Special Committee Advisory
Greenhill is renowned for its independence, experience and discretion and is often called into special situations which require the delivery of unconflicted advice.
In many cases, this involves advising a Special Committee of the Board of Directors which has been formed due to the conflicts in relation to a possible transaction. Often our role involves not only assisting with a transaction process, but also delivering a fairness opinion.
Our Managing Directors and professionals in North America, the United Kingdom, Continental Europe, Australia, Brazil and Japan have advised the Special Committees of numerous leading companies as they have navigated complex transaction processes.
Below we highlight a few of the transactions on which we have advised in this area:
Most Recent Transactions
Brookfield Canada Office Properties
Advised the Special Committee of Brookfield Canada Office Properties, Canada’s pre-eminent office real estate investment trust, on its go private transaction with Brookfield Property Partners L.P.
Advised the Special Committee of the Board of Directors of IAC/InterActiveCorp, a leading media and internet company, on the creation of a new class of non-voting common stock
Concordia International Corp
Advised the Special Committee of the Board of Directors of Concordia International, a diverse, international specialty pharmaceutical company focused on generic and legacy pharmaceutical products and orphan drugs, on its strategic review process
Whistler Blackcomb Holdings Inc.
Advised Whistler Blackcomb Holdings Inc., a 75% owner and operator of the largest and most visited mountain resort in North America, on its sale to Vail Resorts, Inc.
Rofin-Sinar Technologies, Inc.
Advising Rofin-Sinar Technologies, Inc., a leading manufacturer of industrial laser sources and laser-based solutions and components, on its sale to Coherent, Inc., a leading provider of lasers and laser-based technology for scientific, commercial and industrial customers
Blount International, Inc.
Advised the Special Committee of the Board of Directors of Blount International Inc., a leading global manufacturer of saw chains, guide bars, sprockets and other equipment for the forestry, agriculture and construction markets, on its sale to American Securities LLC and P2 Capital Partners, LLC
Niska Gas Storage Partners
Advised the Conflicts Committee of the Board of Directors of Niska and provided a fairness opinion on its sale to Brookfield
GFI Group Inc.
Advised the Special Committee of GFI Group Inc. on its sale to BGC Partners, Inc.
Voya Financial, Inc.
Advised the Independent Committee of the Board of Directors of Voya Financial, Inc. in connection with Voya Financial, Inc.’s repurchase of 4.5mm shares (aggregate repurchase of $175mm) from ING Groep N.V.
Voya Financial, Inc.
Advised the Independent Committee of the Board of Directors of Voya Financial, Inc. in connection with Voya Financial, Inc.’s repurchase of 7.7mm shares (aggregate repurchase of $300mm) from ING Groep N.V.
ING U.S., Inc.
Advised the Independent Committee of the Board of Directors of ING U.S., Inc. in connection with ING U.S., Inc’s repurchase of 7.2mm shares (aggregate repurchase of $250mm) from ING Groep N.V.
Tesoro Hawaii, LLC
Advised the Special Committee of the Board of Directors of Par Petroleum in connection with its acquisition of Tesoro Hawaii, LLC from Tesoro Corporation
Morgans Hotel Group
Advised the Special Transaction Committee of the Board of Morgans Hotel Group on the transfer of its ownership interests in Delano South Beach and The Light Group to The Yucaipa Companies in exchange for the cancellation of certain securities held by Yucaipa (debt, preferred stock and warrants) together with a $100 million rights offering backstopped by Yucaipa
50% of El Paso Natural Gas and 50% of El Paso Midstream Investment Company
Advised the Independent Directors of the Board of Kinder Morgan Energy Partners on the acquisition of 50% of El Paso Natural Gas, a ~10,000 mile natural gas pipeline system connecting the Permian Basin in Texas / New Mexico with key consumer markets in Arizona, California and Mexico, and 50% of El Paso Midstream Investment Company which includes oil and gas gathering and processing assets in the Altamont region in Northeast Utah and in the Eagle Ford shale play in Southwest Texas
American International Group (AIG)
Advised the United States Department of the Treasury (“UST”) on the full reduction of its 92% ownership stake in the insurer through numerous Secondary Public Offering Transactions
Advised the Special Committee of the Board of Directors of TNS, Inc., a leading global provider of data communications and interoperability solutions, on its sale to Siris Capital Group, a private equity firm focused on complex, control equity investments in the telecom, technology and technology-enabled business service sectors
Investments of AP Alternative Assets, L.P.
