United States > Mergers, acquisitions and buyouts > M&A: large deals ($1bn-5bn)
Index of tables
M&A: large deals ($1bn-5bn)
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Leading lawyers
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- Richard Aldridge Morgan Lewis
- Scott Davis Mayer Brown
- David Fox Kirkland & Ellis LLP
- Richard Horan Hogan Lovells US LLP
- Jeffrey Horwitz Proskauer Rose LLP
- David Kirkland Baker Botts L.L.P.
- Jonathan Layne Gibson Dunn
- Frederick Lowinger Sidley Austin LLP
- Morton Pierce Dewey & LeBoeuf LLP
- Robert Profusek Jones Day
- John Reiss White & Case LLP
- Robert Townsend Morrison & Foerster LLP
Gibson Dunn recently grew its New York office by recruiting Peter Hanlon from Willkie Farr & Gallagher LLP, whose practice includes a focus on the energy industry. The firm also expanded its Dallas office when corporate partners Jeffrey Chapman and Robert Little joined from Vinson & Elkins L.L.P.. Robert Walters became co-partner in charge of the Dallas office. Recent experience includes acting for Baldor Electric Company, a manufacturer of industrial electric motors, in its $4.2bn sale to ABB, a developer of power and automation technology, and advising Kuwait Investment Authority in its $4.1bn sale of its stake in Citigroup. Paulson & Co was assisted in the $3.93bn acquisition out of bankruptcy by a group of investors including Centerbridge Partners and affiliates of The Blackstone Group of hotel chain, Extended Stay. In the middle market, Aurora Capital Group was advised in the formation of its fourth private equity fund with targeted capital commitments of $900m, and Littlejohn & Co was represented in the $890m sale of portfolio company, LJVH Holdings (Van Houtte), a provider of gourmet coffee products. The firm also picks up its share of mega deals. It acted as US corporate counsel to Kraft in the $19bn acquisition by Kraft of confectionary company Cadbury, and assisted Barclays in the $15bn acquisition of Archstone-Smith Trust. Del Monte Foods Company was advised in the $5.3bn sale of Del Monte Foods, a manufacturer of canned food products and pet food products. Co-chairs Jonathan Layne in Century City and New York-based Dennis Friedman are recommended.
Since Hogan & Hartson LLP teamed up globally with UK firm Lovells, the newly merged Hogan Lovells US LLP has extended its global footprint, while at home, its capabilities on the West Coast, specifically in the Bay Area, have extended with Laura Berezin joining as partner in the Silicon Valley office from Cooley LLP and Jon Layman arriving in the Silicon Valley office from Wilson Sonsini Goodrich & Rosati. Layman brings a wealth of experience advising both emerging private companies as well as mature public companies in a variety of industries, including clean energy and technology, electronics, contract manufacturing, homeland security, semiconductors, life sciences, natural products, and organic agriculture. Randy Segal joined the Northern Virginia office after 17 years as a general counsel for a variety of technology companies based in Northern Virginia, Washington DC and Maryland. Segal’s practice encompasses a wide range of transactional, corporate, and technology issues. In the US, the firm now has an experienced team of approximately 150 M&A lawyers, serving clients out of Baltimore, Los Angeles, Silicon Valley, Boulder, Miami, Washington DC, Colorado Springs, New York, Denver and Northern Virginia. Perceived by many as traditionally stronger in the DC area, clients nonetheless recognize that the New York offering has been bolstered in recent years and is becoming ‘a go-to M&A firm in New York for those people who have come across them. I would in most cases turn to the firm for value for money, execution capabilities and the people being fantastic lawyers and a pleasure to work with’. Recent highlights include representing The Black & Decker Corporation in its $4.5bn acquisition by The Stanley Works, and advising Lockheed Martin Corporation in its $815m sale of its Enterprise Integration Group business to Veritas Capital. In the energy sector, the team represented NextEra Energy in connection with its $352m acquisition of three operating wind projects from Babcock & Brown, while in financial services, RBC Capital Markets was assisted in the merger between M&T Bank Corporation and Wilmington Trust Corporation. The practice also advised ExonHit Therapeutics, a Paris-based therapeutic and diagnostic healthcare company, in its agreement to acquire RedPath Integrated Pathology, a privately held molecular diagnostics company focused on cancer diagnostics. In technology, the team acted for Ciena in its $521m acquisition of assets of the Metro Ethernet Networks Division of Nortel Networks and represented News Corporation and its affiliates on the vast majority of their US and cross-border M&A activities in recent years. Of note, Ford Motor was assisted in its $1.8bn sale of Volvo Car and related assets to Zhejiang Geely Holding Group. Washington DC-based co-CEO J Warren Gorrell, co-chair of the M&A steering committee Joseph Gilligan and ‘easy to work with’ New York-based Richard Horan are recommended. In New York, the ‘highly dependable’ Waajid Siddiqui is rated by clients, while the firm is praised for having ‘a great sense of the market and clearly knowing its way around transactions’. Other clients are especially impressed with the practice’s TMT industry acumen and strong client base in this area.
