Named “Dealmaker of the Year” in 2015 and “Dealmaker of the Week” (November 2014) for his successful defense of Allergan in the hostile takeover attempt by Valeant and Bill Ackman’s Pershing Square and the US$73 billion sale to Actavis plc.The American Lawyer

Cary K. Hyden

Orange County
  • 650 Town Center Drive
  • 20th Floor
  • Costa Mesa, CA 92626-1925
  • USA
 
 

Cary Hyden is a partner and previously served as Chair of the Corporate Department in Orange County for almost 10 years. His practice focuses on mergers and acquisitions, capital markets, and general corporate and securities matters for companies, private equity sponsors and financial advisors. He has substantial experience representing companies in hostile takeover matters and in situations involving activist stockholders.

Mr. Hyden was cited by The Legal 500 US 2016 as a "Recommended Lawyer" in the area of M&A/Corporate & Commercial and named by Daily Journal to the list of "Top 100 Lawyers in California" in 2014 and 2015. He was also recognized by BTI Consulting Group, Inc. as an "All Star" for delivering superior client service based on interviews with general counsel and senior executive officers, and was one of only five lawyers in the nation to have received the "3 Year MVP" award.

Mr. Hyden has worked on more than 170 merger and acquisition transactions representing clients in a broad range of industry segments and has developed substantial experience representing:

  • Pharmaceutical, biotech and healthcare companies such as Allergan, Avanir, Beckman Coulter, Edwards Lifesciences, Hospira, Proove Biosciences, Questcor and Trizetto
  • Consumer, retail, apparel and action sports companies such as Volcom, Oakley, ASICS, Skullcandy, Tilly's, Billabong InterMix, Mossimo, Diesel S.p.A, Chrome Hearts, Fox Head, Rusty, St. John Knits, DC Shoes, Too Faced Cosmetics, prAna and Paul Frank
  • Technology companies such as Broadcom, STEC, Quality Systems, OSI Systems, Kelley Blue Book, Mophie and Brand Affinity Technologies
  • Real estate and mortgage banking companies such as William Lyon Homes, Quality Mortgage USA and Plaza Home Mortgage*

Recent mergers and acquisitions include:

  • Allergan in connection with its US$72.8 billion sale to Actavis plc (recognized by The American Lawyer in its "Big Deal" section in January 2015 as the largest M&A transaction of 2014). Mr. Hyden was also recognized by The American Lawyer for his representation of Allergan on this transaction as a "Global M&A Deal of the Year: U.S.," in July 2015,  “Dealmaker of the Year” in April 2015 and in the November 2014 “Dealmakers of the Week” section.
  • OSI in its US$187 million acquisition of American Science & Engineering, a developer and manufacturer of X-ray detection and imaging products for cargo and personnel inspection
  • Allergan in connection with the successful defense of US$54.6 billion unsolicited hostile takeover launched by Valeant along with activist hedge fund, Pershing Square Capital Management led by Bill Ackman (recognized by The American Lawyer in its “Big Deal” section in July 2014)
  • Questcor Pharmaceuticals in its US$6.2 billion sale to Mallinckrodt PLC (recognized by The American Lawyer in its "Big Deal” section in May 2014)
  • Beckman Coulter in connection with its US$6.8 billion sale to Danaher Corporation (recognized by The American Lawyer in its “Big Deal” section in 2011), its US$800 million "carve out" acquisition of the medical diagnostic business from a Japan-based manufacturer and its US$1.8 billion transaction with Biosite
  • Billabong’s sale of Sector 9 to Bravo Sports, a portfolio company of Transom Capital Group for US$12 million
  • Skullcandy in its US$177 million sale to Incipio
  • Volcom in its US$606 million sale to PPR S.A.
  • DC Shoes in its US$150 million private company sale to Quiksilver
  • Fox Head in its US$195 million sale to Altamont Capital Partners
  • Oakley in its US$110 million acquisition of Eye Safety Systems, its acquisition of Optical Shop of Aspen and its acquisition of Oliver Peoples

Mr. Hyden also has worked on more than 75 capital markets transactions and he regularly handles public and private offerings of both equity and debt securities, representing both issuers and underwriters, including Goldman Sachs, Morgan Stanley, Credit Suisse, Deutsche Bank and Bank of America Merrill Lynch.

