Wachtell, Lipton, Rosen & Katz

The RealReal Announces Third Quarter 2023 Results

Retrieved on:

Tuesday, November 7, 2023

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SAN FRANCISCO, Nov. 07, 2023 (GLOBE NEWSWIRE) -- The RealReal (Nasdaq: REAL)—the world’s largest online marketplace for authenticated, resale luxury goods—today reported financial results for its third quarter ended September 30, 2023. In the third quarter of 2023, revenue and Adjusted EBITDA exceeded the high-end of our guidance range for the quarter and GMV exceeded the mid-point of our guidance. Third quarter 2023 gross merchandise value (GMV) and total revenue decreased 8% and 7% respectively, compared to the third quarter of 2022. During the quarter, consignment revenue grew 10% and direct revenue was 49% lower compared to the same period in 2022.

Key Points:

SAN FRANCISCO, Nov. 07, 2023 (GLOBE NEWSWIRE) -- The RealReal (Nasdaq: REAL)—the world’s largest online marketplace for authenticated, resale luxury goods—today reported financial results for its third quarter ended September 30, 2023.
In the third quarter of 2023, revenue and Adjusted EBITDA exceeded the high-end of our guidance range for the quarter and GMV exceeded the mid-point of our guidance.
Third quarter 2023 gross merchandise value (GMV) and total revenue decreased 8% and 7% respectively, compared to the third quarter of 2022.
Based on market conditions as of November 7, 2023, we are updating our full year 2023 guidance and providing guidance for fourth quarter 2023 GMV, total revenue and Adjusted EBITDA, which is a Non-GAAP financial measure.

Hubbell to Acquire Systems Control

Retrieved on:

Monday, October 30, 2023

Wachtell, Lipton, Rosen & Katz, Ageing, Hubbell Incorporated, NYSE, Acquisition, Electricity, Engineering, Morgan Stanley, Growth, EPS, LLP, Systems control, Hand, McDermott Will & Emery, Automation, Electric power

Shelton, CT, Oct. 30, 2023 (GLOBE NEWSWIRE) -- Hubbell Incorporated (NYSE: HUBB) today announced that it has entered into a definitive agreement to acquire Northern Star Holdings, Inc. (commercially known as Systems Control), a portfolio company of Comvest Partners, for $1.1 billion in cash, subject to customary adjustments.

Key Points:

Systems Control is a leading manufacturer of substation control and relay panels, as well as turnkey substation control building solutions.
Systems Control estimates 2024 sales of approximately $400 million.
Systems Control has a proven value proposition, with leading manufacturing quality and engineering expertise driving labor savings for utility customers while enabling them to operate critical infrastructure reliably and efficiently.
Harris Williams LLC and Lincoln International LLC are serving as financial advisors to Systems Control, and McDermott Will & Emery LLP is serving as legal advisor.

MeiraGTx Announces $30 Million Strategic Investment from Sanofi; Company Pursuing Multiple Additional Strategic Opportunities

Retrieved on:

Monday, October 30, 2023

Wachtell, Lipton, Rosen & Katz, DSM-IV codes, Vaccine, Xerostomia, ROFN, CNS, Central nervous system, Evercore, Martin Lipton, I&I, Immunology, Patient, Inflammation, Sanofi

“We are very pleased with this first strategic investment from Sanofi,” said Alexandria Forbes, Ph.D., president and chief executive officer of MeiraGTx.

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“We are very pleased with this first strategic investment from Sanofi,” said Alexandria Forbes, Ph.D., president and chief executive officer of MeiraGTx.
So, we welcome technological innovations that help us chase the scientific miracles of the future.
We believe that MeiraGTx’s Riboswitch platform, supported by its unique manufacturing capabilities, is such a technology.
is serving as financial advisor and Wachtell, Lipton, Rosen & Katz is serving as legal advisor to MeiraGTx.

Comvest Partners Enters in Definitive Agreement to Sell Systems Control to Hubbell Incorporated

Retrieved on:

Monday, November 6, 2023

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Comvest Partners (“Comvest”), a middle-market private investment firm, is pleased to announce the execution of a definitive agreement to sell Systems Control (the “Company”) to Hubbell Incorporated (NYSE: HUBB), a leading manufacturer of utility and electrical solutions.

Key Points:

Comvest Partners (“Comvest”), a middle-market private investment firm, is pleased to announce the execution of a definitive agreement to sell Systems Control (the “Company”) to Hubbell Incorporated (NYSE: HUBB), a leading manufacturer of utility and electrical solutions.
Systems Control has been a portfolio company in Comvest’s private equity strategy since 2018.
Founded in 1962 and headquartered in Iron Mountain, Mich., Systems Control is a leading manufacturer of substation control and relay panels as well as turnkey substation control building solutions for the electric transmission and distribution industry.
“Comvest invested in Systems Control in partnership with management with a shared vision of scaling the Company as a best-in-class turnkey provider of end-to-end substation control solutions.

AIG Completes Sale of Validus Re to RenaissanceRe

Retrieved on:

Wednesday, November 1, 2023

Asset Management, Professional Services, Insurance, American International Group, Sale, Wachtell, Lipton, Rosen & Katz, DeBevoise, NYSE, Acquisition, Martha Plimpton, AIG, RenaissanceRe, J.P. Morgan & Co., International Marxist Group, Western world

American International Group, Inc. (NYSE: AIG) today announced that is has successfully completed the previously announced sale of Validus Re to RenaissanceRe.