Jones Day’s M&A practice continues to grow. Craig Mordock joined the Irvine office from the Orange County office of Bingham McCutchen LLP, and Khoa Do and Micheal Reagan arrived in the firm’s Silicon Valley office from DLA Piper. Tim Curry also joined in Silicon Valley from O’Melveny & Myers LLP, and Ken Funahashi arrived in the San Diego Office from Baker & McKenzie. Key recent matters include advising the special committee of the board of directors of Spectrum Brands in connection with its $3.3bn combination with Russell Hobbs, acting for Pershing Square Capital Management in its $1.1bn investment in General Growth Properties, as part of the company’s Chapter 11 reorganization plan, and assisting Continental Airlines in its $8.5bn merger with United Airlines. The practice also represented Potash Corporation of Saskatchewan in connection with an unsolicited takeover proposal from BHP Billiton, the total value of BHP’s proposal being $43.1bn, including approximately $3.7bn of assumed debt. Worldwide M&A head Robert Profusek, Cleveland M&A head Lyle Ganske and firm-wide corporate governance head Lizanne Thomas are recommended.
Kirkland & Ellis LLP is ‘incredibly responsive, with an ability to build a team as quickly as any law firm I’ve seen. Its advice is almost always spot-on; it gets the business issues quickly and applies the law’. Highlights included representing Swiss industrial giant ABB in its pending $4.2bn cross-border acquisition of Arkansas-based Baldor Electric Company, the transaction being ABB’s largest US acquisition to date, and acting for 3G Capital, a New York-based private equity firm backed by wealthy Brazilian entrepreneurs, in taking Burger King private for $4bn. NRG Energy was assisted with its acquisition of assets of Dynegy from The Blackstone Group for $1.36bn. The team also represented diverse derivatives exchange operator, CME Group, in a transaction in which CME acquired a 90% stake in the Dow Jones indexes business, valued at $675m, the transaction also involving the contribution by CME of a $600m market data business to the joint venture, resulting in an overall valuation of more than $1.2bn. The deal marked the first time the Dow Jones Industrial Average, one of the country’s leading stock benchmarks, changed hands since its creation in 1896. In mega deals, the team advised Community Health Systems, the largest publicly traded for-profit hospital company, in its $3.3bn unsolicited offer for Tenet Healthcare Systems, which would create a company with 176 hospitals in 30 states. In mid-market transactions, Madison Dearborn Partners was represented in its $915m acquisition of BWAY Holding Company, marking the third-largest going-private transaction in the first half of 2010. It also advised pharmaceutical giant Bristol-Myers Squibb when it acquired Seattle-based ZymoGenetics, a pioneer in the Northwest life sciences cluster, for $885m. Washington DC-based senior partner George Stamas is ‘a valued colleague and trusted adviser. We confer with him on almost every major move we make. Stamas is not only a great lawyer, but someone with real business sense and creativity’. Active both in Washington DC and New York, corporate partner Mark Director is ‘an outstanding lawyer and very smart’. For one client, the practice is ‘the first team I have used where I am happy with the entire transaction group’. In Chicago, Scott Falk focuses on M&A for public company clients, key clients including The Boeing Company, Molson Coors Brewing Company and Baxter International. Gerald Nowak has a broad transactional practice, and Robert Hayward primarily acts as counsel to publicly traded corporations and leveraged buyout and private equity funds and their portfolio companies. David Fox and Daniel Wolf in New York are both highly rated, as is Eva Davis in Los Angeles. An ‘excellent tax team’ is also appreciated by M&A clients, as is interdisciplinary knowledge of bankruptcy law connected to distressed deals.
