The Firm is representing Tyco International Ltd (“Tyco”) in connection with the announced stock-for-stock merger of its flow control business with Pentair, Inc. in a transaction valued at approximately $10 billion. The combination of Tyco Flow Control and Pentair, structured as a Reverse Morris Trust transaction, will create a diversified industrial growth company with leading positions in water and fluid solutions, valves and controls, and equipment protection products and 2012 pro forma revenues of approximately $7.7 billion. Immediately following the transaction, the combined entity, which will be named Pentair, will be owned 52.5% by former Tyco shareholders and 47.5% by Pentair shareholders. The transaction follows Tyco’s previously announced plan to spin-off its flow control business into an independent, publicly traded company.
The Simpson Thacher team working on the transaction includes Alan Klein, Anthony King, Daniel Layfield, Ashwin Cheriyan, Austen Heim, Michael Ceulen and Eric Risi (Corporate), Greg Grogan, Jennifer Wolff and Tyler Andersen (Executive Compensation and Employee Benefits), Adeeb Fadil and Noreen Lavan (Environmental), Marcela Robledo (Intellectual Property), Krista McManus (Real Estate) and Aimee Goldstein, Michael Naughton and Ellen Frye (HSR/Antitrust).