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$131.6 Million Friendly Merger - Preceded by Activist Campaign

Landry’s, Inc.

Represented Landry’s, Inc. in its acquisition in December 2011 through a two-step merger (tender offer with back-end merger) with McCormick & Schmick’s Seafood Restaurants, Inc. (NASDAQ:MSSR) for a total equity value of approximately $131.6 million.  The acquisition was the culmination of a process that began with a proxy contest followed by a seven-month auction process.  The transaction was financed through a combination of cash and debt.  In April 2011, McCormick & Schmick’s rejected Landry’s initial acquisition offer and implemented a defensive “poison pill.”  Our Activist Practice Group quickly formulated a strategy that pressured the McCormick & Schmick’s board to either negotiate a transaction with Landry’s or conduct a sale process for the company. The Activist Practice Group navigated Landry’s through a complex and unprecedented "withhold quorum" proxy campaign. Just two weeks after the commencement of this campaign, McCormick & Schmick’s announced its decision to put itself up for sale. Landry’s participated in the sale process and ultimately signed a merger agreement to acquire McCormick & Schmick’s in October 2011.

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