Sidley Austin LLP’s M&A lawyers provide in-depth experience in the structuring, negotiation and financing of a broad range of domestic and cross-border M&A transactions. Highlights included the representation of Aon Corporation in its $4.9bn acquisition of Hewitt Associates, advising Alberto Culver Company in its pending $3.7bn sale to Unilever, and assisting General Electric Company in its proposed acquisition of Dresser. The team also acted for GE Capital in its acquisition of Citigroup’s portfolio of consumer credit card receivables and certain Citicorp sales finance consumer credit program relationships and related accounts, and acted for Corn Products International in its acquisition of National Starch (an AkzoNobel unit). In the upper mid-market, the practice represented Discover Financial Services in its proposed $600m acquisition of Student Loan Corporation. A number of sub-$500m deals were also notched up, such as acting for Guggenheim Partners in the $400m acquisition of Security Benefit Corporation, a provider of life insurance and investment and retirement products and services, advising Morgan Stanley, as financial advisor to AerCap Holdings, in AerCap Holding’s £302m acquisition of Genesis Lease, assisting Genentech in its $290m acquisition of a biologics facility in Singapore, and representing FLIR Systems in its proposed $276m acquisition of ICx Technologies. Chicago-based Frederick Lowinger and New York Scott Freeman are key contacts.
Dechert LLP’s ‘level of service is great, it is well-prepared to handle business and legal points, and generally does an outstanding job’. The practice acted as co-counsel to the Haas Trusts in connection with the $15.7bn sale of Rohm and Haas Company to The Dow Chemical Company. The team also represented Stewart Rahr in the $1.3bn sale of Kinray, a leading pharmaceutical distributor serving the New York metropolitan area. For mid-market M&A deals, clients praise the ‘outstanding service and deep advisory team’. Other deals included representing Harleysville National Corporation, the holding company for Harleysville National Bank, with assets of $5.6bn and deposits of $4.1bn, in its $237m sale to First Niagara Financial Group, and acting for Monster Worldwide in its $225m acquisition of HotJobs from Yahoo!. Philapdelphia-based Craig Godshall handles public and private transactions across a wide range of industries, including healthcare, industrial and utilities. Notable transactions handled by Godshall for strategic and private equity clients included Citigroup Venture Capital Equity Partners’ $1.05bn sale of Euramax International to Goldman Sachs Capital Partners, and AmeriSource Health’s $3.7bn merger of equals transaction with Bergen Brunswig to form Amerisource Bergen. In Philadelphia, James Lebovitz is ‘the best’. Ian Hartman is also ‘a very strong adviser’.
Based in northern California, Dewey & LeBoeuf LLP is widely praised for its technology M&A practice, and has reaped the benefits of its hires of ‘phenomenal’ practice head Rick Climan and partner Keith Flaum from Cooley LLP. While continuing work for longstanding clients, such as eBay and Applied Materials, the firm’s client roster has added a dozen new clients, including pre-public technology companies such as social gaming leader Zynga, as well as industry leaders Dell, Synopys and SANYO Electric. The group has also leveraged the firm’s global platform into a host of international acquisition and joint venture transactions, handling both inbound and outbound cross-border deals in Europe and Asia. Highlights included representing Japan’s SANYO Electric in the company’s pending sale of its chip making unit SANYO Semiconductor to ON Semiconductor in a cash and stock transaction, acting for Onyx Pharmaceuticals, a publicly traded biotechnology company, in its $850m acquisition of Proteolix, and representing Zynga Game Network in its acquisition of XPD Media, a Beijing-based social gaming company. Clients say that this is an ‘excellent firm with superb insight that provides top-level service and value for complicated transactions. I personally find its lawyers more enjoyable to work with than most others’. Global M&A chair Morton Pierce is recommended.
