Lear Corp Buyout

Lear Corporation (LEA)
American Real Estate Partners (ACP)
$5.3B Buyout

Summary

Affiliate of Carl Icahn acquires global electronics supplier

$36 per LEA share; $5.3B total
LEA stock chart

Announced 2.09.07

Offer increased to $37.25 per share 7.09.07

Meeting adjourned to July 12

Revised proxy statement

Shareholders vote down deal

News item 7.16.07

Advisors

Financial

LEA : J P Morgan
ACP : Bank of America

Legal

Special Committee : Winston & Strawn
ACP : DLA Piper US

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger

1.1 The Merger
1.2 Consummation of the Merger
1.3 Effects of the Merger
1.4 Certificate of Incorporation and Bylaws
1.5 Directors and Officers
1.6 Conversion of Shares
1.7 Conversion of Common Stock of Merger Sub
1.8 Withholding Taxes
1.9 Subsequent Actions

Article II Dissenting Shares; Payment for Shares;
Treatment of Equity-based Awards

2.1 Dissenting Shares
2.2 Payment for Shares
2.3 Closing of the Companys Transfer Books
2.4 Treatment of Equity-based or Equity-linked Awards
and Deferred Compensation
2.5 Further Actions

Article III Company Reps

3.1 Organization and Qualification
3.2 Capitalization
3.3 Authority for this Agreement; Board Action
3.4 Consents and Approvals; No Violation
3.5 Reports; Financial Statements
3.6 Absence of Certain Changes
3.7 Proxy Statement; Other Filings
3.8 Brokers; Certain Expenses
3.9 Employee Matters
3.10 Employees
3.11 Litigation
3.12 Tax Matters
3.13 Compliance with Law; No Default
3.14 Environmental Matters
3.15 Intellectual Property
3.16 Real Property
3.17 Material Contracts
3.18 Insurance
3.19 Opinion
3.20 Required Vote of Company Stockholders
3.21 State Takeover Statutes
3.22 Rights Agreements
3.23 Customers and Suppliers
3.24 Affiliate Transactions
3.25 Product Warranties; Product Liability Claims
3.26 Foreign Corrupt Practices Act

Article IV Parent and Merger Sub Reps

4.1 Organization
4.2 Authority for this Agreement
4.3 Proxy Statement; Other Filings
4.4 Consents and Approvals; No Violation
4.5 Debt Financing
4.6 Guarantee
4.7 Litigation
4.8 Ownership of Merger Sub; No Prior Activities
4.9 Vote Required
4.10 Brokers
4.11 Financial Statements
4.12 Limitation on Warranties

Article V Covenants

5.1 Conduct of Business of the Company
5.2 Solicitation
5.3 Access to Information
5.4 Stockholder Approval
5.5 Proxy Statement; Other Filings
5.6 Reasonable Best Efforts; Consents and Governmental
Approvals
5.7 Indemnification and Insurance
5.8 Employee Matters
5.9 Takeover Laws
5.10 Notification of Certain Matters
5.11 Financing
5.12 Subsequent Filings
5.13 Press Releases
5.14 Restructuring Cooperation
5.15 Resignation of Directors

Article VI Conditions to Consummation of the Merger

6.1 Each Party
6.2 Parent and Merger Sub
6.3 Company

Article VII Termination; Amendment; Waiver

7.1 Termination
7.2 Written Notice of Termination
7.3 Effect of Termination
7.4 Fees and Expenses
7.5 Amendment
7.6 Extension; Waiver; Remedies

Article VIII Miscellaneous

8.1 Representations and Warranties
8.2 Entire Agreement; Assignment
8.3 Jurisdiction; Venue; Arbitration
8.4 Validity
8.5 Notices
8.6 Governing Law
8.7 Descriptive Headings
8.8 Parties in Interest
8.9 Rules of Construction
8.10 Counterparts
8.11 Certain Definitions

Schedule 13e-3 filings

Schedule 13e-3 3.20.07

Exhibits

Amendment #1 5.01.07

Exhibits

Amendment #2 5.17.07

Amendment #3 5.23.07

Proxy Solicitation

Definitive proxy statement 5.23.07

Table of contents

Preliminary proxy statement 3.20.07

Table of contents

Revised preliminary proxy statement 5.01.07

Amendment #2 5.17.07

Deal Protection

No shop covenant

45-day no shop provision

Merger agreement 5.2
Proxy statement disclosure

Break-up fee

$85.2mm, plus up to $15mm out-of-pocket expenses
Agreement 7.4

Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement 5.6

Proxy statement disclosure

Fairness Opinion

JPMorgan fairness opinion

Proxy statement disclosure

// This display the document title in the html page document.write(document.title);