Advised the Special Committee of the Conflicts Committee of the Board of Directors of Athene Holding Ltd. in connection with the purchase of non-cash investment assets of AP Alternative Assets L.P.
Advised the Special Committee of the Board of Directors of Guardian Industries, one of the world’s leading glass manufacturers, in connection with its recapitalization and sale of a minority stake to Koch Industries
Tennessee Gas Pipeline and 50% of El Paso Natural Gas
Advised the Independent Directors of the Board of Kinder Morgan Energy Partners on the acquisition of Tennessee Gas Pipeline, a ~14,000 mile natural gas pipeline system connecting Texas, Louisiana, and the Gulf of Mexico with the northeastern U.S., and 50% of El Paso Natural Gas, a ~10,000 mile natural gas pipeline system connecting the Permian Basin in Texas / New Mexico with key consumer markets in Arizona, California and Mexico
Moorebank Intermodal Terminal
Acted as independent advisor to the Australian Government in a peer review of the proposed intermodal terminal linking Sydney’s major port with Australia’s road and rail system
Flow Control Business of Tyco International Ltd.
Provided fairness opinion to the Board of Directors of Pentair, Inc. in connection with its all-stock merger with Tyco Flow Control, a division of Tyco International Ltd. (+Transaction value represents enterprise value of combined entity)
American Dental Partners, Inc.
Advised American Dental Partners, Inc. (NASD: ADPI), one of the nation’s leading business partners to dental group practices, on its sale to JLL Partners, a leading private equity firm
Wesco Financial Corporation
Advised the Special Committee of Wesco Financial Corporation in connection with Berkshire Hathaway Inc.'s proposal to acquire the remaining 19.9% of the shares of Wesco’s common stock that it does not presently own
Advised the Independent Director Committee of Alcon, Inc., an ophthalmic pharmaceutical company, on the sale of Alcon’s outstanding publicly held interest to Novartis AG, a global pharmaceutical company
IAC / InterActiveCorp.
Advised the Special Committee of the Board of Directors of IAC, a leading Internet company, on the repurchase of all IAC shares owned by Liberty Media in exchange for a combination of cash and two operating businesses, Evite and Gifts.com
Advised the Independent Committee of eAccess Ltd., Japan's largest DSL wholesaler, on its business combination through a share exchange with EMOBILE, Ltd., the leading mobile data communications provider in Japan
Camelot Group plc
Advised the shareholders of Camelot – Cadbury, De La Rue, Fujitsu, Royal Mail and Thales – on the sale of their shareholdings in Camelot, the operator of the UK National Lottery, to Ontario Teachers’ Pensions Plan
Coca-Cola Enterprises Inc.
Advised the Affiliated Transaction Committee of Coca-Cola Enterprises Inc. on the sale of its North American bottling operations to The Coca-Cola Company and on its concurrent acquisition of The Coca-Cola Company’s bottling operations in the Nordic region
Advised the Special Committee of the Board of Directors of NYFIX, Inc., a provider of electronic trading solutions, on its sale to NYSE Euronext
Barnes & Noble College Booksellers, Inc.
Advised the Special Committee of the Board of Directors of Barnes & Noble, Inc., the world’s largest bookseller, on its acquisition of Barnes & Noble College Booksellers, Inc.
Advised Dynegy, Inc., a merchant power generator, on its sale of 9 power plants to LS Power Equity Partners in exchange for cash and Dynegy shares
EPCOR Power L.P.
Advised the Independent Committee of the Board of Directors of EPCOR Power L.P., an Alberta-based power trust, on approval of the transfer of its GP interest and 30.6% LP interest from EPCOR Utilities to a newly formed company, Capital Power Corporation
Advised Chrysler in connection with the chapter 11 proceedings to effectuate the sale of substantially all of its operating assets and certain liabilities to a newly created entity that will be jointly owned by Fiat S.p.A., the VEBA Trust (responsible for the healthcare benefits of current and former employees of Chrysler), the US Treasury and the Canadian government
Wendy's International, Inc.
