NEW YORK and SEOUL, SOUTH KOREA -- A multi-office, cross-border team at global law firm Greenberg Traurig, LLP served as legal counsel to the Investor Group in a $3.1 billion transaction reported as the largest cross-border private equity acquisition in Korea and the third largest cross-border M&A transaction in the country’s history. The multi-practice Greenberg Traurig team included attorneys and professional staff members from not only New York and Seoul, but also from its Berlin, Germany office and from several other offices in the United States, including Washington, D.C., Chicago, and Miami.
MPM Holdings Inc. (“Momentive” or the “Company”) (OTCQX:MPMQ), a global silicones and advanced materials company, and SJL Partners LLC (“SJL”), KCC Corporation (KS:002380) (“KCC”) and Wonik QnC Corporation (KOSDAQ:074600) (“Wonik”) (collectively, the “Investor Group”), announced on Sept. 13 that they entered into a definitive merger agreement whereby the Investor Group will acquire Momentive in a transaction valued at approximately $3.1 billion, including the assumption of net debt, pension, and OPEB liabilities. Based in Waterford, New York, Momentive develops and manufactures specialty silicones and silanes, as well as fused quartz and specialty ceramics products. Momentive noted in its press release that it has a more than 75-year track record of creating products and solutions to serve more than 4,000 customers in over 100 countries.
“This was a complex assignment and our team was able to seamlessly address the many and varied needs of the members of the Investor Group,” said Corporate Practice Shareholder Kenneth A. Gerasimovich who led Greenberg Traurig’s team from its New York office. “This type of deal once again underscores Greenberg Traurig’s award-winning M&A team’s ability to leverage our unparalleled platform on a global scale, whether in strategic or private equity M&A (or, as in this transaction, both).”
Greenberg Traurig team members from New York, in addition to Gerasimovich, included Shareholders Richard C. Kim (Corporate/Finance), Steve Mastbaum (Tax), David M. Greenberg (IP), Joshua L. Raskin (IP), Jerrold F. Goldberg (Labor & Employment), Kristen J. Lonergan (Real Estate), and Stephen M. Pepper (Antitrust); Associates David Hong (Corporate/Finance), John Ngo (Corporate), Brian Prew (IP), Olena Ierega (IP), and Hugh A. MacKay (Real Estate); and Law Clerk/JD Jane Kim (Corporate).
“We are proud to have had the opportunity to assist our clients in this strategic, historically significant transaction, demonstrating our team’s global experience and capabilities across sectors and borders,” said Iksoo Kim, the Greenberg Traurig Corporate Practice Shareholder who led the firm’s team in its Seoul office.
Team members from Seoul, in addition to Iksoo Kim, were Shareholder C.J. Kim (Corporate) and Paralegal Nayeon Kim. Team members from additional U.S. offices were Shareholders Mindy B. Leathe (Miami - Executive Compensation & Benefits), Sean W. Bezark (Chicago - Environmental), Jennifer S. Zucker (Washington, D.C. - Government Contracts) and Renée A. Latour (Washington, D.C. - International Trade Regulation and Compliance); Associate Sonali Dohale (Washington, D.C. - International Trade Regulation and Compliance); and Practice Group Attorney Rebecca Tracy Rotem (Washington, D.C. - Antitrust).
From Germany, team members included Shareholders Josef Hofschroer (Corporate), Nicolai Lagoni (Corporate), and Christoph Enaux (IP/Tech/German Regulatory and Competition) and Associates Martin Dobias, (Real Estate), Lucas Wusthof (IP), Franca Biallas (Corporate), Johannes Sobanski (Corporate), Eleonore H. Chowdry (Corporate), Claudia Stremel (Corporate), and Bineta Diambang (Real Estate).
According to deal announcement, under the terms of the agreement, which was unanimously approved by the Boards of Directors of Momentive, KCC and Wonik, the investment committee of SJL, and by requisite vote of Momentive’s stockholders, the Investor Group will assume Momentive’s net debt obligations subject to minimum closing cash requirements of $250 million. Momentive stockholders will receive $32.50 for each share of common stock they own subject to minimum closing cash requirements. The transaction will be financed through a combination of cash and new debt that will be put in place at closing. According to the announcement, the transaction is not subject to any financing contingency and is expected to close in the first half of 2019, subject to regulatory approvals and other customary closing conditions.
About Greenberg Traurig's Corporate Practice: Greenberg Traurig’s Corporate Practice comprises more than 450 lawyers in the United States, Europe, Asia, the Middle East, and Latin America who regularly advise public and privately held companies, entrepreneurs, and investment funds on global mergers and acquisitions, corporate restructurings, private equity and venture capital, underwritten and syndicated offerings, commercial finance and syndicated lending, cross-border transactions, and general corporate matters. The group’s industry experience includes transactions in a wide range of fields, from the pharmaceutical, medical devices, and life sciences fields, to representations involving clients in the aviation, banking, consumer products, energy, food and beverage, health care, manufacturing, media, technology, and telecommunications sectors.
