Quartet of firms closes Cubic's $3 bln takeover by private equity duo

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Sidley Austin legal offices in Washington, D.C. REUTERS/Andrew Kelly

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  • Follows bidding war with ST Engineering over Cubic
  • Skadden represented longtime client Veritas Capital
  • Gibson Dunn advised return client Evergreen Coast Capital

(Reuters) - Sidley Austin and Faegre Drinker Biddle & Reath have wrapped up defense and transportation technology company Cubic Corp’s $3 billion take-private purchase by two private equity firms, with Skadden, Arps, Slate, Meagher & Flom and Gibson, Dunn & Crutcher guiding the buyers.

Cubic announced on Tuesday that it had been delisted from the New York Stock Exchange now that its purchase by Veritas Capital Fund Management LLC and Evergreen Coast Capital Corp is complete. Evergreen is an affiliate of activist hedge fund Elliott Investment Management LP. Cubic is facing a shareholder suit over the hedge fund’s influence on the transaction.

Representatives for Skadden and Gibson Dunn did not immediately respond to requests to comment.

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San Diego-based Cubic supplies training technology to the U.S. Armed Forces and allied forces. It also develops software like fare collection platforms for public transit companies, according to its website.

Sidley mergers and acquisitions partners Brian Fahrney and Scott Williams, and associate Jason Nichol advised Cubic on the transaction. The firm said Tuesday that it also guided the company on defending against activist shareholders.

The Cubic transaction is among the 123 deals, worth a combined roughly $97.6 billion, that the firm has advised on so far this year, according to data from Refinitiv.

Cubic also tapped a Faegre Drinker team including corporate and M&A partners Michael Stanchfield and Morgan Burns, and associate Ryan Woessner.

Faegre Drinker is separately representing Cubic in a suit brought by an investor in the Delaware Chancery Court to win access to the company’s book and records, court filings show. The investor sued in April to investigate whether the company’s board violated shareholders' interests in agreeing to the $3 billion takeover.

Representatives and an attorney for Cubic did not immediately respond to a request for comment on the suit.

While Faegre Drinker isn’t noted among Refinitiv’s list of the top 25 legal advisors on M&A transactions based on deal number and value, the firm has taken the lead on hefty acquisitions in recent weeks. The firm is advising longstanding client General Mills Inc in its $1.2 billion all-cash purchase of Tyson Foods Inc’s pet food business, announced earlier this month.

On the other side of the Cubic deal, Skadden is representing return client Veritas. The firm advised the private equity firm on the $690 million acquisition of Harris Corp's government IT services business and the $755 million acquisition of capital services business of Chicago Bridge & Iron Co in 2017, according to firm press releases.

The other buyer in the deal, Evergreen, was guided by a Gibson Dunn team. The firm previously steered Veritas and Evergreen in their $5.7 billion buy of health care management platform Athenahealth Inc, which wrapped up in 2019, according to a firm’s press release.

Veritas and Evergreen purchased Cubic for $75 per share in cash, effectively ending a bidding war with Singaporean engineering firm ST Engineering. The private equity firms first announced in February that they’d agreed to buy Cubic.

Cubic’s financial advisor is J.P. Morgan Securities LLC, with Raymond James & Associates Inc completing the fairness opinion for the board.

Read more: Faegre, Hogan Lovells steer General Mills’ $1.2 bln kibble deal with Tyson Cubic accepts sweetened buyout offer from Veritas Capital, Elliott

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