Payment by Del Monte and Barclays one of the largest cash settlements ever in Delaware Chancery Court; case has upended investment banking practice of offering sell-side financing in M&A transactions.
Ending a case that has reformed longstanding conflicts within the investment banking community on M&A deals, Del Monte Corporation and Barclays Capital Inc. have agreed to pay $89.4 million to Del Monte shareholders who were cashed out in the 2010 buyout of Del Monte by a group of private equity firms.
Grant & Eisenhofer, which has served lead counsel in four of the five largest settlements in the history of Delaware Chancery Court, is co-lead counsel on behalf of a class of Del Monte shareholders who opposed the way in which the storied food company and its investment bank transacted the sale of Del Monte to a consortium of private equity investors.
The payment is one of the largest cash settlements on record in Delaware Chancery Court – Del Monte will contribute $65.7 million while Barclays will pay $23.7 million. The lawsuit, which challenged the common practice by many deal advisers to simultaneously offer sell-side financing in a transaction, led to sweeping changes in the way investment banks conduct business in the M&A marketplace.
An injunction ruling earlier this year by Chancery Court Vice Chancellor J. Travis Laster led to an immediate industry-wide retreat by investment banks from providing financing for deals in which they also represented the sellers. Bloomberg News reported that since the Del Monte ruling came down, “no firm has offered sell-side financing for a U.S. public company buyout valued at more than $1 billion.…In the previous 2 ½ years, it was offered about 40 percent of the time for deals of that size.” As noted corporate governance expert Larry Hamermesh of Delaware’s Widener University remarked to Bloomberg, Chancellor Laster’s ruling “got the attention of every bank across Wall Street. It does seem like banks are exercising across-the-board caution after Del Monte.” The deal was eventually approved by a shareholder vote [March, 2011].
The settlement is subject to approval by Vice Chancellor Laster. If approved, it will resolve all litigation over the sale of Del Monte.