About Greenberg Traurig, LLP: Greenberg Traurig, LLP (GT) has more than 2,000 attorneys in 38 offices in the United States, Latin America, Europe, Asia, and the Middle East. GT has been recognized for its philanthropic giving, was named the largest firm in the U.S. by Law360 in 2017, and is among the Top 20 on the 2017 Am Law Global 100. Web: www.gtlaw.com Twitter: @GT_Law.
MPM Holdings Inc. (“Momentive” or the “Company”) (OTCQX:MPMQ), a global silicones and advanced materials company, and SJL Partners LLC (“SJL”), KCC Corporation (KS:002380) (“KCC”) and Wonik QnC Corporation (KOSDAQ:074600) (“Wonik”) (collectively, the “Investor Group”), announced on Sept. 13 that they entered into a definitive merger agreement whereby the Investor Group will acquire Momentive in a transaction valued at approximately $3.1 billion, including the assumption of net debt, pension, and OPEB liabilities. Based in Waterford, New York, Momentive develops and manufactures specialty silicones and silanes, as well as fused quartz and specialty ceramics products. Momentive noted in its press release that it has a more than 75-year track record of creating products and solutions to serve more than 4,000 customers in over 100 countries.
“This was a complex assignment and our team was able to seamlessly address the many and varied needs of the members of the Investor Group,” said Corporate Practice Shareholder Kenneth A. Gerasimovich who led Greenberg Traurig’s team from its New York office. “This type of deal once again underscores Greenberg Traurig’s award-winning M&A team’s ability to leverage our unparalleled platform on a global scale, whether in strategic or private equity M&A (or, as in this transaction, both).”
Greenberg Traurig team members from New York, in addition to Gerasimovich, included Shareholders Richard C. Kim (Corporate/Finance), Steve Mastbaum (Tax), David M. Greenberg (IP), Joshua L. Raskin (IP), Jerrold F. Goldberg (Labor & Employment), Kristen J. Lonergan (Real Estate), and Stephen M. Pepper (Antitrust); Associates David Hong (Corporate/Finance), John Ngo (Corporate), Brian Prew (IP), Olena Ierega (IP), and Hugh A. MacKay (Real Estate); and Law Clerk/JD Jane Kim (Corporate).
“We are proud to have had the opportunity to assist our clients in this strategic, historically significant transaction, demonstrating our team’s global experience and capabilities across sectors and borders,” said Iksoo Kim, the Greenberg Traurig Corporate Practice Shareholder who led the firm’s team in its Seoul office.
Team members from Seoul, in addition to Iksoo Kim, were Shareholder C.J. Kim (Corporate) and Paralegal Nayeon Kim. Team members from additional U.S. offices were Shareholders Mindy B. Leathe (Miami - Executive Compensation & Benefits), Sean W. Bezark (Chicago - Environmental), Jennifer S. Zucker (Washington, D.C. - Government Contracts) and Renée A. Latour (Washington, D.C. - International Trade Regulation and Compliance); Associate Sonali Dohale (Washington, D.C. - International Trade Regulation and Compliance); and Practice Group Attorney Rebecca Tracy Rotem (Washington, D.C. - Antitrust).
From Germany, team members included Shareholders Josef Hofschroer (Corporate), Nicolai Lagoni (Corporate), and Christoph Enaux (IP/Tech/German Regulatory and Competition) and Associates Martin Dobias, (Real Estate), Lucas Wusthof (IP), Franca Biallas (Corporate), Johannes Sobanski (Corporate), Eleonore H. Chowdry (Corporate), Claudia Stremel (Corporate), and Bineta Diambang (Real Estate).
According to deal announcement, under the terms of the agreement, which was unanimously approved by the Boards of Directors of Momentive, KCC and Wonik, the investment committee of SJL, and by requisite vote of Momentive’s stockholders, the Investor Group will assume Momentive’s net debt obligations subject to minimum closing cash requirements of $250 million. Momentive stockholders will receive $32.50 for each share of common stock they own subject to minimum closing cash requirements. The transaction will be financed through a combination of cash and new debt that will be put in place at closing. According to the announcement, the transaction is not subject to any financing contingency and is expected to close in the first half of 2019, subject to regulatory approvals and other customary closing conditions.
About Greenberg Traurig's Corporate Practice: Greenberg Traurig’s Corporate Practice comprises more than 450 lawyers in the United States, Europe, Asia, the Middle East, and Latin America who regularly advise public and privately held companies, entrepreneurs, and investment funds on global mergers and acquisitions, corporate restructurings, private equity and venture capital, underwritten and syndicated offerings, commercial finance and syndicated lending, cross-border transactions, and general corporate matters. The group’s industry experience includes transactions in a wide range of fields, from the pharmaceutical, medical devices, and life sciences fields, to representations involving clients in the aviation, banking, consumer products, energy, food and beverage, health care, manufacturing, media, technology, and telecommunications sectors.
About Greenberg Traurig, LLP: Greenberg Traurig, LLP (GT) has more than 2,000 attorneys in 38 offices in the United States, Latin America, Europe, Asia, and the Middle East. GT has been recognized for its philanthropic giving, was named the largest firm in the U.S. by Law360 in 2017, and is among the Top 20 on the 2017 Am Law Global 100. Web: www.gtlaw.com Twitter: @GT_Law.