Matthew advises corporations, financial sponsors and other financial intermediaries on their public and private M&A needs, whether the transaction entails assets in the United States or US counterparties, or entails investments or acquisitions in high-growth markets.
Matthew understands how US law and practice differ from other legal systems across the world. He appreciates the cultural differences between parties in jurisdictions and sees at the outset where the problems will be and what, if anything, will frustrate the deal.
Chambers USA ranks Matthew among the leading Corporate/M&A practitioners in New York. Matthew is a regular guest lecturer on M&A at many law schools, and has been a panelist at the Tulane Corporate Law Institute; he is also the only lawyer in the United States to have been the lead partner on transactions recognized by the Financial Times in the first four years of their US Innovative Lawyer Awards.
Matthew “‘is a pleasure to deal with, an adroit negotiator with technical and commercial acumen, and has an ability to anticipate opposing counsel’s moves in transactions.’”
Chambers USA 2016
“‘Provides great expertise and fantastic service levels.’”
The Legal 500 2016
“‘Excellent all-around,’ Matthew Herman has an ascendant profile in the New York M&A world.”
Chambers USA 2013
“Extremely professional, on target, precise, and committed to delivering tailor-made advice in a timely manner.”
Chambers USA 2011
“Excellent at bridging the gap in legal culture between Europe and the United States.”
The Legal 500 2011
“Extremely fast at understanding the parameters of a deal and the mindset and needs of the parties … Practical solutions that get out of blocking situations … An outstanding negotiator.”
The Legal 500 2011
Cross-Border Corporate M&A
Matthew’s cross-border corporate representations include acting for:
- Henderson Group in connection with its $6bn all stock merger of equals with Janus Capital to form Janus Henderson Global Investors, a leading global active asset manager with AUM of more than $320bn (pending);
- Sysco Corporation on its $3.1bn acquisition of Brakes Group from Bain Capital;
- Japan Tobacco Inc. on its $5bn acquisition of the non-US operations of Natural American Spirit from Reynolds American; its acquisition of Logic Technology Development LLC, one of the leading US e-cigarette brands; and its more than $230m acquisition of Brazilian leaf tobacco suppliers Kannenberg & Cia. Ltda. and Kannenberg, Barker, Hall & Cotton Tabacos Ltda.;
- Dubai Aerospace Enterprise on the sale of StandardAero, one of the industry’s largest independent maintenance, repair and overhaul (MRO) providers, to an affiliate of Veritas Capital;
- Mast-Jägermeister on its acquisition of the Sidney Frank Importing Company (SFIC), the NY-based alcohol brands distributor;
- Foster Wheeler (Nasdaq: FWLT) on its approximately $8.5bn mixed cash and stock business combination with AMEC plc;
- UMS United Medical Systems International AG on the sale of United Medical Systems (DE), Inc. to New State Capital Partners LLC;
- United Continental Holdings Inc. on the $120m sale of selected assets to Southwest Airlines Co.;
- diversified chemical company FMC in connection with its approximately $345m acquisition of Epax, a global leader in the production of high purity, premium grade Omega-3 EPA/DHA fatty acids;
- FINCA International, the provider of microfinance services, in connection with the creation of FINCA Microfinance Holdings, a first-of-its-kind, socially responsible, more than $200m investment partnership with strategically selected international development banks and socially responsible investment firms (ranked “Commended” in the Financial Times 2012 US Innovative Lawyer Awards);
- ASSA ABLOY AB, the global leader in door opening solutions, in connection with its $130m acquisition of Albany International Corp.’s global door systems division;
- Merck & Co., Inc. in connection with its joint venture with Simcere Pharmaceutical Group;
- Travelex, the world’s leading foreign exchange specialist, on the $964m sale of its business payments operations, Travelex Global Business Payments, to The Western Union Company (ranked “Commended” in the Financial Times 2011 US Innovative Lawyer Awards); on the $458m sale of its prepaid Card Program Management business to MasterCard; and on its $600m acquisition of Ruesch International, the business-to-business payment service provider owned by Welsh Carson;
- Invatec, an Italian medical device manufacturer, and its owners on the sale to Medtronic, Inc., in a transaction valued at up to $500m;
- K&S A.G., the DAX-listed salt products and fertilizers group, on its $1.7bn acquisition of Morton Salt (ranked “Highly Commended” in the Financial Times 2010 US Innovative Lawyer Awards) and its more than $500m acquisition of SPL, the Latin American salt producer;
- Magnum Coal Company, a portfolio company of ArcLight Capital Partners, on the sale to Patriot Coal Corporation in an SEC-registered stock-for-stock transaction valued at approximately $1.4bn;
- Sports Direct on its $182m contested acquisition of Everlast Worldwide Inc., under the go-shop provisions of Everlast’s previous merger agreement, and its successful defense of litigation relating to the acquisition;
- Linde A.G. on its sale of INO Therapeutics, a leader in gaseous drugs, and its reinvestment in Ikaria Holdings, a portfolio company of New Mountain Capital, in a transaction valued at $670m;
- Lanxess on its global divestiture program, including the separate dispositions of its Dorlastan elastic fibers division and its paper chemicals division;
- eircom on its €420m acquisition of mobile operator Meteor Mobile Communications from Western Wireless Corporation; and
- Degussa on the disposition of Proligo to Sigma-Aldrich.