At ‘top-notch’ Mayer Brown, ‘the level of service is extremely high. It is available, responsive and thoughtful in its work’. Key matters included representing Caterpillar in its $8.6bn acquisition of Bucyrus International, a global company which designs and manufactures high productivity mining equipment for the surface and underground mining industries, advising Dow Chemical in the $1.63bn sale of its Styron Division, a producer of plastics products, and assisting Ocwen Financial Corporation and its wholly-owned subsidiary, Ocwen Loan Servicing, in its $1.3bn acquisition of US mortgage servicing business HomEq Servicing. The practice also advised ACE American Insurance Company in its $1.1bn acquisition of the remaining 80% of Rain and Hail Insurance Service, the second largest crop insurance underwriter in the US. In the mid-market, the firm represented Progress Rail Services, a wholly-owned subsidiary of Caterpillar, in its $820m acquisition of Electro-Motive Diesel, a manufacturer of diesel-electric locomotives and diesel power engines, from private equity firms Berkshire Partners and Greenbriar Equity Group, and advised Ellora Energy, an oil and gas exploration and production company, in its merger into a subsidiary of a major integrated oil and gas company, for a cash consideration of approximately $695m. Recently, the team represented ProLogis in a stock-for-stock merger of equals with AMB Property Corporation, and advised the special committee of the board of directors of Pre-Paid Legal Services in the $650m sale of Pre-Paid Legal Services, a seller of legal expense plans which allow members to access legal services through a network of independent law firms. Chicago-based Marc Sperber is a key contact. Also in Chicago, Elizabeth Raymond has ‘industry knowledge and is a good team builder’. M&A head Scott Davis is recommended.
With key centers of expertise in Boston, California, Chicago, Washington DC, Houston, Miami and New York, McDermott Will & Emery LLP’s 120-lawyer US corporate/M&A team is a national coast-to-coast practice that generally focuses on middle and upper-middle market M&A. For some clients, the team is ‘more effective than other M&A groups at working to achieve clients’ goals. In all cases it has combined a high level of legal expertise with hard work, prompt service and commercial acumen’. Key sector strengths of the firm include energy, healthcare and life sciences, strengthened by top tax, employee benefits, antitrust, private client, and IP practices. The team frequently acts in the $1bn to $5bn range, such as the representation of Evonik Industries, a major German-based industrial company, in its $1.6bn strategic alliance with, and acquisition of Indiana-based Tippecanoe Laboratories, a pharmaceuticals industry production facility. Other highlights included representing Alfred E Mann Foundation for Scientific Research in its acquisition of Infusion Systems, a medical device company, and acting for the Caritas Christi Health Care System, in its pending $440m sale to Cerberus Capital Management. This involved the sale of a multi-facility, Catholic, non-profit system to a private equity firm, the first deal of its kind in the US. New York-based David Goldman is firm-wide corporate chair. Mark Mihanovic heads the West Coast corporate practice, splitting his time between the Silicon Valley and Los Angeles offices. San Diego-based Peter Townshend also practices in Silicon Valley, working almost exclusively for emerging and startup companies and venture capital investors. The Washington DC practice was recently involved in a number of distressed asset sales, strategic alliances in the alternative energy sector and internal restructuring work. In Miami, Harris Siskind’s team is a leading adviser to public and privately held businesses, and private equity funds, in Florida and elsewhere in the US. It acts for HIG Capital, a private investment firm, with over $8.5bn of capital under management. Led by Brooks Gruemmer, the Illinois corporate group represents a wide spectrum of financial investors, from buyout funds to venture investors and publicly and privately held businesses, and from Global 50 companies to venture backed start-ups. The team represented affiliates of Tribune Company, America’s largest employee-owned media company, in a high-profile transaction that transferred 95% ownership of the Chicago Cubs, Wrigley Field and an interest in Comcast Sportsnet, to the Ricketts family through a partnership transaction. Boston-based Mark Stein led the advice to SV Life Sciences and Bain Capital in connection with their control investment in The Corner Pharmacy. New York-based Timothy Alvino is ‘a particularly strong corporate lawyer with excellent technical and people skills. I can recommend him without reservation. He combines exceptionally hard work, brilliant corporate technical expertise with being one of the nicest people I have had the pleasure to work with’. Also in New York, Amy Leder is widely praised. ‘I’ve never asked her a question that she didn’t know the answer to, I learned M&A from Amy. She is tough but fair in negotiations’. Also notable is partner Thomas Sauermilch’s work on German-US cross-border corporate transactions. ‘I consider Sauermilch to be our best legal M&A advisor’. Strong Israeli and Korean corporate practices are also led from New York.
