Client name: Maverick Tube Corporation (U.S.), a subsidiary of Tenaris S.A.
Transaction/Matter/Case name: Sale of Tenaris’s North American Electric Conduit business to Nucor Corporation
Value: US$ 335 million, plus customary adjustments
Brief description: On December 15, 2016, Tenaris’s subsidiaries, Maverick Tube Corporation and Maverick Tube International Holdings, Inc. entered into a definitive agreement with NUCOR Corporation to dispose of all of its interest in Maverick C&P, the holder of Maverick’s steel electric conduit business in North America, known as Republic Conduit, which sells welded steel pipes for electric conduits used in the construction industry and operates two facilities located in Louisville, Kentucky, and Cedar Springs, Georgia, in the U.S. The business will be sold for US$ 335 million on a cash free, debt-free basis, subject to a working capital adjustment at closing.
Republic Conduit had been acquired by Tenaris in connection with its acquisition of Maverick Tube Corporation in 2006. The Business’s market share progressively increased over the last five years thanks to the continuous improvement of its deliveries, service to its distribution network and product promotion, reaching in the 2016 third quarter an EBITDA of US$55.16 million.
The transaction is subject to U.S. antitrust clearance and other customary conditions and is expected to close during January 2017.
Signing Date: December 15, 2016
Lead partner: Diego E. Parise
Other partners and associates involved: Mercedes Rodriguez-Giavarini (partner); Philip Wayne Smith (associate)
Other law firms involved and their role (including the clients they advised):
Counsel to NUCOR: Corporate counsel: Moore & Van Allen, through partners Jeremy H. Godwin and Robert Rust.
Antitrust counsel: Arnold & Porter LLP, through counsel Jason Ewart and associate Yasmine Harik.
Counsel to Maverick: International deal counsel: Mitrani Caballero Ojam & Ruiz Moreno.
U.S. counsel: Sullivan & Cromwell LLP, through partner Scott Crofton, partner Ronald Creamer and associate Slki Hong provided advice on tax matters and Steven Holley and Eric Queen advised on antitrust matters.
Is this a cross-border matter?: No
Governing Law: New York Law
Jurisdiction for dispute resolution: New York courts