactions and proposed reforms of CFIUS reviews. Attorneys at Skadden have long-standing relationships with representatives from the U.S. government, including the executive branch agencies that comprise CFIUS — a critical element to a successful outcome. Skadden attorneys also speak and write frequently on developments regarding the CFIUS review process. The firm received a 2014 Chambers USA “Award for Excellence” in recognition of the firm’s International Trade and CFIUS practices.

Clients that Skadden has represented in the CFIUS review process during the past several years include the following, among others:

  • Alcatel, a wireline and wireless telecommunications company in France, in its US$13.4 billion merger-of-equals with Lucent Technologies Inc., a manufacturer of products used to build telecommunications network infrastructure;
  • Allco Fund Management Limited, a subsidiary of Allco Finance Group, with the U.S. law aspects of its US$245 million acquisition of Rubicon Holdings, a real estate investment trust. All three companies are based in Australia;
  • Anheuser-Busch Companies, Inc. in its approximately US$52 billion acquisition by InBev N.V. (Brazil-Belgium). This deal was named "U.S. M&A Deal of the Year" for 2008 at the Financial Times and Mergermarket M&A Awards Americas (Oct. 30, 2008);
  • Bear, Stearns & Co., Inc. in its proposed, but terminated, US$1 billion cross-investment in China CITIC Securities Co., Ltd. (China) and the establishment of a joint venture investment bank in Hong Kong;
  • BioVeris Corporation, a biotechnology company, in its US$600 million acquisition by Roche Holding AG (Switzerland), a pharmaceutical company;
  • Central SAFE Investments, an entity created by The People's Republic of China, in the placement of US$3 billion of China's foreign exchange reserves in a pre-IPO acquisition of up to 10 percent of the non-voting common units of The Blackstone Group L.P., a private equity firm. Skadden was selected as the "Editor's Choice Newcomer of the Year" by Private Equity International for this deal (March 2008);
  • the independent nonexecutive directors of CNOOC Limited (China) in CNOOC's proposed, but terminated, US$18.5 billion acquisition of Unocal Corporation, an oil and natural gas exploration and production company and a producer of geothermal energy. This deal was selected as one of the "Breakthrough Energy Deals" for 2005 by Investment Dealers' Digest (Jan. 16, 2006);
  • Daimler AG (Germany) (as U.S. counsel) in its €1.95 billion sale of a 9.1 percent stake to Aabar Investments PJSC (United Arab Emirates);
  • DRS Technologies, Inc., a manufacturer of military electronics products, in its approximately US$5.2 billion acquisition by Finmeccanica S.p.A., an aerospace and defense company in Italy;
  • Dubai Aerospace Enterprise Ltd. (United Arab Emirates) in:

    • its US$436 million sale of Landmark Aviation to GTCR Golder Rauner, LLC (a private equity firm) and Encore FBO, LLC. Encore FBO, LLC and Landmark Aviation are fixed base operators that serve the aviation industry; and
    • its US$1 billion acquisition of Standard Aero Acquisition Holdings, Inc., a special purpose entity formed by Standard Aero Limited (a provider of aircraft maintenance services based in Canada), from The Carlyle Group, a private equity firm. Skadden also represented DAE Aviation Holdings, Inc. in the related acquisition financing, including: a US$937 million senior secured bank financing from Barclays Bank PLC and a US$325 million high-yield offering of 11.25% senior notes due 2015;
  • Electricité de France S.A. (France) in its US$4.5 billion acquisition of a 49.9 percent stake in the nuclear business of Constellation Energy Group, Inc.;
  • Elgar Electronics Corporation (a portfolio company of private equity firms Oaktree Capital Management, LLC and GFI Energy Ventures LLC), a manufacturer of programmable power supplies and power conversion products, in its US$108 million acquisition by Xantrex Technology Inc. (Canada), a designer of power conversion products and backup power equipment;
  • Eppendorf AG (Germany) in its approximately US$110 million going-private acquisition of New Brunswick Scientific Co., Inc. Both companies are manufacturers of biotechnology laboratory equipment;
  • Gateway, Inc. in its approximately US$710 million acquisition via a tender offer by Acer Inc. (Taiwan). Both companies are manufacturers of computers and printers;
  • Global Crossing Limited (a telecommunications company) in its US$250 million sale of a 62 percent stake to Singapore Technologies Telemedia Pte. Ltd., as part of Global Crossing's Chapter 11 bankruptcy. Skadden's representation of Global Crossing before CFIUS included negotiation of an innovative Network Security Agreement;
  • Global Strategies Group, a United Kingdom-based international provider of security and risk mitigation strategies, in its acquisition of SFA, Inc., a provider of security solutions for defense, intelligence and homeland security agencies;
  • Great Plains Energy Incorporated in the $300 million sale of its subsidiary, Strategic Energy LLC, to Direct Energy LLC (Canada), a subsidiary of Centrica plc (United Kingdom). All companies are providers of energy;
  • Helio LLC in its US$39 million acquisition by Virgin Mobile USA, Inc. from EarthLink, Inc., a provider of Internet services, and SK Telecom Co., Ltd. (South Korea). Helio, Virgin Mobile and SK Telecom are all providers of wireless telecommunications services;
  • Laidlaw International, Inc., an operator of school and passenger buses, in its approximately US$3.6 billion acquisition by FirstGroup plc (United Kingdom), an operator of passenger trains, passenger buses and school buses;
  • Maher Terminals, LLC, a provider of shipping containers, in its acquisition by RREEF Funds L.L.C., the real estate unit of Deutsche Bank AG (Germany);
  • Meadville Holdings Limited (Hong Kong) in the approximately US$521 million sale of its printed circuit board business to TTM Technologies, Inc. This transaction was the first in which shares of a U.S. listed company were used as consideration in a Hong Kong public M&A transaction. Skadden also represented Meadville Holdings in the approximately US$359 million sale of its laminate and prepreg manufacturing business to Tang Hsiang Chen, the controlling shareholder of Meadville Holdings. Both Meadville Holdings and TTM Technologies are manufacturers of electronic components; 
  • The NASDAQ Stock Market, Inc. in its US$1.6 billion sale of a 28 percent stake in the London Stock Exchange Group plc to Borse Dubai Limited (a holding company for investments in the stock exchange made by Dubai International Financial Centre). In addition, NASDAQ supported Borse Dubai in its tender offer for OMX AB (Sweden), an operator of stock exchanges. Following the completion of Borse Dubai's tender offer, NASDAQ acquired all the shares of OMX owned by Borse Dubai. NASDAQ also became a strategic shareholder and the principal commercial partner of the Dubai International Financial Exchange (DIFX). Skadden also represented The NASDAQ Stock Market, Inc. as borrower in an approximately US$2 million acquisition financing from Bank of America;
  • National Grid USA, a distributor of electricity and natural gas, in its $2.9 billion divestiture of Ravenswood Generating Station to TransCanada Corporation, an operator of oil and natural gas pipelines. Ravenswood Generating Station is a 2,450-megawatt natural gas and fuel-oil-fired facility in Queens, N.Y.;  
  • Nokia Siemens Networks B.V. (the Netherlands) in its proposed US$650 million acquisition of the CDMA business and LTE Access assets of Nortel Networks Corporation (Canada) as part of Nortel's Chapter 11 restructuring in the U.S. and its Company Creditors Arrangement Act proceedings in Canada;
  • Oakley, Inc., a retailer of sunglasses and sporting apparel, in its approximately US$2.1 billion acquisition by Luxottica Group S.p.A. (Italy), a designer of upscale eyeglasses and sunglasses;
  • OAO Severstal (Russia) in:

    • its US$810 million acquisition of Sparrows Point LLC from ArcelorMittal (Luxembourg). All three companies are steel manufacturers;
    • its US$327 million acquisition of WCI Steel, Inc. Both companies are manufacturers of steel; and
    • its approximately US$1.3 billion acquisition of Esmark Incorporated. Both companies are producers of steel;
  • Och-Ziff Capital Management Group, an institutional asset manager, in its sale of a 9.9 percent equity stake to Dubai International Capital LLC upon the completion of Och-Ziff's initial public offering;
  • Pacific Equity Partners (Australia) in its approximately US$1 billion leveraged buyout of an 82 percent stake in American Stock Transfer & Trust Company, an independent share registry;
  • Permira Funds (a private equity firm in the United Kingdom) in the approximately US$2.3 billion sale of Jet Aviation Holding AG (Switzerland) by Dreamliner Lux S.a.r.l. (a Luxembourg-based company controlled by Permira Funds) to General Dynamics Corporation;
  • Research In Motion Limited (Canada), a manufacturer of wireless products for the telecommunications industry, in its approximately US$101 million bid for Certicom Corp. (Canada), a manufacturer of security software;
  • SanDisk Corporation, a supplier of flash storage card products, in response to an unsolicited proposal from Samsung Electronics Company, Ltd. (South Korea);
  • Schneider Electric SA (France) in its approximately US$562 million acquisition of BEI Technologies, Inc., a manufacturer of electronic sensors, motors and motion control products;
  • Textron Inc. in the approximately $645 million sale of its fluid and power business to Clyde Blowers Capital Fund II LP (a private equity fund created by Clyde Blowers Limited, a provider of clean energy technologies for coal-fired power plants based in the United Kingdom);
  • Toshiba Corporation (Japan) in:

    • the US$540 million sale of a 10 percent stake in Westinghouse Electric Company LLC, a builder of nuclear power plants, to Kazatomprom (Kazakhstan), a supplier of uranium; and
    • its US$5.4 billion acquisition of Westinghouse Electric Company LLC, a builder of nuclear power plants, from British Nuclear Fuels plc (United Kingdom);
  • Tumbleweed Communications Corp., a provider of Internet security software, in its approximately $145 million acquisition by Sopra Group (France), an information technology services company, via its subsidiary Axway Software S.A. (France); and
  • United Group Limited (Australia), a provider of outsourcing services in the construction, rail and energy industries, in its approximately US$411 million acquisition of UNICCO Service Company, a provider of building maintenance services.