Advised the special committee of the board of directors in connection with its merger with Triarc Companies, Inc., the operator of the Arby’s franchise. The combined systems will have approximately 10,000 restaurant units and pro forma annual system sales of approximately $12.5 billion, positioning it as the nation’s third largest quick service restaurant company
Advised the Board of BCE on a review of a range of strategic alternatives that culminated in an agreement to sell to a consortium consisting of Teacher's Private Capital, Providence Equity Partners and Madison Dearborn Partners for $52.0 billion that was ultimately terminated
Trans Mountain Pipeline System
Advised Independent Committee of the Board of Kinder Morgan Energy Partners on the acquisition of Trans Mountain Pipeline System, an ~800 mile pipeline which transports crude oil and refined products from Alberta to British Columbia and Washington State
Advised the Transaction Committee of the Board of Directors of SLM Corporation, commonly known as Sallie Mae, on the sale to a consortium consisting of J.C. Flowers, Friedman Fleischer & Lowe, Bank of America and JPMorgan Chase
The ServiceMaster Company
Provided fairness opinion to the Board of Directors of The ServiceMaster Company, a diversified consumer services business whose brands include Terminix, TruGreen and American Home Shield, in connection with its sale to private equity firm Clayton, Dubilier & Rice
Cardinal Health, Inc., Pharmaceutical Technologies and Services division
Provided fairness opinion to the board of directors of Cardinal Health, Inc., a global company serving the health-care industry, on the sale of its Pharmaceutical Technologies and Services business, which provides outsourced services and proprietary technologies to the global pharmaceutical and biotechnology industries
Raytheon Aircraft Company
Provided advisory services and fairness opinion to the board of directors of Raytheon Company, a market leader in the aerospace and defense industry, on the sale of its Raytheon Aircraft division, which offers aircrafts and services and the renowned Hawker and Beechcraft brand names
Forest City Ratner
Advised Forest City Enterprises, Inc. on the restructuring of its business relationship with its New York City affiliate Forest City Ratner
Reckson Associates Realty Corporation
Advised the independent directors of Reckson, a real estate investment trust specializing in properties located in New York City and the surrounding Tri-State area, on the sale of Reckson to SL Green
Verizon Communications Inc.
Provided independent valuation services in connection with the acquisition by América Móvil and Telmex of a 100% stake in Verizon Dominicana, an approximate 52% stake in Telecomunicaciones de Puerto Rico and an approximate 28.5% stake in Compania Anónima Nacional Teléfonos de Venezuela
Acted as the exclusive financial advisor to Refco Inc. in connection with its Chapter 11 proceedings which included the sale of substantially all of the assets of Refco's regulated commodities futures business to Man Financial for $1.2 billion
Advised the special committee of 7-Eleven, Inc. in connection with its evaluation of an unsolicited tender offer commenced by Seven-Eleven Japan Co., Ltd
Archipelago Holdings Inc
Provided financial advisory services and a fairness opinion to Archipelago Holdings, Inc. in its definitive merger agreement with the NYSE to create the NYSE Group, Inc
LNR Property Corporation
Advised the Special Committee of the Board of Directors and the Board of Directors of LNR Property Corporation, one of the US’ leading real estate investment, finance and management companies, on its sale to Cerberus Capital Management, L.P. and its real estate affiliate, Blackacre Institutional Capital Management, LLC
Advised the independent committee of the Board of Directors of Debenhams plc, a leading UK department store chain, with regards to the sale of the company
Advised Wella AG, a global market leader in hair care and fragrances, on its sale to The Procter & Gamble Company
Morton’s Restaurant Group Inc.
Advised the Special Committee of Morton’s on sale of the Company.
Retained by the U.S. Justice Department to advise it on the financial implications of the full range of potential remedies in the Microsoft antitrust case (U.S. v. Microsoft).
Represented the Special Committee to the Board of Directors of Genetics Institute as AHP exercised its option to acquire the remaining 40% of Genetics Institute