Thursday, May 3, 2012
Solo To Dart Clears Hart-Scott -- Up To Three More Clearances To Go?
See the PDF file from US FTC (from which the above graphic is derived) -- this is clearly good news for Dart and Solo, and for the odds that Bob Korzenski & Jan Reed will get their special extra $500,000 bonuses paid out, from the Dart family's contributed capital. However, I note that neither Dart nor Solo has press-released the receipt of Hart-Scott clearance. This would suggest that the deal must clear hurdles in at least one or two other jurisdictions. I cannot tell how much revenue Dart Container and its international affiliates generate, since Dart is privately held. So, I can't say with certainty where the deal trips the relevant legal threshholds -- to require a pre-merger filing.
But, as I've written before -- I think Canada and the UK are likely candidates -- with a possbility of requirements in Brazil, Mexico and the EU overall. Each of these would arguably be locations for additional required pre-merger anti-trust filings. As ever, we shall see.
It is not uncommon to bifurcate these multinational closing(s), especially if Brazil is involved -- and separately transfer the Brazillian assets once approval is granted (as I think that approval could take up to 270 days from the initial filing date). However, Bob and Jan's special $500,000 bonuses are payable only on a "completed" transaction for change of control. If one or more of these other geographies are segmented off for subsequent closing(s), will the Dart family still approve the extraordinary payout? I. Don't. Know.
Do stay tuned.
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