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Going Private in the Public Eye: Risks and Rewards

Classroom
April 19, 2017
Atlanta, GA


Overview

 

Going Private in the Public Eye: Risks and Rewards

In the past, the gold standard was to grow a company and eventually take it public. More and more, given today’s environment of regulation, shareholder activist funds, well capitalized private equity firms and economic uncertainty, select public company executives and boards are being confronted with the prospect of a take-private alternative. 

Join your peers for an illuminating discussion about this trend, and hear the inside story from three directors who helped lead their companies through a going-private transaction: 

  • Tom Elward, Federal-Mogul Holdings Corporation (taken private by Icahn Enterprises L.P.) 
  • John Morgan, Zep, Inc. (taken private by New Mountain Capital, LLC) 

The panel will also include Russ Richards, King & Spalding, and will be moderated by Andrew J. Stull, Houlihan Lokey. 

You’ll learn the latest statistics, trends, the specific types of “take private” deals, the inherent risks boards face in these transactions and practical best-practice advice on managing through these transaction processes.

 


Documents

 
  April 19 2017 Post Event Review

Event Notes

 

The NACD Atlanta Chapter’s April meeting, “Going Private in the Public Eye: Risks and Rewards”, featured John K. Morgan, former Chairman, President and CEO of Zep, Inc.; Tom Elward, Director, Federal Mogul Holding Corporation; Russell (Russ) B. Richard of King & Spalding; and Andrew Stull of Houlihan Lokey as moderator. 

  

Kicking off the panel, Stull shared an overview of the various take private transaction types, and Richard reviewed the legal implications and various standards to which directors can be held in a take-private transaction. Morgan then described the two-year process of taking Zep private, including how outside advisors were deployed and how the loss of a factory in the middle of the process impacted the company’s plan. Elward then described his take-private process, taking an auto sector company operating in 34 countries private through a very intense negotiation process.  

  

The use of a special committee for such transactions was discussed and recommended. Committee members must be committed and available. As an example, Elward shared that his company’s committee held 40 meetings, and 38 of those meetings had 100 percent attendance. Also, the use of outside counsel in combination with the committee was recommended, including the use of outside counsel to take committee minutes.  

  

Slides shared with the audience at the program can be found in the link above this article. The NACD Atlanta Chapter extends its thanks to the panelists for sharing their experiences and expertise, with a special thanks to moderator Andy Stull for his partnership on the program. 




Location and Time

 

The Buckhead Club
3344 Peachtree Road
Atlanta, GA 30326


11:15 - 11:45 - Registration and Networking

11:45 - Lunch service begins

12:00 - 1:00 - Program



Speaker Spotlight

 

Tom Elward

Mr. Elward has served as a director of the Company since April 2014. Previously, Mr. Elward served as the President and Chief Executive Officer of CMS Enterprises, a wholly owned subsidiary of CMS Energy, an energy holding company, from 2003 to 2008. Mr. Elward also previously served in various management roles with CMS Generation, a subsidiary of CMS Enterprises, from 1998 until 2008. He currently serves as a director of Sparta Acquisition Company, a special purpose entity of Borealis Infrastructure Funds, an international investor in infrastructure projects. He previously served as a director of Dynegy, Inc., a provider of wholesale power, capacity and ancillary services, from 2011 to 2012, including as Chairman of the Board from December 2011 until September 2012, and as a director of the CMS Energy Foundation. Additionally, Mr. Elward currently serves as a director and member of the executive committee of the Foundation Board of the Detroit Society of St. Vincent de Paul. Mr. Elward received a B.S. in Chemical Engineering, summa cum laude, from the University of Detroit and a M.S. in Nuclear Engineering from the University of Illinois. He also has completed the executive management program as an alumnus of the Harvard Business School.