Financial Sponsor M&A
Matthew’s private equity experience includes acting for:
- CVC Capital Partners in connection with the $8bn sale of Formula One Group to Liberty Media Corporation;
- global private equity firm Advent International in connection with its $2.2bn sale of behavioral healthcare services provider Priory Group; and its $1.1bn acquisition of the coatings resins business of Cytec Industries Inc.;
- the Chief Executive Officer, Chairman and Founder of RealD, Inc., the NYSE-listed global visual technology company, in connection with the more than $550m going private leveraged buyout by Rizvi Traverse;
- Warburg Pincus on its acquisition of a majority stake in Source Holdings Limited, a leading European exchange-traded product provider; and in connection with its portfolio company MACH’s approximately $700m sale to Syniverse, and acquisitions of Cibernet and of WorldCell’s roaming service business;
- Global infrastructure fund EQT in connection with its $420m acquisition by tender offer of Westway Group, Inc.;
- Goldman Sachs PIA and Permira on the $3.8bn sale of Cognis, a German producer of food and cosmetics ingredients, to BASF;
- Permira in connection with its €2.1bn leveraged buyout (with KKR) of the pan-European television and radio operator SBS Broadcasting SA;
- the sponsor consortium owners (including Apax, Atlas, 3i and Doll Capital Management) of eDreams, Inc. on the €153m sale to TA Associates; and
- Fox Paine on the disposition of the North American canola business of Advanta BV to Monsanto Company.
Matt has acted for financial advisers in the following M&A transactions:
- the financial adviser to the Special Committee of Apollo Residential Mortgage, in connection with its approximately $640m merger with Apollo Commercial Real Estate Finance;
- the financial advisor to MCG Capital Corporation, in connection with the $175m sale of MCG Capital Corporation to PennantPark Floating Rate Capital, Ltd.;
- the financial adviser to Medtronic, in connection with Medtronic’s announced $42.9bn cash and stock inversion acquisition of Covidien, in a transaction that values the combined company at more than $100bn;
- the financial adviser to Corio N.V. in connection with Klépierre S.A.’s offer to acquire Corio in a transaction that values the combined company at more than €10bn;
- the financial adviser to Tyco in connection with the “Reverse Morris Trust” merger of Tyco’s flow control division with Pentair, Inc., in a transaction that values the combined company at approximately $7.7bn; and
- the financial adviser to Techtronic Industries on its $713m acquisition of Sweden’s Atlas Copco.
Recent Publications and Other Media
- “Have All of the Easy Deals Already Been Done?” (video discussion), The Deal, December 2016.
- “How Carveouts Can Drive Value” (with Paul Humphreys), The Deal, November 2016.
- “Carveout Transactions Present Challenges and Opportunities,” discussion with The Deal’s Rhonda Schaffler, November 2016.
- “You Brexit You Own It: But What Next for M&A?” The M&A Journal, June 2016.
- “Getting the Most out of an Auction Sale of a Global Business,” The M&A Journal, July 2015.
- “M&A in 2015: The Year the Corporate Coffers Open,” The Deal, February 2015.
- “M&A Is Back,” The M&A Journal, September 2014.
- “Surveying the Landscape: Worldwide M&A,” The M&A Journal, September 2014.
- “Treasury Urges End to Foreign Tax Flights, but Quick Action Is Unlikely,” The New York Times Dealbook, July 16, 2014.
- “Elite Law Firms Dominate as Deals Proliferate,” The Wall Street Journal, July 13, 2014.
- “M&A Party Attracts Uninvited Guests,” The Wall Street Journal, May 29, 2014.
- The Impact of the Economy on M&A Deals: An Immediate Look at Changes to M&A Transactions and the Regulatory Environment as a Result of the Financial Crisis (Aspatore Special Report) (with John W. Kellogg).
- “Current Challenges in International Private Equity,” Strategies for International Private Equity Transactions: Leading Lawyers on Understanding Local Regulations, Managing Risks, and Analyzing Recent Trends (Inside the Minds), ed. Michaela Falls (Aspatore).
- “Weighing Africa M&A Risks, Rewards,” The Wall Street Journal, July 10, 2013.
- “Evolving Global Strategy Gives Law Firm an Edge,” The New York Times, September 24, 2012.
- “Spotlight on PE Trends in Israel,” Law360, August 29, 2012.
- “Martin Marietta Censured over Vulcan Move,” Financial Times, May 6, 2012.
- “Freshfields on Due Diligence for non-US Buyers,” The Deal LLC’s The Deal Economy 2012.
- “Q&A with Freshfields’ Matt Herman,” Law360, December 6, 2011.
- “The New Normal – Multijurisdictional and Emerging Markets M&A,” The M&A Journal.
Career to date
Matthew was a corporate attorney with Brobeck, Phleger & Harrison in New York and, before that, with Willkie Farr & Gallagher in New York and London.
Qualifications and education
Matthew received his JD, magna cum laude, from Albany Law School, where he was lead articles editor for The Albany Law Review and currently serves as a member of the Board of Trustees. He received his BA in economics from Emory University. Matthew is admitted to practice in the State of New York.