The market for Canadian M&A work continued to stay hot this week, as Toronto-based financial services firm Davis + Henderson Corp. announced Wednesday that it would buy U.S. rival Harland Financial Solutions from Harland Clarke Holdings for $1.2 billion in cash.
Paul, Weiss, Rifkind, Wharton & Garrison, which opened an office in Toronto in 2011, is working on the deal for San Antonio–based Harland Clarke, a portfolio company of billionaire Ronald Perelman’s MacAndrews & Forbes Holdings.
Robert Schumer, chair of the corporate department at Paul Weiss and one of The American Lawyer’s Dealmakers of the Year in 2012 for his work on the $3.3 billion sale of Warner Music Group, is leading a team from the firm working on the Harland Financial sale that includes finance partner T. Robert Zochowski Jr., tax cochair Jeffrey Samuels, and corporate counsel Ross Fieldston.
Lead in-house lawyers working on the matter include MacAndrews & Forbes senior vice president Edward Taibi and Harland Clarke general counsel Judy Norris, a former partner at Thompson & Knight. Harland Clarke’s deputy general counsel is Debra Keener, while Mitch Lucas serves as vice president of product management and legal compliance at Harland Financial. Former Paul Weiss lawyer Steven Fasman is executive vice president of law for MacAndrews & Forbes.
The New York Times's DealBook reported earlier this month that Harland Clarke had sued Perelman's friend Michael Milken in state court in San Antonio over the latter's 2011 purchase of GlobalScholar, an education technology company backed by the former junk bond king. Paul Weiss had a role on that ill-fated deal for Harland Clarke, according to an SEC filing.
Paul Weiss and Perelman, whose net worth was recently pegged by Forbes at $12.2 billion, have a long legal history. When Delaware’s Chancery Court approved a 2011 going-private deal for MacAndrews & Forbes in May, it was Paul Weiss representing Perelman entity M&F Worldwide in the litigation, according to a report by sibling publication The Litigation Daily.
Perelman has also relied on Paul Weiss for counsel in a long-running inheritance battle involving the father of the billionaire’s late ex-wife, a fight so fierce it led to sanctions against the firm and Lowenstein Sandler, according to our previous reports. The latest salvo in the dispute was fired in late June when Perelman’s daughter Samantha took her uncle to court for allegedly being cut out of a $600 million inheritance.
Back in the less contentious world of Canadian M&A, Stikeman Elliott, a leading firm up north, is advising Davis + Henderson on its proposed purchase of Lake Mary, Florida–based Harland Financial. Davis + Henderson specializes in providing compliance and lending technology to North American banks, and by picking up the target, the acquiror hopes to better position itself as a leading financial technology firm.
Martin Langlois, cohead of M&A at Stikeman, is leading a team of lawyers working on the deal for Davis + Henderson that includes debt finance partner Timothy McCormick, banking partners Marie Garneau and Justin Parappally, and associates Aniss Amdiss, Christen Daniels, Andrew Grant, Nasim Jamasbi, Jonathan Moncrieff, Kevin Smyth, and Christopher Yung.
Davis + Henderson plans to finance its acquisition of Harland Financial through the sale of roughly $581.5 million in subscription receipts and unsecured subordinated debentures on commitments from Bank of America, The Bank of Nova Scotia, and The Royal Bank of Canada. The transaction is expected to close in the third quarter of this year, pending regulatory approvals, according to a press release by Harland Financial.
The Am Law Daily has reported in recent months on the various firms benefiting from a spate of large Canadian M&A deals, including The Loblaw Companies’ $11.9 billion merger with Shoppers Drug Mart, Safeway’s $5.7 billion sale of its Canadian unit, Valeant Pharmaceuticals International’s $4.5 billion buy of Bausch & Lomb, Brookfield Asset Management’s $3.7 billion in asset sales, E-L Financial’s $1.1 billion sale of the Dominion of Canada General Insurance Company, and Onex’s $950 million purchase of Nielsen Expositions.