After months of drama, Groupon, Inc., completed its initial public offering on November 3 and saw its stock rise by almost 40 percent, from an offering price of $20 per share to an opening price on Nasdaq of $27.82. But the stock closed at only $19.04 on December 6. Groupon raised $700 million in the IPO, for a market capitalization of $12.25 billion.
The IPO capped a wild ride for the Internet company, which offers daily coupons on a range of goods and services. Founded in 2008, Groupon grew at a spectacular pace and turned down a $6 billion offer from Google Inc. in December 2010. Groupon filed to go public on June 2, and some market observers believed it might be worth $30 billion or more, but the Securities and Exchange Commission found numerous accounting issues in the company’s prospectus. The market downturn in July and August, together with skepticism about the viability of Groupon’s business model, dampened enthusiasm for the offering among many investors, which helped account for the stock’s slump in the weeks after its IPO.
In-House: General counsel David Schellhase.
Winston & Strawn: Corporate: Matthew Bergmann, Steven Gavin, Erik Lundgren, and associates Christina Trotta, Courtney Tygesson, and Karen Weber. (All are in Chicago.) Gavin and Bergmann were issuer counsel on the 2006 IPO of Innerworkings, Inc., and the 2009 IPO of Echo Global Logistics, Inc., both of which were formed by Groupon cofounders Eric Lefkofsky and Brad Keywell.
DLA Piper: Peter Astiz, Gregory Gallo, Jason Harmon, Ann Lawrence, and associates Jordan Coleman, Maryellen Gleeson, and Michael Stein. Financial services regulatory: Jeffrey Hare. Litigation: Hugh Marbury. Intellectual property: James Vickery. Tax: David Colker. (All are in East Palo Alto except for the following: Harmon, Gleeson, and Marbury are in Baltimore; Lawrence is in Los Angeles; Coleman is in San Francisco; Hare is in Washington, D.C.; and Vickery is in Austin.) DLA Piper has also done significant work for Morgan Stanley. Morgan Stanley got the lion’s share of the $42 million in underwriting fees on the Groupon IPO. Morgan Stanley made $17.4 million, Goldman, Sachs $8.7 million, and Credit Suisse $3.1 million, with the rest split among the other underwriters. DLA also advised Groupon last year on its purchase of German start-up CityDeal GmbH and has done litigation work for the company.
Oracle / RightNow
Oracle Corporation agreed to pay $1.5 billion for RightNow Technologies, Inc., in a deal announced on October 24. At $43 in cash per RightNow share, the deal comes at a 20 percent premium to the target’s closing price on October 21, the last trading day before news of the deal broke.
RightNow is a Web-based provider of customer service software. On October 18 Oracle agreed to buy Endeca Technologies Inc., a privately held data management and analysis company based in Cambridge, Massachusetts. Neither the terms of that deal nor the advisers were disclosed, but press reports estimated that the deal was worth up to $1.1 billion. At press time, Oracle hoped to close the purchase of RightNow in December or early 2012 pending approvals from regulators and the target’s shareholders.
In-House: Corporate: general counsel Dorian Daley, associate general counsel Brian Higgins, and managing counsel Michelle Johnson. Regulatory: senior corporate counsel Renee Dupree. Government sector: associate general counsel Michael Clancy. Employment and benefits: managing counsel Sarah Wilson. Intellectual property: associate general counsel T.J. Angioletti and senior patent counsel Nicholas Baggaley.
Development and engineering: associate general counsel Michael Poplack and senior corporate counsel Jeff Osteen and James Wright. Litigation: associate general counsel Deborah Miller and senior corporate counsel Peggy Bruggman.
Latham & Watkins: Corporate: John Newell and associates Mark Bekheit and Jonie Ing. Antitrust: Joshua Holian and Karen Silverman. Tax: Laurence Stein and associate Eric Matuszak. Employee benefits and executive compensation: associates Julie Crisp and James Metz. (Newell, Ing, Holian, and Silverman are in San Francisco; Bekheit and Metz are in Menlo Park, California; and Stein, Matuszak, and Crisp are in Los Angeles.) Latham has been Oracle’s antitrust M&A counsel since the firm defeated the U.S. Department of Justice’s challenge to Oracle’s takeover of PeopleSoft, Inc., in 2005. Latham then represented Oracle on its 2008 acquisition of BEA Systems, Inc., and its purchase the next year of Sun Microsystems, Inc. [Big Deals, July 2009].
GTC Law Group: Intellectual property: Sean Belanga, Anthony Decicco, and Edward Nortrup. (All are in Westwood, Massachusetts.) GTC also worked on the Sun Microsystems deal and has handled other assignments for Oracle.