Fielding an 11-partner M&A team, Morgan Lewis handles million to multibillion-dollar transactions for a diverse, global clientele in virtually every significant regulated and unregulated industry, with recent workloads focusing in strategic deals within the pharmaceuticals, life sciences and energy sectors, as well as the return of public M&A deals. The ‘seasoned team is hardworking and efficient, with excellent knowledge of industry. Plus it knows how to get deals closed’. Other clients appreciate ‘business-minded lawyers who are practical and efficient. It does not overstaff, and has associates who are mature and who are good project managers, which facilitates high-quality and efficient service delivery’. Key transactions included representing Interactive Data Corporation in its sale to private equity firms Silver Lake and Warburg Pincus for $3.4bn and assisting BP in the $1.9bn cash sale of its oil and gas exploration, production, and transportation business in Colombia to a consortium of Ecopetrol, Colombia’s national oil company, and Talisman Energy of Canada, the deal marking the largest acquisition ever by Ecopetrol. The ‘particularly strong’ Philadelphia-based Richard Aldridge led the team representing Safeguard Scientifics in connection with the sale of its partner company Clarient, a company which provides molecular-diagnostics technologies such as markers, that provide precise information about a patient’s cancer. Aldridge ‘has great business sense and excellent legal judgment. He is able to cut through the details and get to the key issues’. New York-based Steven Navarro headed the advice to Aterian Investment Partners in relation to Artek Aterian Holding Company’s acquisition of Chemtura Corporation’s PVC additives business.
Morrison & Foerster LLP’s ‘overall service is excellent, with its lawyers demonstrating strong business acumen and industry knowledge. The team comprises practical deal makers, who are supported by an excellent antitrust group’. Clients also speak of ‘long and valued relationships with the firm and excellent response times, as well as being assigned a deep and experienced bench of attorneys to their accounts. It is very efficient and cost-conscious, while not compromising value or level of service’. Recent growth involved Hendrik Jordaan joining the Denver corporate group office as partner from Holme Roberts & Owen, where he was global managing partner of its corporate and M&A groups, and Spencer Klein being welcomed to the New York corporate group as partner from O’Melveny & Myers LLP. Klein ‘is a true adviser and has a wealth of experience. He understands the legal intricacies, is always accessible, and is very respected by boards and senior management teams’. William Choe arrived in the Palo Alto corporate group as a partner from the pre-merged Sonnenschein Nath & Rosenthal, now SNR Denton. Leveraging its firm-wide expertise in the technology sector, the firm played a leading role in helping Intel redesign itself through its high-profile, strategically crucial acquisitions of McAfee and Infineon’s Wireless Solutions business, the $7.7bn acquisition of McAfee being the largest in Intel’s 42-year history. The firm has also been growing the East Coast M&A practice and is noted for advising Japanese clients on their M&A transactions. Highlights included representing Astellas Pharma on the first-ever successful unsolicited tender offer by a Japanese company in the US and advising NTT Data Corporation in the first large deal between a Japanese firm and an India-based IT company. Beyond New York, the Washington DC corporate practice came into its own in 2010 against the backdrop of an active regulatory environment, and an ever-increasing focus on corporate governance practices, executive compensation, compliance programs and SEC disclosure considerations, while the Northern Virginia corporate practice continues to be well positioned in government defense and aerospace technology and services. The firm has also become a leading law firm in the region for completing transactions that involve cyber-security companies. New York corporate head Michael Braun, is ‘one of the best business lawyers we have worked with. He really knows our company, what is important to us and is a passionate advocate’. San Diego-based co-global corporate chair Scott Stanton is ‘an all-round rock-solid counsel who applies his legal skills and experience to the business issues at hand'.
O’Melveny & Myers LLP’s Ilan Nissan heads the M&A and private equity practice. Software, entertainment, gaming and chemicals-related M&A have all recently picked up for the firm. The team represented AMC Entertainment in its agreement to acquire substantially all of the assets of Kerasotes ShowPlace Theatres, and assisted a buyer backed by ARCH Venture Partners and Polaris Venture Partners in the purchase of the Iceland assets of deCODE genetics, a global leader in analyzing and understanding the human genome, the transaction being a rare example of a successful sale in bankruptcy for a life sciences company. The practice also advised Arcot Systems in its acquisition by CA Technologies, represented CCMP Capital Advisors in connection with its agreement to acquire infoGroup, a provider of data-driven and interactive resources for targeted sales, marketing and research solutions, and assisted Conexant Systems, a supplier of semiconductor solutions for imaging, audio, embedded modem, and video surveillance applications, in a definitive agreement with SMSC, a leading semiconductor company.