John K. Morgan

John K. Morgan serves as Chairman, President and Chief Executive Officer of Zep Inc., a specialty chemical manufacturer. Mr. Morgan led Zep Inc.’s spin-off from Acuity Brands (NYSE:AYI) in November 2007, where he served as President and Chief Executive Officer of Acuity Specialty Products Group, Inc. Previously, Mr. Morgan was President and Chief Executive Officer of Acuity Brands Lighting, a $2 billion lighting equipment manufacturer. In addition to serving as Chairman of the Board for Zep Inc., Mr. Morgan is a director of WESCO International Inc. (NYSE:WCC), serving on its Audit and Compensation Committees, and is a director of The Georgia Aquarium Inc., serving on its Audit Committee. Previously, as a board member of the National Electrical Manufacturers Association, Mr. Morgan chaired the environmental sustainability initiative for that organization. In addition to earning a Bachelor of Science degree from Purdue University in Engineering Technology, Mr. Morgan also holds a Master of Business Administration from Indiana University, specializing in Finance and Marketing. He has completed Harvard University’s Advanced Management Program as well as Dartmouth College’s Strategic Brand Management Program. Mr. Morgan is also currently a member of the Management Executive Society, the Electrical Manufacturers Club and serves on the Advisory Board of the Department of Economics, Finance and Quantitative Analysis of Kennesaw State University.

Russ Richards

Russell B Richards (Russ)

Russ Richards is a Senior Partner in King & Spalding’s Corporate Practice Group. He focuses his practice on the representation of publicly-held and privately-owned companies in Mergers and Acquisitions, Joint Ventures and other corporate transactions and in Corporate Governance matters. Mr. Richards’ experience involves a broad variety of industries and the full range of M&A transactions, including public and private mergers and acquisitions, joint ventures and strategic investments, and representation of Boards of Directors and Special Committees. His practice has included transactions throughout the United States and in Canada, Mexico, South America, the United Kingdom and Continental Europe. Mr. Richards also regularly advises Boards of Directors and Chief Executive Officers of public companies on Corporate Governance matters. Mr. Richards graduated, with high honors, from the University of Tennessee (B.S. in Accounting) and with high honors from Duke University Law School where he served as Executive Editor of The Duke Law Journal and was a member of the Order of the Coif. He also passed the National Examination for Certified Public Accountants. He is listed in The Best Lawyers in America, and Chambers USA and Georgia Trend have selected Mr. Richards as a leading lawyer in his practice area. He has been selected as a “BTI Client Service All-Star” for delivering exemplary client service.

Andrew Stull

Andy Stull

Mr. Stull is a Managing Director in Houlihan Lokey’s Atlanta office. He is responsible for the firm’s Southeastern and Mid-Atlantic transactional opinion practice. Mr. Stull’s investment banking experience includes mergers and acquisitions advisory, management/employee buyouts, recapitalizations, debt and mezzanine financings. Mr. Stull has advised boards and/or special committees in a number of merger and acquisition/corporate restructuring transactions including, but not limited to: Federal Mogul’s take private by Icahn Enterprises, the take private of Books-A-Millions by a control shareholder, Pet Supermarket’s merger with PetValu, a recapitalization of CITGO Holdings, Gannett’s spin-off of TEGNA, Florida Public Utilities’ merger with Chesapeake, Motorola’s spin-off of Motorola Mobility, National Home Health Care’s take private by Angelo Gordon, Primus Telecommunications’ merger with Arbinet, Datapath’s acquisition of Swedish Satellite Systems AB, Encore Medical’s sale to Blackstone Group, Banc Intelligence.com’s sale to Fiserv, Beverly Enterprises’ take private by Fillmore Capital Group, King & Prince Seafood’s sale to Gorton’s, Albertsons’ sale to Supervalu / CVS and Cerberus, Synovus’ spin-off of Total System Services, Lodgian’s sale to Lone Star Funds, and others. Mr. Stull is a member of the firm’s Fairness Opinion Committee. He has testified in complex transaction related matters in Delaware Chancery Court and courts located in Georgia and New York. Mr. Stull earned a B.S. in finance from Clemson University, holds the designation of Chartered Financial Analyst and is registered with FINRA as a General Securities Principal (Series 7, 24 and 63).

Accreditation

 

1 Credit




Question about this Event?

Contact Atlanta Chapter 850 Piedmont Ave. Suite 2510, Atlanta, GA, 30308 phone: 404-697-3483 email: mmadden@nacdatl.org