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 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:

DATE	$		COMPANY/ASSET ACQUIRED		ACQUIROR
17-Jun-2013 Pending	$200 million		Tesoro Hawaii, LLC Advising the Special Committee of the Board of Directors of Par Petroleum in connection with its acquisition of Tesoro Hawaii, LLC from Tesoro Corporation		Par Petroleum
01-Apr-2013 Pending	NA		Morgans Hotel Group Advising 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-2013	$1.7 billion		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		Kinder Morgan Energy Partners, L.P.
21-Feb-2013 Pending	$4.3 billion		Berry Petroleum Co. Advising the Independent Directors of LINN Energy, LLC, the largest oil & gas upstream MLP, related to the acquisition of Berry Petroleum Company		LINN Energy, LLC
11-Dec-2012	$51.6 billion		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-2012	$862 million		TNS, Inc. 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		Siris Capital Group
30-Oct-2012	$834 million		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.		Athene Holding Ltd.
03-Oct-2012	NA		Guardian 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		Koch Industries
06-Aug-2012	$6.2 billion		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		Kinder Morgan Energy Partners, L.P.
23-Apr-2012	$2.0 billion		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-2012	$10.4 billion+		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)		Pentair, Inc.
07-Nov-2011	$398 million		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		JLL Partners
07-Feb-2011	$548 million		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		Berkshire Hathaway Inc.
15-Dec-2010	$12.9 billion		Alcon, Inc. 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		Novartis AG
02-Dec-2010	NA		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-2010	$3.3 billion		EMOBILE 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		eAccess Ltd.
10-Mar-2010	$576 million		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		Ontario Teachers’ Pensions Plan
25-Feb-2010	$14.4 billion		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		The Coca-Cola Company
27-Aug-2009	$144 million		NYFIX, Inc. Advised the Special Committee of the Board of Directors of NYFIX, Inc., a provider of electronic trading solutions, on its sale to NYSE Euronext		NYSE Euronext
10-Aug-2009	$596 million		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.		Barnes & Noble, Inc.
10-Aug-2009	$1.5 billion		Dynegy, 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		LS Power Equity Partners
07-Jun-2009	$1.6 billion		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-2009	NA		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-2008	$2.8 billion		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		Triarc Companies, Inc.
30-Jun-2007	$52.0 billion		BCE Inc. 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		Teacher's Private Capital, Providence Equity Partners Inc. and Madison Dearborn Partners, LLC
18-Apr-2007	$950 million		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		Kinder Morgan Energy Partners, L.P.
16-Apr-2007	$25.0 billion		SLM Corporation 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		J.C. Flowers, Friedman Fleischer & Lowe, Bank of America and JPMorgan Chase
19-Mar-2007	$5.5 billion		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		Clayton, Dubilier & Rice
25-Jan-2007	$3.3 billion		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		The Blackstone Group
21-Dec-2006	$3.3 billion		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		Goldman Sachs Capital Partners / Onex Partners
10-Aug-2006	NA		Forest City Ratner Advised Forest City Enterprises, Inc. on the restructuring of its business relationship with its New York City affiliate Forest City Ratner		Forest City Enterprises Inc.
03-Aug-2006	$6.0 billion		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		SL Green Realty Corporation
03-Apr-2006	$3.7 billion		Verizon Communications Inc. (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		América Móvil and Telmex
17-Oct-2005	$16.8 billion		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-2005	$1.0 billion		7-Eleven, Inc. 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		Seven-Eleven Japan Co., Ltd
20-Apr-2005	$1.4 billion		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		New York Stock Exchange
29-Aug-2004	$3.8 billion		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		Cerberus Capital Management, L.P.
23-Oct-2003	$3.1 billion		Debenhams plc 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		Baroness Retail (a consortium of CVC, TPG and Merrill Lynch)
18-Mar-2003	$7.0 billion		Wella AG Advised Wella AG, a global market leader in hair care and fragrances, on its sale to The Procter & Gamble Company		The Procter & Gamble Company
27-Mar-2002	$168 million		Morton’s Restaurant Group Inc. Advised the Special Committee of Morton’s on sale of the Company.		Castle Harlan, Inc.
02-Dec-1999			Microsoft Corp. 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).		U.S. Department of Justice – Antitrust Div.
17-Dec-1996	$1.3 billion		Genetics Institute 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		American Home Products