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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 and Continental Europe 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
31-Mar-2010
Closed
$3.3 billion EMOBILE Ltd.
Advising 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
Pending
$576 million Camelot Group plc
Advising 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
Pending
$14.4 billion Coca-Cola Enterprises Inc.
Advising 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
04-Jan-2010
Pending
$11.2 billion+ Alcon Inc.
Advising the Independent Directors of Alcon Inc., an ophthalmic pharmaceutical company, on the sale of Alcon’s outstanding publicly held interest to Novartis, a global pharmaceutical company
Novartis AG
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 proposed 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 proposed 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
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