Proskauer Rose LLP ‘has experts in a number of areas and is very service-conscious and user- friendly. The firm gives us in-depth industry knowledge, at a business level, as well as the highest quality legal advice. I have a used a large number of large international firms and it has consistently been the most flexible’. Key deals included representing a special committee of independent directors of the board of The Student Loan Corporation in connection with three inter-related transactions, such as a definitive agreement for SLC’s acquisition by Discover Financial Services, which will become the owner of SLC’s private student loan business as well as $4bn of SLC’s private student loans, the transfer of $28bn of securitized federal student loans and related assets to SLM Corporation, and $8.7bn of federal and private student loans and other assets to Citibank. The team also played a key role in Xerox’s $6.4bn acquisition of Affiliated Computer Systems (ACS), representing Darwin Deason, the founder, chairman and largest stockholder of ACS. In the large deal arena, the team advised Grifols, a global health care company and leading producer of plasma protein therapies, in its proposed $4bn agreement to acquire Talecris Biotherapeutics, described as the largest leveraged buyout since the beginning of the fiscal crisis, while in the mid-market, Comtech Telecommunications was assisted in its $473.3m acquisition of CPI International, a provider of microwave and radio frequency solutions for the defense and medical device industries. M&A practice co-head Jeffrey Horwitz also co-leads the lodging and gaming group. Some clients ‘won’t make a move without Jeff. He is acutely in-tune to under-the-radar business and legal issues and not only highlights them, but also simultaneously proposes thought-out solutions’. Los Angeles corporate partner Monica Shilling ‘impresses’ clients who ‘admit to being difficult to impress. She is one of the three or four best transactional lawyers with whom I have ever worked. Shilling has the total skill set: she has extremely high levels of intellectual capacity, legal knowledge, common sense, people skills and M&A transactional experience’.
White & Case LLP is ‘stellar in all respects. The firm is practical, proficient, responsive and solution-oriented’. In 2010, the US national M&A team was particularly active in representing large energy and oil and gas companies and private equity firms on buy and sell-side M&A transactions, as well as strategic investments, divestments and joint ventures. It also continues to represent multinational corporations on cross-border deals, including their activity in BRIC countries; as well as sovereign wealth funds (SWFs), large-cap and mid-market private equity firms on domestic and international M&A, divestitures, as well as important restructurings. Highlights included representing NASDAQ and Oslo stock exchange-listed Acergy on its merger with Oslo stock exchange-listed Subsea 7 to create a global leader in seabed-to-surface engineering and construction. Calpine Corporation, the largest publicly traded, independent wholesale power company in the US measured by power produced in the US, was assisted in its $1.65bn purchase of 4,490 MW of power generation assets from Pepco Holdings. In major large-cap private equity transactions, the practice acted for Univar in connection with the acquisition of all of the equity interests of Basic Chemical Solutions. Significant West Coast representations included advising a consortium in connection with the successful bid of approximately $2.3bn for a portfolio of 11 state office properties in a sale-leaseback transaction, marking a landmark transaction for the state of California that involved a highly competitive bidding process involving more than 300 prospective buyers for the buildings. Americas head Oliver Brahmst and global head John Reiss are principal contacts, Brady Mickelsen, former vice president and associate general counsel for Oracle Corporation, joined as partner in the Silicon Valley office.
