A noted practitioner and commentator on M&A and governance issues, Rob Spatt advises companies, financial advisors, control stockholders, leveraged buyout firms and boards and their special committees on a range of transactions and issues. His representations of principals have recently included G-III Apparel Group in its acquisition of Donna Karan International from LVMH Moët Hennessy Louis Vuitton; Weight Watchers in its “groundbreaking partnership” with Oprah Winfrey; Lorillard in its $29.25 billion sale to Reynolds American; Smithfield Foods in its $7 billion strategic combination with Shuanghui International, the largest Chinese takeover to date of an American company; the Special Committee of the Board of Directors of Clearwire in its sale to Sprint Nextel after multiple competing offers from DISH; and McKesson in its acquisition of PSS World Medical; along with approximately $350 billion of announced financial advisory representations in other recent significant transactions, including the merger of Reynolds American with British American Tobacco. Rob’s other clients have included a broad range of foreign and domestic corporations, private equity firms and financial institutions, some of which have included American Home Products (Wyeth), Apax Partners, Artal International, Centerview Partners, CoStar Group, CSL Ltd., Facet Biotech, Goldman Sachs, H.J. Heinz, JPMorgan, KKR, LCI Communications, Moody’s, Nine West, Placer Dome, The New York Times, Tommy Hilfiger, Toshiba Medical Systems and Special Board Committees of AXA Financial, Eon Labs, LaFarge NA. and Sotheby’s. Rob has repeatedly been cited as a leading M&A and governance lawyer in industry rankings, including a recognition by Law360 as an "MVP" in M&A for 2014. He is Co-Chairman Emeritus of the elite Tulane Corporate Law Institute.
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- Lorillard in its $29.25 billion sale to Reynolds American
- Smithfield Foods in its $7 billion strategic combination with Shuanghui International, the largest Chinese takeover of an American company
- Special Committee of the Board of Directors of Clearwire in its evaluation of strategic alternatives, a hostile offer from DISH and its ultimate merger with Sprint Nextel
- McKesson in its separate acquisitions of PSS World Medical and Per-Se Technologies
- Apax Partners, Canada Pension Plan Investment Board and the Public Sector Pension Investment Board in their acquisition of Kinetic Concepts, and Apax Partners in its sale of Tommy Hilfiger to PVH
- Facet Biotech in its defense against Biogen Idec’s unsolicited tender offer and sale to Abbott Laboratories
- The Board of Dow Jones in connection with its unsolicited proposal from (and ultimate sale to) News Corp
- Artal International in its acquisitions of Weight Watchers, Keebler and Sunshine and numerous other purchases and sales
- KKR in multiple of its early acquisitions, including Wometco, Beatrice, Duracell and RJR Nabisco
University of Michigan Law School, 1980 J.D.
magna cum laude; Order of the Coif
Brown University, 1977 A.B.
- American Bar Association
- New York State Bar Association
- Association of the Bar of the City of New York
- Tulane Corporate Law Institute, Co-Chairman (1999–2007), Co-Chairman Ermeritus (2007–Present)
Robert E. Spatt is Of Counsel at Simpson Thacher & Bartlett LLP. He focuses on corporate and corporate governance advice to public and private company boards of directors, and mergers, acquisitions and restructurings for buying and selling companies, their financial advisors, control stockholders, leveraged buyout firms and special committees of boards of directors. Rob graduated from Brown University (A.B. 1977) and University of Michigan Law School (J.D., 1980 magna cum laude; Order of the Coif). He was admitted to the New York State Bar in 1980. Rob has published various articles on M&A subjects and regularly serves as a faculty member for leading M&A seminars and institutes. Rob is the Co-Chairman Emeritus of the Tulane Corporate Law Institute, one of the country’s leading M&A institutes. Rob has been repeatedly named one of the leading M&A lawyers in numerous legal publications, including Chambers Global World’s Leading Lawyers for Business and Chambers USA America’s Leading Lawyers for Business. He has also been repeatedly listed as a top Corporate Governance or M&A lawyer in Euromoney’s Expert Guides “The Best of the Best”, and in Who’s Who Legal; and has been included in Lawdragon’s “Lawdragon 500 Leading Lawyers in America” since its inception in 2005, and featured on the cover spread for the 2009 annual issue. Rob was named “Dealmaker of the Week” by The American Lawyer in mid-2013 and recognized by Law360 as an “MVP” in M&A for 2014.
