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

20-Apr-17
Pending
$4.3 billion
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Target: 

Brookfield Canada Office Properties

U.S.A. flag
Acquiror: 
Brookfield Property Partners L.P.

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.

02-Nov-16
$NA
U.S.A. flag
Target: 

IAC/InterActiveCorp

flag not available

Advised the Special Committee of the Board of Directors of IAC/InterActiveCorp, a leading media and internet company, on the potential creation of a new class of non-voting common stock 

13-Oct-16
$NA
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Target: 

Concordia International Corp

flag not available

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

08-Aug-16
$1.5 billion
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Target: 

Whistler Blackcomb Holdings Inc.

U.S.A. flag
Acquiror: 
Vail Resorts, 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.

16-Mar-16
$942 million
U.S.A. flag
Target: 

Rofin-Sinar Technologies, Inc.

U.S.A. flag
Acquiror: 
Coherent, Inc.

Advised 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

10-Dec-15
$855 million
U.S.A. flag
Target: 

Blount International, Inc.

U.S.A. flag
Acquiror: 
American Securities LLC and P2 Capital Partners, LLC

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

14-Jun-15
$912 million
U.S.A. flag
Target: 

Niska Gas Storage Partners

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Acquiror: 
Brookfield Infrastructure Group

Advised the Conflicts Committee of the Board of Directors of Niska and provided a fairness opinion on its sale to Brookfield

20-Feb-15
$800 million
U.S.A. flag
Target: 

GFI Group Inc.

U.S.A. flag
Acquiror: 
BGC Partners, Inc.

Advised the Special Committee of GFI Group Inc. on its sale to BGC Partners, Inc.

12-Nov-14
$175 million
U.S.A. flag
Target: 

Voya Financial, Inc.

U.S.A. flag
Acquiror: 
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.

03-Sep-14
$300 million
U.S.A. flag
Target: 

Voya Financial, Inc.

flag not available

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.

25-Mar-14
$250 million
U.S.A. flag
Target: 

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.

17-Jun-13
$200 million
U.S.A. flag
Target: 

Tesoro Hawaii, LLC

U.S.A. flag
Acquiror: 
Par Petroleum

Advised the Special Committee of the Board of Directors of Par Petroleum in connection with its acquisition of Tesoro Hawaii, LLC from Tesoro Corporation

01-Apr-13
$NA
U.S.A. flag
Target: 

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

01-Mar-13
$1.7 billion
U.S.A. flag
Target: 

50% of El Paso Natural Gas and 50% of El Paso Midstream Investment Company

U.S.A. flag
Acquiror: 
Kinder Morgan Energy Partners, L.P.

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

11-Dec-12
$51.6 billion
U.S.A. flag
Target: 

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

11-Dec-12
$862 million
U.S.A. flag
Target: 

TNS, Inc.

U.S.A. flag
Acquiror: 
Siris Capital Group

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

30-Oct-12
$834 million
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Target: 

Investments of AP Alternative Assets, L.P.

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Acquiror: 
Athene Holding Ltd.

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.

03-Oct-12
$NA
U.S.A. flag
Target: 

Guardian Industries

U.S.A. flag
Acquiror: 
Koch Industries

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

06-Aug-12
$6.2 billion
U.S.A. flag
Target: 

Tennessee Gas Pipeline and 50% of El Paso Natural Gas

U.S.A. flag
Acquiror: 
Kinder Morgan Energy Partners, L.P.

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

23-Apr-12
$2.0 billion
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Target: 

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

28-Mar-12
$10.4 billion+
U.S.A. flag
Target: 

Flow Control Business of Tyco International Ltd.

U.S.A. flag
Acquiror: 
Pentair, Inc.

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)

07-Nov-11
$398 million
U.S.A. flag
Target: 

American Dental Partners, Inc.

U.S.A. flag
Acquiror: 
JLL Partners

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

07-Feb-11
$548 million
U.S.A. flag
Target: 

Wesco Financial Corporation

U.S.A. flag
Acquiror: 
Berkshire Hathaway Inc.

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

15-Dec-10
$12.9 billion
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Target: 

Alcon, Inc.

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Acquiror: 
Novartis AG

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

02-Dec-10
$NA
U.S.A. flag
Target: 

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

31-Mar-10
$3.3 billion
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Target: 

EMOBILE Ltd.

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Acquiror: 
eAccess Ltd.

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

10-Mar-10
$576 million
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Target: 

Camelot Group plc

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Acquiror: 
Ontario Teachers’ Pensions Plan

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

25-Feb-10
$14.4 billion
U.S.A. flag
Target: 

Coca-Cola Enterprises Inc.