Key Points:

American International Group, Inc. (NYSE: AIG) today announced that is has successfully completed the previously announced sale of Validus Re to RenaissanceRe.
AIG received total consideration of $3.3 billion in cash, including a pre-closing dividend, and approximately $275 million in RenaissanceRe common shares.
As disclosed in May 2023, AIG will retain Talbot Underwriting and Western World, which the company purchased as part of its acquisition of Validus Holdings, Ltd. in 2018.
and J.P. Morgan Securities LLC acted as financial advisors, and Wachtell, Lipton, Rosen & Katz and Debevoise & Plimpton LLP acted as legal counsel for AIG.

Omni Logistics Files Lawsuit Against Forward Air to Enforce Merger Agreement

Retrieved on:

Tuesday, October 31, 2023

DALLAS, Oct. 31, 2023 /PRNewswire/ -- Omni Logistics ("Omni"), a technology-driven provider of global multimodal logistics solutions and specialized services, today announced that it has filed a complaint in the Delaware Court of Chancery against Forward Air Corporation (NASDAQ: FWRD) ("Forward Air") regarding the companies' previously announced transaction.

Key Points:

Omni's lawsuit seeks specific performance under the Agreement and Plan of Merger between Omni and Forward Air dated August 10, 2023 (the "Merger Agreement"), requiring Forward Air to comply with its obligations to complete the transaction.
The complaint also seeks a judicial declaration confirming that Omni has complied with all required provisions of the Merger Agreement.
In conjunction with the complaint, Omni issued an open letter to the shareholders of Forward Air.
Dear Shareholders of Forward Air,
This afternoon, Omni Logistics filed a lawsuit in the Delaware Court of Chancery seeking to require Forward Air to comply with their obligations to complete our previously announced combination.

Lumen Announces Broad Agreement With Creditors That Will Provide The Company with Significant Flexibility to Execute Its Transformation Strategy

Retrieved on:

Tuesday, October 31, 2023

Wachtell, Lipton, Rosen & Katz, Lumen Technologies, NYSE, Guggenheim Partners, Lumen, Security (finance)

In addition, the creditors have committed to provide $1.2 billion of financing to the Company through new long-term debt.

Key Points:

In addition, the creditors have committed to provide $1.2 billion of financing to the Company through new long-term debt.
The consummation of the transactions contemplated by the transaction support agreement is subject to the satisfaction of various closing conditions.
"We appreciate the engagement of the creditors involved in this transaction in determining the best path forward for our business.
Guggenheim Securities, LLC served as financial advisor and Wachtell, Lipton, Rosen & Katz served as legal advisor to the Company.

GXO Completes Acquisition of PFSweb

Retrieved on:

Monday, October 23, 2023

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GREENWICH, Conn., Oct. 23, 2023 (GLOBE NEWSWIRE) -- GXO Logistics, Inc. (NYSE: GXO), the world’s largest pure-play contract logistics provider, today announced the successful completion of its acquisition of U.S.-based PFSweb, Inc., a premier, tech-enabled eCommerce order fulfillment platform.

Key Points:

GREENWICH, Conn., Oct. 23, 2023 (GLOBE NEWSWIRE) -- GXO Logistics, Inc. (NYSE: GXO), the world’s largest pure-play contract logistics provider, today announced the successful completion of its acquisition of U.S.-based PFSweb, Inc., a premier, tech-enabled eCommerce order fulfillment platform.
We are excited to officially welcome the talented PFSweb team to GXO.
Eduardo Pelleissone, President, Americas and Asia Pacific, GXO, added, “We’re excited about the significant opportunity ahead with PFSweb as part of GXO.
Following its acceptance of the tendered shares, GXO completed its acquisition of PFSweb through a second step merger of Peregrine MergerSub I, Inc. with and into PFSweb.

Chevron Announces Agreement to Acquire Hess

Retrieved on:

Monday, October 23, 2023

Chevron Corporation (NYSE: CVX) announced today that it has entered into a definitive agreement with Hess Corporation (NYSE: HES) to acquire all of the outstanding shares of Hess in an all-stock transaction valued at $53 billion, or $171 per share based on Chevron’s closing price on October 20, 2023.

Key Points:

Chevron Corporation (NYSE: CVX) announced today that it has entered into a definitive agreement with Hess Corporation (NYSE: HES) to acquire all of the outstanding shares of Hess in an all-stock transaction valued at $53 billion, or $171 per share based on Chevron’s closing price on October 20, 2023.
Under the terms of the agreement, Hess shareholders will receive 1.0250 shares of Chevron for each Hess share.
“This combination positions Chevron to strengthen our long-term performance and further enhance our advantaged portfolio by adding world-class assets,” said Chevron Chairman and CEO Mike Wirth.
Chevron will discuss its proposed acquisition of Hess with security analysts in a call today, Monday, October 23, 2023, at 7:30 a.m.

Coherent’s Silicon Carbide Semiconductor Business to Receive $1 Billion in Investments From Denso and Mitsubishi Electric

Retrieved on:

Tuesday, October 10, 2023

Under the terms of the transaction, DENSO and Mitsubishi Electric will each invest $500 million in exchange for a 12.5% non-controlling ownership interest in the Business, with Coherent owning the remaining 75%.

Key Points:

Under the terms of the transaction, DENSO and Mitsubishi Electric will each invest $500 million in exchange for a 12.5% non-controlling ownership interest in the Business, with Coherent owning the remaining 75%.
Prior to the completion of the transaction, Coherent will separate and contribute the Business to a subsidiary.
In connection with the transaction, the Business will enter into long-term supply arrangements with DENSO and Mitsubishi Electric that support their demand for 150 mm and 200 mm silicon carbide (“SiC”) substrates and epitaxial wafers.
“We are excited to expand our strategic relationships with DENSO and Mitsubishi Electric to capitalize on the significant demand for silicon carbide,” said Dr. Vincent D. Mattera, Jr., Chair and CEO, Coherent.