Some of Rob’s recent principal transactions have included representing G-III Apparel Group in its acquisition of Donna Karan International from LVMH Moët Hennessy Louis Vuitton; Weight Watchers in its “groundbreaking partnership” with Oprah Winfrey; Lorillard in its $29.25 billion sale to Reynolds American; Smithfield Foods in its $7 billion strategic combination with Shuanghui International, the largest Chinese takeover to date of an American company; the Special Committee of the Board of Directors of Clearwire Corporation in its evaluation of strategic alternatives and ultimate merger with Sprint Nextel Corporation (after competing proposals and a tender offer from DISH Network); McKesson in its acquisition of PSS World Medical; Apax Partners, CPPIB and PSP Investments in its acquisition of Kinetic Concepts; Toshiba Medical Systems Corporation in connection with its acquisition of Vital Images; CoStar Group, Inc. in connection with its acquisition of LoopNet; Apax Partners and Tommy Hilfiger in the sale of Tommy Hilfiger to Phillips-Van Heusen; Facet Biotech in its sale to Abbott Laboratories (after having represented Facet in defense of the unsolicited acquisition proposal for Facet made by Biogen Idec); the Audit Committee and Special Strategic Committee of the Board of Directors of Clearwire Corporation in its 2009 equity infusion from its majority stockholders; CSL Limited in its agreement to acquire Talecris Biotherapeutics; the Board of Directors of Dow Jones & Company in connection with its unsolicited proposal from, and ultimate sale to, News Corp.; Invus in its significant equity investment in Lexicon Pharmaceuticals; SandRidge Energy in its acquisition of NEG Oil & Gas, Carl Icahn’s oil & gas businesses; McKesson in its acquisition of Per-Se Technologies; Smithfield Foods in its acquisition of Premium Standard Farms; the Special Committee of the Board of Directors of Lafarge North America in the unsolicited cash tender offer by its controlling stockholder Lafarge SA (and subsequent increased supported offer); Placer Dome in connection with the unsolicited acquisition bid made by Barrick Gold and subsequent increased supported exchange offer; Seagate in its acquisition of Maxtor; the Special Committee of Sotheby’s Holdings in its buyback of the controlling interest in the corporation held by the Taubman family; the Special Committee of the Board of Directors of Eon Labs in its sale to Novartis; Harmony Gold in its unsolicited bid for, and acquisition of a minority stake in, Gold Fields; UFJ as U.S. counsel in its unsolicited bid by, and merger with, Mitsubishi Tokyo Financial Group; CSL Limited in its acquisition of Aventis’ worldwide blood plasma business; H.J. Heinz in its “Reverse Morris Trust” spin/merge transaction with Del Monte Foods; the controlling stockholders of Panamco in its acquisition by Coca-Cola FEMSA; Moody’s Corp. in its acquisition of KMV; the principal stockholders of Louis Dreyfus Natural Gas in its sale to Dominion Resources; Franchise Finance Corporation of America in its sale to GECC; Smithfield Foods in its bid for IBP; the Special Committee of the Board of Directors of AXA Financial in the buyout by its 60% parent AXA Group; Artal International in its acquisitions of Weight Watchers International, Keebler and Sunshine Biscuits and its sale of Nellson Nutraceutical to Fremont Partners; Frontier Corp. in its sale to Global Crossing and in its sale of the Frontier ILEC business to Citizens Communications; Nine West Group in its sale to Jones Apparel; Xcelera.com in the partial equity sale of its Mirror Image Internet unit to Exodus Communications; Firstar in its merger with StarBanc; Guy Gannett Communications in the sale of its newspaper business to the Seattle Times and its broadcasting business to Sinclair Broadcasting; LCI Communications in its merger with Qwest; The New York Times in its acquisition of the Boston Globe; American Home Products (now Wyeth) in its acquisition of American Cyanamid and its terminated mergers with Monsanto and Warner-Lambert; Fibreboard in its acquisition by Owens Corning; Warnaco Group in its acquisition of Authentic Fitness and Designer Holdings; and the controlling stockholders of the Family Channel in its sale to The News Corporation. Additionally, Rob represented Kohlberg Kravis Roberts & Co. in a number of its most significant early acquisitions, including Wometco, Beatrice, Duracell and RJR Nabisco and related business divestitures.
In addition, Rob has also worked on approximately $350 billion of announced deals from October 2013 to date through his active practice representing financial advisors in some of the largest M&A transactions, including among many others, the financial advisors for Virtu Financial in its announced acquisition of KCG Holdings, for Reynolds American in its announced $49 billion merger with British American Tobacco, for ARIAD in its merger with Takeda, for Regency Centers in its $15.6 billion merger with Equity One, for Post Properties in its merger with MAA, for Axiall Corporation in its acquisition by Westlake Chemical, for Progressive Waste in its merger with Waste Connections, for InvenTrust Properties in its divestiture of University House, for Dow in its $130 billion merger of equals with DuPont, for Roundy’s in its announced merger with Kroger, Hubbell in its reclassification of its common stock, for Cytec in its merger with a subsidiary of Solvay, for Standard Pacific in its merger of equals with Ryland, for the Board of Directors of Frontier Communications in its acquisition of wireline operations from Verizon, for the Conflicts Committee of Regency Energy Partners in Regency’s merger with Energy Transfer Partners, for Whiting Petroleum in its acquisition of Kodiak Oil & Gas, for Ziggo in Liberty Global’s acquisition of Ziggo, for Comcast in its $67 billion terminated merger with Time Warner Cable and in connection with its related contemplated post-merger divestiture of 3.9 million customers to Charter Communications, for Questcor Pharmaceuticals in Mallinckrodt’s acquisition of Questcor, for Forest Laboratories in Actavis’ acquisition of Forest, for Jabil Circuit in the sale of its aftermarket services business to iQor Holdings, for GlobalLogic in its acquisition by Apax, for Darling International in its acquisition of Vion Ingredients, for Zoltek Companies in its acquisition by Toray Industries, for Vantiv in its acquisition of Litle & Co., for UnitedHealth Group in its merger with Amil Participações S.A. and for its acquisition of XLHealth Corp., for United Technologies in its acquisition of Goodrich, for Medco Health Solutions in its merger with Express Scripts, for Deutsche Börse in its terminated merger with NYSE Euronext, for Motorola in its spin-off of Motorola Mobility Holdings; for Caterpillar in its acquisition of Bucyrus International, for the Audit Committee of News Corp. in its acquisition of Shine Group, for CenturyTel in its acquisition of Qwest Communications, and for PepsiCo in the acquisition of all of its unowned shares in The Pepsi Bottling Group and PepsiAmericas.