Sullivan & Cromwell (S&C) and White & Case have been called in for Pershing Square Capital’s offer to buy Universal Music for around €55bn.
Top-tier Dutch law firm Stibbe is also advising Bill Ackman’s Pershing Square on the proposed deal, which would see Universal – the world’s biggest music label and home to acts such as Taylor Swift, Sabrina Carpenter and Kendrick Lamar – merge with a blank-cheque company set up by Pershing Square and shift its listing from Amsterdam to New York.
The White & Case team is led by former Pershing Square vice chair Stephen Fraidin and Richard Brand. Both partners are recent recruits to the firm’s New York office from Cadwalader Wickersham & Taft, Fraidin earlier this year and Brand in 2025 at the helm of a four-partner M&A and shareholder activism team.
In 2021 Fraidin co-led the Cadwalader team that advised Pershing Square when it bought 10% of Universal from Vivendi, the French media company controlled by the billionaire Bolloré family, for roughly $4bn ahead of the group’s listing in Amsterdam. S&C also advised Pershing Square on the deal, while Universal called in longtime advisor Freshfields and Vivendi was supported by French firm Cabinet Bompoint and Cleary Gottlieb Steen & Hamilton, according to a Reuters report.
Fraidin also advised on the formation of Sparc Holdings, the blank-cheque company Pershing Square intends to merge with Universal, in 2021. Meanwhile Brand has advised the company on numerous matters including the acquisition of stakes in Chipotle Mexican Grill and Mondelez International and its partnership with Valeant Pharmaceuticals to make a roughly $54bn unsolicited takeover bid for Allergan.
The Stibbe team advising Pershing Square is led by corporate partner Pieter Schütte.
Pershing Square’s non-binding offer for Universal represents a 78% premium to Universal’s previous close and follows years of back and forth between Pershing and Universal’s board, Reuters reported, with Ackman pushing for the entertainment giant to be listed in the US to attract a deeper pool of investors.
Universal’s shares have languished since its listing, which Ackman said on Tuesday was “due to a combination of issues that are unrelated to the performance of its music business and importantly, all of them can be addressed with this transaction”.
Among them was uncertainty around an 18% stake in Universal owned by Bolloré Group, the family conglomerate of Vincent Bolloré, and a recent decision to delay a secondary listing of the company’s shares on the New York Stock Exchange.
Pershing Square expects the deal to close by year-end, according to a Tuesday statement. Shareholders will receive a total of €9.4bn in cash – equivalent to €5.05 per share – and 0.77 shares in the new company stock for each share of Universal held.
Jefferies is serving as financial advisor to Pershing Square and Sparc Holdings on the matter.
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