Merger of Publicly Held Utility
Ken and Katharine represented Delta Natural Gas Company in its merger with an affiliate of Pennsylvania-based Peoples Natural Gas. Prior to merger, Delta’s enterprise value was approximately $270 million. Representation in the merger from inception through closing included:
- Advising Delta’s Board of Directors on its fiduciary duties in the merger
- Assisting in the engagement of investment bankers
- Advising on a bid process as a market check
- Preparing confidentiality and standstill agreements with bidders
- Evaluating bids
- Preparing and negotiating the definitive merger agreement
- Preparing Delta’s proxy statement, shareholder materials, SEC filings and Forms 8k
- Negotiating settlements of shareholder putative class action lawsuits filed after the merger was announced
Private Healthcare Company Change of Control
Ken represented a private healthcare company in the sale of a controlling interest to an investment fund. The company’s enterprise value at the time of the transaction was approximately $610 million.
Sale of Insurance Company
Ken represented a privately-held insurance company in a change of control transaction with a public company buyer.
University Public-Private Partnership
Ken represented a public university in a public-private partnership transaction for $150 million of student housing.