Irish and US firms lead $20bn Johnson Controls and Tyco merger

A quartet of US and Irish firms have won roles on the $20bn (£14bn) merger of industrial company Johnson Controls and security provider Tyco.

Simpson Thacher & Bartlett is advising Cork-headquartered Tyco on the transaction, in which the company will maintain its Irish legal domicile. Its team was led by partners Alan Klein and Elizabeth Cooper, both based in New York.

Arthur Cox partner Stephen Ranalow provided additional advice to Tyco from Dublin, supported by partners Maura McLaughlin and Geoff Moore, as well as tax co-chair Fintan Clancy and finance partner Phil Cody.

On the financial side, US heavyweight Skadden Arps Slate Meagher & Flom partners Eileen Nugent and Michael Chitwood acted on the deal from New York working with Tyco’s adviser Lazard.

Tyco’s combination partner and Milwaukee-based Johnson Controls similarly turned to a US and Irish duo in the form of Wachtell Lipton Rosen & Katz and A&L Goodbody.

Wachtell’s team was led by corporate partners Andrew Brownstein and David Lam, with partner David Kahan advising on executive compensation and benefits, while finance partner Gregory Pessin and tax partner Jodi Schwartz completed the team.

A&L Goodbody partner Alan Casey represented the company on Irish law aspects from New York, supported by Dublin-based tax partner Paul Fahy and corporate partner Ronan Lyons. 

While Johnson Controls is a technology and industrial provider, Tyco supplies fire protection and security products to millions of customers around the globe. The merger gives the companies a $20bn platform and is expected to contribute towards up to $150m in tax savings.

Background to the deal 

There have been a number of deals in the past year in which US companies have entered into merger agreements with Irish corporations in so-called “inversion” deals. These include Pfizer and Allergan’s $160bn tie-up in which Skadden, Wachtell, A&L Goodbody and Arthur Cox all won mandates.

Simpson Thacher has led on many of Tyco’s US deals over the years, for example its separation into three independent, publicly traded companies as well as its merger of its flow control business with Pentair in 2012. However, it is Eversheds that has been appointed to cover all of Tyco’s legal needs for its entities across Europe, the Middle East and Africa for nearly 10 years.