Special Committee & Fairness Opinion Practice
Increasingly, Boards of Directors must confront situations or transactions that require the formation of a Special Committee of independent directors or an outside financial expert that does not have a vested interest in the transaction. Recent court decisions have reinforced that the Special Committee must be sure its advisor is independent and free of conflicts.
Solomon Partners’s Special Committee & Fairness Opinion Practice is dedicated to advising Special Committees and Boards of Directors on a wide range of transactions. We have advised companies on decisions as diverse as stock-for-stock mergers, strategic asset divestitures, joint ventures, cross-border acquisitions, management-led buyouts, leveraged recapitalizations and financial restructurings. We have also provided strategic counsel to Special Committees when a conflict of interest develops with a company’s existing investment banking relationships—for example, when a firm providing advice on an acquisition is also providing financing.
Transactions
Serving as financial advisor to the Special Committee of SiriusXM's Board of Directors on SiriusXM's combination with Liberty SiriusXM Tracking Stock Group
Served as financial advisor to the Special Committee of System1’s Board of Directors on its sale of Total Security to Just Develop It
Served as financial advisor providing a fairness opinion to the Board of CC Neuberger
Served as advisor to the Special Committee of the Board of National CineMedia in connection with NCM's agreement with AMC to enable AMC to comply with the DOJ Final Order for Carmike
Advised the Special Committee of the National CineMedia (NCM) Board of Directors on the sale of Fathom Events to its founding members.
Advised MediaNews Group in its acquisition of 21st Century Media.
Advised the Disinterested Directors of the Board of SiriusXM in its repurchase of $500M of SiriusXM common stock from Liberty Media.
Represented the Special Committee of the Board of Directors in a “going-private” transaction with the Weiss Family.
Advised the company on its merger with Perfumania Holdings, Inc.
Advised the company on its acquisition of Swank, Inc.
Advised the company on its sale to Vector Capital.
Advised the company on its acquisition of American Sporting Goods.
Advised the company on its sale to Bain Capital Partners, LLC
Advised the company on its sale to Advent International
Advised the company on the spin-off of Madison Square Garden to the Cablevision shareholders
Advised the company on a Dutch Auction tender offer
Advised the company on its sale to Apollo Management LP
Advised the company on the acquisition of Pathmark, Inc.
Advised the company on its sale to Bain Capital Partners, LLC
Advised the company on its sale to Madison Dearborn Partners, LLC
Advised the company on its sale to Sun Capital Partners
Advised the company on its sale to Apollo Mgmt. Texas Pacific Group
Advised the company on its sale to MacAndrews & Forbes Holding, Inc.
Advised the company on the acquisition of Bridge Trading Company
SENIOR LEADERSHIP
The cornerstones of our Special Committee & Fairness Opinion Practice include:
INDEPENDENCE
Solomon Partners remains an independent advisory firm with a singular mission—providing sound advice. We have no conflicts arising from securities research, trading or ownership. Boards and Committees need not worry about our retention affecting research opinions, trading positions, or investments.
EXPERIENCE
Solomon Partners has advised on more than 500 strategic and advisory assignments for major public and private corporations worldwide. Our managing directors are experienced bankers who average over 25 years of investment banking experience.
FOCUS
Special Committees are always advised by Managing Directors who are deeply involved in all aspects of an assignment. Every assignment is led by a senior banker who possesses the maturity and experience necessary to guide the Special Committee through the attendant complexities.
SENSITIVITY
Solomon Partners’ investment bankers appreciate the sensitivity of the mission faced by independent directors who must be particularly mindful of high-profile transactions and the shareholder scrutiny that accompanies them. We understand the inevitable tension created when management and/or other directors have conflicting goals.
KNOWLEDGE
We are proud of the skills we have brought to the successful execution of complex assignments in a wide variety of businesses. We are recommended by leading law firms and advisors throughout the country.
GLOBAL EXPERTISE FROM OUR NATIXIS PARTNERSHIP
Today, Solomon Partners is an independently-run affiliate of Natixis, part of Groupe BPCE, a top ten European and top 20 global bank. Our partnership provides our clients with global coverage across the Americas, EMEA and APAC.
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