Experience

- International Paper, a global producer of renewable fiber-based packaging and pulp products, in the separation and spin-off of its global printing papers business, Sylvamo, and related financing arrangements.
- Jackson and Prudential plc in the separation of Jackson through a demerger, in a transaction valued at approximately $2.5 billion and that establishes Jackson as an independent, publicly-traded company.
- Clayton, Dubilier & Rice in its $2.5 billion acquisition of HD Supply’s Waterworks Division, the largest distributor of waterworks products in the United States.
- Tribune Media Company in its spin-off of Tribune Publishing Company.
- International Paper in a Reverse Morris Trust transaction in which it spun off its distribution business, xpedx, which subsequently merged with and into UWW Holdings, Inc., the parent company of Unisource Worldwide, Inc., to form a new, publicly traded company, Veritiv Corporation.
- TruGreen in its spin-off from ServiceMaster.
- Dundee Bancorp in the spin-off of Dundee Realty Corp.
- Sears Holding Corporation in the spin-off of its Hometown and Outlet stores business via a rights offering and the sale of up to 23.1 million shares of common stock of Sears Hometown and Outlet stores.
- American International Group and AIA Group Limited in AIA's spin-off from AIG and $20.5 billion initial public offering and listing in Hong Kong, constituting the largest IPO in Hong Kong's history and the world's largest IPO in the insurance sector.
- Verizon Communications in the $8.6 billion spin-off and merger of its wireline businesses in 14 states to Frontier Communications Corporation.
- TGC-8 in its establishment of a sponsored GDR facility and distribution of GDRs to the shareholders of RAO as it relates to the spinoff of RAO's interest in TGC-8 to its shareholders.
- RAO UES in the $49 billion spin-off of its power-generating assets to its shareholders.
- Norilsk Nickel in its $2.7 billion spin-off of its power-generating assets and the creation of the largest independent power company in Russia.
- Verizon communications in the $2.72 billion spin-off and merger of Verizon’s local exchange business in Maine, New Hampshire and Vermont with Fairpoint Communications.
- Verizon Communications in the $13 billion spin-off of its U.S. print and Internet yellow pages directories business, forming a new public company called Idearc.
- Norilsk Nickel, one of the world’s premier metals and mining operations, in the spin-off of its gold assets and the creation of Polyus Gold, a major international gold company with a market capitalization in excess of $9 billion.

Companies spin off, split off or carve out existing parts of their business for many reasons, including to enhance strategic and operational focus, to pursue differing capital structures or to prepare for a follow-on merger or acquisition. These transactions are complex and typically involve complicated structuring, disclosure and other regulatory issues with respect to SEC registration and disclosure, financing, business separation and tax matters.To support these needs, Debevoise’s capital markets team has developed in-depth expertise advising on:

spin-offs;
merger spin-offs (including “Reverse Morris Trust” structures);
sponsored spin-offs; and
carve-out transactions

The Capital Markets Group advises clients on legal and timing issues relating to SEC registration, stock exchange listing, corporate approvals and governance matters, including special and independent committees, structuring, the SEC regulatory and review process, transaction documentation and separation issues, including transition services agreements, tax issues and related matters. In addition, many of these transactions are accompanied by complex leveraged refinancings, divided recapitalizations and debt or equity issuances. When representing parties to these transactions the team is able to bring its extensive experience in leveraged finance to bear to efficiently execute on all aspects of the related capital raising matters.Debevoise has a unique capacity to assemble a team of attorneys with critical experience in tax, mergers and acquisitions, executive compensation and other capabilities to help ensure that spin-off and other similar transactions are structured to meet the client’s business objectives and executed as cost-effectively and efficiently as possible.

Spin-Offs

Experience