Knauf’s $7 Billion Acquisition of USG

Shearman & Sterling acted as the M&A counsel to Gebr. Knauf KG in connection with its $7 billion acquisition of USG Corporation.

The combined company will have global manufacturing and sales operations for gypsum wall board, ceiling products and fiberglass insulation with approximately 36,000 employees around the world. Berkshire Hathaway Inc., USG’s largest shareholder (owning approximately 31% of the company’s shares), has agreed to vote in favor of the transaction.

The USG board’s initial rejection of Knauf’s proposals led to a proxy contest in which the holders of USG’s shares, including Berkshire Hathaway, voted against the election of the USG director nominees in a show of support for Knauf’s acquisition proposal. This led the parties to negotiate and announce a transaction on June 11, 2018.

Gebr. Knauf Verwaltungsgesellschaft KG is a holding company which through its subsidiaries manufactures building materials. The company is based in Iphofen, Germany.

Shearman & Sterling advised Gebr. Knauf Verwaltungsgesellschaft KG with a team including Robert Masella (Picture), Grace Jamgochian, Dillon Smith, Alan S. Goudiss, Lona Nallengara, John J. Cannon, David A. Higbee, Ethan Harris, Ronan Wicks, Matthew Behrens, Sean Dougherty, Stephanie Greco, Frank Oliver and Eric Grosshandler.

Involved fees earner: Robert Masella – Shearman & Sterling; Grace Jamgochian – Shearman & Sterling; Dillon Smith – Shearman & Sterling;

Law Firms: Shearman & Sterling;

Clients: Gebr. Knauf Verwaltungsgesellschaft KG;

Author: Ambrogio Visconti