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🧩 Billion-dollar defense M&A
Also, 6 firms involved in a $6B space co sale
Lookzy: all your daily legal news in 0.1 billable hours. Litigation, deals, lateral moves and industry news; we cover it all.
Welcome to Lookzy. In today's Lookzy:
Breaking down some big defense M&A
The just-announced Voyager-BinanceUS acquisition
How 2022 is the worst year for IPOs in 32 years
A hot deal if you want a piece of Twitter
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SECOND BITE AT BILLION DOLLAR SALE
Aerojet Rocketdyne, a missile propulsion maker known for its production of the Javelin missile being actively used in Ukraine, agreed to sell itself to L3Harris, the US defense contractor, on Sunday in a $4.7 billion all cash deal.
Aerojet's exit did not come easy, though.
Aerojet had previously agreed to a $4.4 billion sale to Lockheed Martin almost exactly two years ago. In that sale, however, the FTC jumped in and sued the parties to block the merger on antitrust grounds. After putting up an initial fight, Lockheed and Aerojet agreed to terminate the acquisition. Freshfields had repped Aerojet and Hogan Lovells and McDermott had repped Lockheed Martin.
Following the failed Lockheed sale, Aerojet put itself back up on the auction block. L3Harris, largely a competitor to Aerojet, beat out General Electric for the deal. The $58/share sale price represents a 28% premium to Aerojet's share price on October 24th, the last trading day before it was announced Aerojet was putting itself back up for sale.
Simpson Thacher is representing L3Harris and Wachtell is representing Aerojet.
ECON SNAPSHOT
The difference between special bonuses and layoffs.
THE VERDICT
Arguing today's litigation news
Billion dollar verdict. Ford is expected to seek a new trial today following a $1.7 billion verdict this summer in a Georgia state court when a jury determined Ford was at fault for the design of the F-150's roof, which collapsed in a number of occasions when trucks rolled over. Taking this suit to a jury trial in a state court was likely a strategic miss for Ford, which had previously been settling such suits, before being hit with the largest jury verdict in Georgia history at the time.
More auto suits. GM is alleging that Idaho law is would be violated if they are ordered to pay treble damages in their suit against a class of vehicle owners who have won a $103 million verdict against GM for selling cars which require excessive oil consumption.
FTX contagion. A class of FTX investors represented by Girard Sharp and Hartley LLP sued Silvergate Bank and its CEO in the Southern District of CA for their role in transferring FTX customer deposits into Alameda's bank accounts, aiding and abetting FTX's fraudulent activities. In other FTX news, SBF is reportedly no longer seeking to fight extradition to the US.
Taking it easy. SCOTUS recessed for winter break without issuing a single merits opinion, making this the slowest beginning of a term in years.
Laying out arguments. Microsoft is prepping arguments for its fight against the FTC over its $69 billion acquisition of Activision Blizzard, suggesting that the deal isn't anticompetitive because the industry will become more competitive as cloud gaming expands, Microsoft trails rivals in game console development and Microsoft has only a limited presence in mobile gaming.
THE DEAL
Wheelin' and dealin' today's corporate news
Just breaking. BinanceUS, the US-arm of the world's largest centralized crypto exchange, agreed to purchase Voyager's assets out of bankruptcy for $1.022 billion in a deal designed to help allow customer funds stuck on Voyager to be unlocked. The previous party which had agreed to purchase Voyager assets out of bankruptcy was ... FTX. Kirkland is repping Voyager and Latham is repping BinanceUS.
Space sale. PE firm Advent International agreed to acquire Maxar Technologies, a satellite company, in a cash and debt deal valuing Maxar at $6.4 billion, with the British Columbia Investment Management Corporation contributing $1 billion to the purchase. The purchase agreement includes a 60-day "go-shop" expiring in mid-February. Wachtell and Milbank are repping Maxar, Weil and Covington are repping Advent and Skadden and Freshfields are repping BCI.
32 years of IPOs. 2022 is the worst year for IPOs since 1990, with only 74 companies raising an aggregate of just $8 billion in the US so far, with no other major IPOs expected EOY. Compared to last year, the number of IPOs this year are down 88% and the proceeds from such IPOs are down 95%.
Hot deal alert. Elon Musk's team is reportedly reaching out to potential investors about investing in Twitter at the original $54.20/share price that Elon paid, which would still value Twitter at $44 billion despite the exodus of advertisers and drama plaguing Twitter over the past several months. Presumably, this equity raise would serve as a secondary sale of Elon's shares to help pay down the debt on the company.
Card chargeback. Citigroup reached an agreement with all ten Revlon Inc. lenders it had accidentally wired an aggregate of over $500 million to, paying off a Revlon loan years early with its own money rather than making a single payment. The parties announced more than 75% of the funds were now returned to Citi.
BUSINESS OF THE FIRM
Lateral Moves:
Michael Carvin, the prolific SCOTUS and appellate litigator, is retiring from Jones Day.
The Senate confirmed Dana Douglas to the Fifth Circuit, the first Black female judge to serve there.
The Senate confirmed seven nominees for seats on DC's trial and appellate courts.
Industry News:
Crowell & Moring signed a lease moving its NYC office to 2 Manhattan West in Hudson Yards, the same building that Cravath is moving to in 2024. Crowell & Moring expects to move to the building in early 2023.
Quarles & Brady announced that it will rebrand to just "Quarles", though it will keep Quarles & Brady as its legal name.
It's the last week before Christmas for firms to announce bonuses. Who's left to announce? Check out the Lookzy Reverse Bonus Tracker for timely updates to who's announced and who's left. Did your firm just announce? Reply to this email and we can update.
BOILERPLATE
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