With offices in the US and abroad, Arnold & Porter LLP has advised clients on several large and complex transactions, with private equity a growth engine for the practice over recent years. The team also represents a broad range of corporate clients in the financial services community and is strong in regulatory areas, focusing on money center and super-regional banks. On the transactional side, the work tends to be focused on thrifts and regional banks, the practice also encompassing corporate and M&A work for hedge funds and other investment managers, specialty finance companies and small broker-dealers. Highlights included advising Brink’s Home Security Holdings as Virginia counsel in its $2bn sale to diversified manufacturing company Tyco International, acting for NISC, a privately-held information technology, information management and management technology company, in its sale to IBM, and representing Minera in acquiring and securing the exploration and mining permits for the Spremberg-Graustein-Schleife copper deposit in Germany. The firm also represented private equity fund The Halifax Group in its acquisition of a 61% interest in Animal Supply Company, a wholesale distributor of pet products and pet food to independent pet stores in the Western US, and was recently appointed as counsel to Morgan Stanley in connection with the merger of ProLogis and AMB to form a $46bn REIT. Washington DC-based Steven Kaplan is the partner responsible for the corporate and securities practice group. Also in DC, Sarah Kahn focuses on M&A and private equity transactions. Kahn has special experience in acquisitions for clients in international aerospace and defense and government contracting. In 2010, World Bank US executive director Whitney Debevoise returned to the firm as partner, while Andrew Varner joined the DC office from O’Melveny & Myers LLP. Robert Azarow, Edward Bright, and Stephanie Nygard arrived in New York from Sonnenschein Nath & Rosenthal – now SNR Denton – and Stephen Double joined from Allen & Overy LLP.
Although standing out for its ability to field cross-border M&A and support teams all around the world, Baker & McKenzie also has significant domestic M&A practices in energy, health care and technology, and was recently instructed on a number of mandates from Asia, the Middle East and Germany. Highlights included advising long-time client Abbott Laboratories in its $3.8bn acquisition of the domestic health care business of Piramal Healthcare, a branded generics company based out of India, the deal serving to strengthen Abbott’s growing presence in emerging markets. The team also acted for Motorola in connection with the global reorganization, separation and spinoff of its mobile devices and home businesses into a new global company, the matter requiring attorneys from 24 non-US offices. Bemis Company was assisted in its $1.2bn acquisition of the Food Americas operations of Alcan Packaging, a business unit of international mining group Rio Tinto, the transaction being Bemis’s largest acquisition to date. Washington DC-based Marc Paul chairs the North America corporate and securities practice. Chicago partners Dieter Schmitz and Craig Roeder are also key contacts. In Chicago, Charles Hallab was promoted to principal.
Baker Botts L.L.P.’s long-standing position as principal legal counsel to companies in the energy sector has led to it having a major role in the restructuring of various parts of that sector of American business. In 2010, the firm worked on more than 50 publicly disclosed deals, collectively totaling more than $70bn. The team was counsel to East Resources, a Pennsylvania-based independent oil and gas producer and one of the most active explorers in the Marcellus Shale, when it signed a definitive agreement, along with its private equity investor Kohlberg Kravis Roberts & Company, to sell the company’s business to a subsidiary of Royal Dutch Shell for a cash consideration of $4.7bn. The firm also advised MarinerMariner Energy in its merger agreement with Apache Corporation, pursuant to which Apache would acquire Mariner in a transaction valued at approximately $3.9bn. The practice worked on several transactions in 2010 in excess of $5bn, including the representation of the conflicts committee of Williams Partners in a $12bn restructuring of The Williams Companies to acquire Williams’ Gas Pipeline and Midstream Gas and Liquids business segments, and advising Schlumberger in the acquisition of Smith International in an all-stock transaction valued at $11.34bn, the merger widening Schlumberger’s lead as the world’s largest oilfield services company based on revenue and market capitalization. Houston-based David Kirkland and Doug Rayburn in Dallas are the firm-wide corporate deputy chairs. Recently, Sean Wheeler, a partner in the Houston office, left to join Latham & Watkins LLP and Dallas partner Soren Lindstrom departed to join K&L Gates. David Monk withdrew from the firm to join Dallas-based software company, RealPage, as senior vice president and deputy general counsel.
Clifford Chance’s small team distinguishes itself for its cross-border reach. Clients find the group to be ‘very responsive, with the broad knowledge that is required, including not only a practical, commercial sense of business practices, but also the knowledge of how to operate in three continents and a dozen separate countries’. The practice advised Sembcorp Utilities, a subsidiary of Singapore stock exchange-listed Sembcorp Industries, in connection with a tender offer to acquire shares in Cascal, acted for TAM Airlines in its proposed merger with Lan Chile to form LATAM Airlines Group, and assisted Bank of America Merrill Lynch as financial advisor to Boston Scientific in its proposed $1.4bn sale to medical device maker Stryker Corp. In the mega-deal space, the practice advised Kraft Foods International on its $19bn takeover of Cadbury, one of the first major cross-border takeovers by a US acquirer since the onset of the financial crisis, while in the mid-market, American Tower Corporation was advised on its $430m acquisition of up to 3,200 communications towers in South Africa from Cell C (Pty). Benjamin Sibbett has ‘strong negotiation skills’. Robert Masella recently joined as partner in New York. Masella was previously a managing director in the M&A group at Bank of America Merrill Lynch. Co-M&A chairs Brian Hoffmann and John Healy are key figures.