Mr. Hyden has led recent IPOs for Volcom, Tilly's, William Lyon Homes and Skullcandy and has led debt or convertible offerings for Allergan, William Lyon Homes and Beckman Coulter.

*Represents experience from a previous law firm.

Mr. Hyden's representative transactions include advising:

  • Allergan in its US$72.8 billion merger with Actavis plc, its successful defense of US$54.6 billion unsolicited hostile takeover attempt by Valeant Pharmaceuticals (and associated proxy contest led by Pershing Square and Bill Ackman), its spin-off of Advanced Medical Optics, its US$1.5 billion Convertible Debt Offering, its US$650 million 3.75% debt offering (this 2010 deal achieved the lowest coupon ever for a 10-year single A Rated Corporate Bond) and its 2013 US$600 million bond offering, its US$235 million acquisition of Oculex, its acquisition of Vicept Therapeutics, its worldwide license and development agreements with Molecular Partners and Serenity Pharmaceuticals, its US$97 million acquisition of EndoArt SA, and its US$263 million acquisition of Bardeen Sciences Company from Farallon Pharma Investors
  • Questcor Pharmaceuticals in its US$6.2 billion sale to Mallinckrodt PLC as well as advising Questcor on class action and derivative securities litigation issues
  • Beckman Coulter in its US$6.8 billion sale to Danaher, its US$800 million "carve out" acquisition of the medical diagnostic business from a Japan-based manufacturer and its US$1.8 billion transaction with Biosite, its 2.5% Convertible Notes offering, its US$250 million 6% Senior Notes offering and its US$250 million 7% Senior Notes offering
  • William Lyon Homes in its US$250 million IPO and its 2014 US$300 million high yield offering
  • OSI in its US$187 million acquisition of American Science & Engineering, a developer and manufacturer of X-ray detection and imaging products for cargo and personnel inspection 
  • Kanye West and Yeezy in its partnership agreement with Adidas, an alliance that created history as the most significant partnership ever created between a non-athlete and an athletic brand
  • Billabong’s sale of Sector 9 to Bravo Sports, a portfolio company of Transom Capital Group for US$12 million
  • Skullcandy in its US$197 million sale to Mill Road Capital 
  • Volcom in its US$606 million sale to PPR S.A., its prior acquisition of Electric Visual Evolution, its US$110 million IPO and its subsequent US$190 million secondary offering
  • Quiksilver -- represented Audit Committee in the publicly announced 2015 Audit Committee investigation
  • Tilly's in its US$142 million IPO - Tilly's IPO was listed on Daily Journal's "Top 10 California IPOs of 2012"
  • Kelley Blue Book in its US$550 million sale to AutoTrader.com
  • Skullcandy in its US$188 million IPO
  • Intermix in its private company sale to The Gap
  • ASICS general corporate representation and US M&A counsel
  • Oakley in its US$110 million acquisition of Eye Safety Systems, its acquisition of Optical Shop of Aspen and its acquisition of Oliver Peoples
  • Too Faced Cosmetics in its private equity sale transaction with Weston Presidio
  • Fox Head in its US$195 million sale to Altamont Capital Partners
  • Global Retail Partners (GRP) in private equity investments in Skyline Financial and Wave Crest
  • Brand Affinity Technology in its acquisitions and Series A, B, C & D investments
  • prAna in its sale to Liz Claiborne and its subsequent management buy-out from Liz Claiborne and most recent sale to Columbia
  • Deutsche Bank, Goldman Sachs and UBS in connection with Trizetto's US$230 million Convertible Debt Offering
  • Morgan Stanley in its representation of the Special Committee of the Board of The William Lyon Company with respect to the US$900 million MBO
  • DC Shoes in its US$150 million private company sale to Quiksilver
 
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