In order to approve the merger of two global aluminum manufacturers, the U.S. Department of Justice, Antitrust Division required a partial divestiture in order to resolve the competitive harm the government asserted would occur if the full merger were approved. The two companies and the Department of Justice agreed that one aluminum autobody sheet (ABS) manufacturing facility was to be divested to a third party within a certain timeframe, and signed a settlement agreement to that effect. When the merged company was unable to complete the divestiture within the required time period, the Department of Justice appointed Guidepost Solutions’ CEO as the Divestiture Trustee with the sole authority to conduct the sale of the aluminum ABS manufacturing facility to an appropriate purchaser and in a timely manner.
Guidepost had to step into an in-progress acquisition process being conducted by the newly merged company and begin managing that process. Guidepost was charged with accomplishing the divestiture to an acquirer capable of operating the divested asset competitively in the industry and was acceptable to the United States, at a price and on terms that are obtainable upon reasonable effort. During the process, Guidepost oversaw the due diligence process, managed communications among and between the prospective acquirers, the sellers, their independent financial advisors, the management of the divested asset, and the government. Guidepost submitted a report to the Department of Justice with recommendations regarding the final two potential acquirers, one of which was ultimately approved per the Final Judgment.
Benefit to the Client
As the Divestiture Trustee, Guidepost accomplished the divestiture in a timely manner and to an appropriate acquirer – one that was capable of competitively operating the aluminum ABS facility as a standalone entity. Guidepost stepped into a complicated ongoing process and successfully managed various competing interests while adhering to the government’s preferred schedule. The culmination of the acquisition process served the interests of the Department of Justice to reduce any competitive harm that would have been caused by the initial merger.