In-House: General counsel Alan Rassaby.
Dorsey & Whitney: Corporate: Timothy Hearn, Jack Manning, Parker Schweich, and associates Courtney Ellis, Erin McCrady, and Randall Wood. Antitrust: Michael Lindsay. Tax: John Chase. (Hearn and Lindsay are in Minneapolis. Manning, Ellis, and McCrady are in Missoula, Montana. Schweich and Wood are in Costa Mesa, California. Chase is in Palo Alto.) Dorsey has advised RightNow since shortly after its founding in 1997. Manning was lead issuer counsel on the company’s 2004 IPO.
99 Cents Only Stores
On October 11 Ares Management LLC and Canada Pension Plan Investment Board agreed to buy 99 Cents Only Stores Inc. for $1.6 billion, topping an earlier bid from Leonard Green & Partners, L.P. Ares and CPPIB will pay $22 per share in cash for the discount retailer. Leonard Green teamed with 99 Cents Only CEO Eric Schiffer and the family of company founder and chairman David Gold to offer $19.09 a share for the company on March 11, a 12.6 percent premium to 99 Cents Only’s March 10 closing price. (Schiffer is Gold’s son-in-law.) The founding family owns about a third of 99 Cents Only’s stock.
The target’s board formed a special committee of independent directors to evaluate the offer from Leonard Green and the Gold/Schiffer family and ended up running an auction. The families support the higher bid, and the parties hope to close the deal early in 2012 pending approvals from regulators and shareholders.
In-House: General counsel and chief legal officer Michael Weiner, associate counsel Naseem Sagati, and transaction partner Kevin Frankel.
Proskauer Rose: Corporate: Philippa “Pippa” Bond, Monica Shilling, Michael Woronoff, and associates Jonathan Benloulou, Joyce Men, Jillian Miles, Navneeta Rekhi, and Christopher Wu. Finance: Neil Cummings, Gregory Ruback, and asso­ciates Andrea Hwang, Kristen Kulik, Jill Rickard, and Nicole Ross. Antitrust: special counsel John Ingrassia. Tax: Michael Fernhoff. Employee benefits and executive compensation: special counsel Amber Busuttil Mullen and associate Heather Stone. Environmental: associate Aliza Cinamon. Technology, media, and telecommunications: associates Elida Kamine. Real estate: D. Eric Remensperger and asso­ciate Allen Loeb. Litigation: Scott Cooper and associate S. Montaye Sigmon. Labor and employment: Enzo Der Boghossian and associate Adam Freed. (All are in Los Angeles except for the following: Ruback, Hwang, Cinamon, and Kamine are in New York; Stone is in Washington, D.C.) Woronoff joined Proskauer in 2004 from Shelter Capital Partners, and he has advised Ares on numerous transactions since then, including the $218 million IPO of portfolio company Maidenform Brands, Inc., and Ares’s formation of a $2.1 billion fund in 2006, its $1.65 billion buyout of GNC, Inc., in 2007, and its 2009 purchase of Allied Capital Corp. for $648 million in stock. Ares partner David Kaplan was also formerly at Shelter. Associate counsel Sagati practiced at Proskauer before joining Ares.
Torys: M&A: Stefan Stauder and associates Morgan Dann and Andrew Hope. Lending: Jonathan Wiener. Tax: Peter Keenan. (All are in New York.)
Latham & Watkins: M&A: Howard Sobel. (He is in New York.) Latham is Leonard Green’s regular outside deal counsel.
In-House: Chief legal officer Russell Wolpert.
Munger, Tolles & Olson: Corporate: Judith Kitano, Brett Rodda, Mary Ann Todd, and associates Renée Delphin-Rodriguez and Jasmine Roberts. (All are in Los Angeles.)
Morrison & Foerster: M&A: Hillel Cohn, Michael O’Bryan, and associates Calvin Cheng, Kevan Graydon, Jonathan Keen, and Jennifer Steiger. Finance: of counsel Jeffrey Kayes. Executive compensation and employee benefits: Michael Frank. (All are in Los Angeles except for O’Bryan and Kayes, who are in San Francisco, and Frank, who is in Palo Alto.) The firm represented a prior special committee of the 99 Cents Only board that was formed to evaluate an offer from chairman David Gold for the company’s assets in Texas. The special committee recommended against the offer, and the full board rejected it.
Skadden, Arps, Slate, Meagher & Flom: M&A: Michael Gisser and Rick Madden. Executive compensation and employee benefits: Joseph Yaffe. (All are in Los Angeles.) Skadden has long represented company founder David Gold.