How does one acquire a large U.S. publicly listed company, and what key considerations should be taken into account when acquiring a U.S. public company?

From the perspective of Chinese companies and professionals involved in cross-border M&A transactions, let’s examine what insights or cautionary points this mega-transaction in the global oil & gas industry offers regarding the acquisition of large U.S. public companies: First, what kind of external advisors should be engaged for acquiring a large U.S. public company? According to the announced details, Halliburton’s lead financial advisor is Credit Suisse, with BofA Merrill Lynch (a subsidiary of Bank of America) also serving as a financial advisor; Baker Botts (ranked #2 among energy law firms in the 2015 Vault rankings) and Wachtell, Lipton, Rosen & Katz (ranked #1 overall and #1 for M&A transactions in the 2015 Vault rankings) serve as its external legal counsel; BofA Merrill Lynch, acting as the lead arranger alongside Credit Suisse, provides debt financing for the cash portion of the transaction. On the Baker Hughes side, Goldman, Sachs & Co. (Goldman Sachs) serves as its financial advisor, while Davis Polk & Wardwell LLP (ranked #5 overall in Vault) and Wilmer Cutler Pickering Hale and Dorr LLP (a leader in U.S. antitrust law, antitrust litigation, and securities litigation) serve as its external legal counsel. It is evident that in world-class M&A transactions, prestigious investment banks and traditional Wall Street M&A law firms hold dominant positions. Moreover, given the sector-specific nature of this merger, an industry-leading law firm—such as Baker Botts—must necessarily be included among the external legal counsel. From the target company’s perspective, because the transaction involves significant regulatory compliance requirements (e.g., antitrust filings) and carries substantial risk of shareholder litigation, engaging a law firm with proven expertise in regulatory compliance, securities litigation, and antitrust litigation is naturally essential. Other undisclosed advisors—including lobbying firms, PR agencies, and HR consulting firms—are likewise expected to be top-tier industry players. As for accounting and tax advisors, given the highly concentrated market dominated by the Big Four accounting firms (PwC, EY, Deloitte, and KPMG), it is virtually certain that one or more of these firms will be involved. Careful planning—regarding both the selection of external advisors and the optimal composition of the advisory team—is therefore a critical consideration for Chinese companies’ M&A teams during the pre-acquisition phase. Second, what acquisition structure should be adopted for acquiring a large U.S. public company? Generally, acquiring 100% of a large U.S. public company’s equity proceeds via either a tender offer or a one-step merger. A one-step merger is typically used when government approvals are expected to take considerable time, or when the consideration offered includes the acquirer’s own shares (both scenarios occurring in friendly takeovers). In contrast, tender offers are often preferred in hostile takeovers, where regulatory approval is not anticipated to pose a hurdle, where timing is critical (especially if no second-step merger is planned), or where the transaction is all-cash—though tender offers may also include stock as part of the consideration.

Silicon Valley Bank’s U.S. stock plunged over 97% in pre-market trading upon resuming trading; Signature Bank’s U.S. stock plunged over 99% in pre-market trading upon resuming trading. What key information warrants attention?

It has been exactly 20 days since Silicon Valley Bank’s (SVB) collapse on March 8. With SVB’s core operations finally acquired yesterday under the trusteeship of the U.S. Federal Deposit Insurance Corporation (FDIC), this banking crisis—which triggered global tremors across the financial sector—appears to have reached a pivotal, interim milestone... U.S. regulators seized Silicon Valley Bank, headquartered in Santa Clara, California, on March 10. Its abrupt collapse within just 48 hours sent shockwaves through global markets, triggering widespread panic. Shortly thereafter, Signature Bank collapsed over that same weekend. This banking storm even crossed the Atlantic to Europe: on March 19, the Swiss Federal Council forcibly announced Credit Suisse’s acquisition by UBS Group. These upheavals constitute the largest ‘black swan’ event in Western banking since the 2008 global financial crisis. That earlier crisis—sparked by the bankruptcy of subprime mortgage lenders, forced closures of investment funds, and violent stock market volatility—plunged the global economy rapidly into recession, prompting governments worldwide to roll out sweeping rescue packages. This time, confronted with another fierce wave of banking turmoil, Western financial regulators were compelled to intervene decisively—to alleviate external concerns about bank runs targeting mid-sized and regional lenders. As of this past Monday, with First Citizens Bank finalizing its agreement with the FDIC to acquire all of SVB’s deposits and loans, the three banks at the epicenter of this banking crisis—Silicon Valley Bank, Signature Bank, and Credit Suisse—have each found their respective ‘white knights,’ either facilitated or mandated by regulatory authorities... Market performance since the start of this week shows broad-based rebounds across U.S. financial stocks, sharp gains among regional banks, and a retreat in safe-haven U.S. Treasury yields—two-year Treasury yields rose by over 20 basis points. As the banking crisis enters its third week, market participants appear to have finally caught a rare breath. Yet, has this banking crisis truly ended? Can calm and stability now return? The ‘Old Prescription’ from the ‘Old Western Medicine’ Although their specific rescue mechanisms differ slightly, both U.S. and Swiss policymakers appear to be reviving the ‘old prescription’ deployed during the 2008 financial crisis: merging distressed banks with healthy ones—for instance, the merger between two century-old Swiss banks, UBS and Credit Suisse. Similar precedents exist: when weaker banks failed, stronger peers—under regulatory coordination—acquired them. Examples include JPMorgan Chase’s acquisitions of Washington Mutual and Bear Stearns; Bank of America’s acquisition of Merrill Lynch; and Wells Fargo’s acquisition of Wachovia. Such acquisitions clearly function as an effective short-term ‘band-aid’ for crisis-stricken banks: the new owner can inject superior management practices, complete the deal at relatively low cost, expand its business footprint, and restore depositor confidence—thereby halting contagion-driven panic and bank runs...

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