U.S.A. flag
Acquiror: 
The Coca-Cola Company

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

27-Aug-09
$144 million
U.S.A. flag
Target: 

NYFIX, Inc.

U.S.A. flag
Acquiror: 
NYSE Euronext

Advised the Special Committee of the Board of Directors of NYFIX, Inc., a provider of electronic trading solutions, on its sale to NYSE Euronext

10-Aug-09
$596 million
U.S.A. flag
Target: 

Barnes & Noble College Booksellers, Inc.

U.S.A. flag
Acquiror: 
Barnes & Noble, 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.

10-Aug-09
$1.5 billion
U.S.A. flag
Target: 

Dynegy, Inc.

U.S.A. flag
Acquiror: 
LS Power Equity Partners

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

07-Jun-09
$1.6 billion
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Target: 

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

30-Apr-09
$NA
U.S.A. flag
Target: 

Chrysler LLC

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

23-Apr-08
$2.8 billion
U.S.A. flag
Target: 

Wendy's International, Inc.

U.S.A. flag
Acquiror: 
Triarc Companies, 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

30-Jun-07
$52.0 billion
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Target: 

BCE Inc.

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Acquiror: 
Teacher's Private Capital, Providence Equity Partners Inc. and Madison Dearborn Partners, LLC

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

18-Apr-07
$950 million
U.S.A. flag
Target: 

Trans Mountain Pipeline System

U.S.A. flag
Acquiror: 
Kinder Morgan Energy Partners, L.P.

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

16-Apr-07
$25.0 billion
U.S.A. flag
Target: 

SLM Corporation

U.S.A. flag
Acquiror: 
J.C. Flowers, Friedman Fleischer & Lowe, Bank of America and JPMorgan Chase

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

19-Mar-07
$5.5 billion
U.S.A. flag
Target: 

The ServiceMaster Company

U.S.A. flag
Acquiror: 
Clayton, Dubilier & Rice

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

25-Jan-07
$3.3 billion
U.S.A. flag
Target: 

Cardinal Health, Inc., Pharmaceutical Technologies and Services division

U.S.A. flag
Acquiror: 
The Blackstone Group

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

21-Dec-06
$3.3 billion
U.S.A. flag
Target: 

Raytheon Aircraft Company

U.S.A. flag
Acquiror: 
Goldman Sachs Capital Partners / Onex Partners

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

10-Aug-06
$NA
U.S.A. flag
Target: 

Forest City Ratner

U.S.A. flag
Acquiror: 
Forest City Enterprises Inc.

Advised Forest City Enterprises, Inc. on the restructuring of its business relationship with its New York City affiliate Forest City Ratner

03-Aug-06
$6.0 billion
U.S.A. flag
Target: 

Reckson Associates Realty Corporation

U.S.A. flag
Acquiror: 
SL Green 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

03-Apr-06
$3.7 billion
U.S.A. flag
Target: 

Verizon Communications Inc.

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Acquiror: 
América Móvil and Telmex

(various assets)
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

17-Oct-05
$16.8 billion
U.S.A. flag
Target: 

Refco

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

09-Sep-05
$1.0 billion
U.S.A. flag
Target: 

7-Eleven, Inc.

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Acquiror: 
Seven-Eleven Japan Co., Ltd

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

20-Apr-05
$1.4 billion
U.S.A. flag
Target: 

Archipelago Holdings Inc

U.S.A. flag
Acquiror: 
New York Stock Exchange

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

29-Aug-04
$3.8 billion
U.S.A. flag
Target: 

LNR Property Corporation

U.S.A. flag
Acquiror: 
Cerberus Capital Management, L.P.

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

23-Oct-03
$3.1 billion
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Target: 

Debenhams plc

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Acquiror: 
Baroness Retail (a consortium of CVC, TPG and Merrill Lynch)

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

18-Mar-03
$7.0 billion
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Target: 

Wella AG

U.S.A. flag
Acquiror: 
The Procter & Gamble Company

Advised Wella AG, a global market leader in hair care and fragrances, on its sale to The Procter & Gamble Company

27-Mar-02
$168 million
U.S.A. flag
Target: 

Morton’s Restaurant Group Inc.

flag not available
Acquiror: 
Castle Harlan, Inc.

Advised the Special Committee of Morton’s on sale of the Company.

02-Dec-99
$NA
U.S.A. flag
Target: 

Microsoft Corp.

U.S.A. flag
Acquiror: 
U.S. Department of Justice – Antitrust Div.

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).

17-Dec-96
$1.3 billion
U.S.A. flag
Target: 

Genetics Institute

U.S.A. flag
Acquiror: 
American Home Products

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

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