Cooley LLP represents all categories of participants in transactions, including buyers, sellers, major stockholders, lenders, financial advisors, management, special board committees, venture capitalists, individual investors, and private equity and hedge funds. The team advised Compellent, a provider of Fluid Data storage solutions that automate the movement and management of data at a granular level, in its $960m sale to Dell, and advised Rovi Corporation in the $720m acquisition of Sonic Solutions, a provider of digital video processing, playback and distribution technologies. The practice also acted for Genoptix, a specialized laboratory service provider focused on delivering personalized and comprehensive diagnostic services to community-based hematologists and oncologists, in its $470m sale to Novartis. San Diego-based Barbara Borden heads the M&A practice. Borden has experience representing a broad range of technology, life sciences and other growth companies including software, electronic commerce, semi-conductor, telecommunications, biotechnology, medical device, healthcare, consumer finance, defense contractors, sporting goods and service companies. In Palo Alto, Jennifer Fonner DiNucci led the team advising Dionex Corporation, a manufacturer and marketer of chromatography systems, in its $2.1bn sale to Thermo Fisher Scientific.
With US offices in New York, Washington and San Francisco, Covington & Burling LLP ‘gives excellent, experienced and practical advice, and is attuned to the business practicalities of its clients’. Other clients praise the ‘exceptional level of service across the board. It is extraordinarily sophisticated and has a very strong team. It also does it in a very cost-effective manner’. Representative work has included advising Thomson Reuters in its acquisition of Information Holdings and assisting Pfizer in its purchase of Bioren, a privately held company specializing in technology for optimizing antibodies. Hanesbrands was advised in its spin-off from Sara Lee Corporation, and AudioCodes assisted in its acquisitions of Nuera Communications and Netrake Corporation, both venture-backed private companies in the telecommunications equipment industry. The firm also acted for Coty in its approximately $800m acquisition of Unilever’s global prestige fragrance business and in the auction and sale of its Chinese subsidiary, Yue-Sai cosmetics. Johnson & Johnson was represented in its $230m acquisition of TransForm Pharmaceuticals, a privately held company that specializes in the discovery of certain forms of drug molecules. New York-based Scott Smith leads the firm’s M&A and private equity efforts. Smith is a principal adviser to companies, investment banks and private equity funds, and led the team advising Procter & Gamble in the $3.1bn sale of its pharmaceutical business to Warner Chilcott. Also in New York, Stephen Infante is ‘very sharp and detail-oriented. He rarely misremembers things and is good at making sure his client is thinking of all aspects of an issue’. Infante’s experience includes public and private acquisitions and divestitures, going private transactions, cross-border deals and joint ventures, as well as the representation of investment banks as financial advisors in M&A transactions. In Washington DC, Bruce Wilson is a key contact within the firm’s health care services M&A practice. Wilson has extensive experience in the structuring of television, new media, telecommunications and entertainment facilities transactions, as well as sponsorship transactions. Overall, clients find the firm to be ‘a great fit for anybody looking for very capable help on corporate and regulatory manners in international business. It also brings a lot of intellectual talent to any assignment we give it’.
King & Spalding LLP’s M&A practice consists of over 90 lawyers working from Atlanta, Charlotte, Dubai, Houston, London, New York, and Silicon Valley. Recently, William Spalding, a former executive vice president of CVS Caremark, rejoined the firm in Atlanta as a corporate partner. Spalding focuses on the healthcare services, branded pharmaceuticals and healthcare IT sectors. New York-based Crayton Bell, an M&A energy specialist, joined as partner from Milbank, Tweed, Hadley & McCloy LLP, and private equity partner John Herbert arrived in the New York office from McDermott Will & Emery LLP. Herbert advises private equity funds in connection with their portfolio investments in public and private companies. Recently, the practice represented Eclipsys Corporation in its merger with Allscripts-Misys Healthcare Solutions, and advised Cooper Industries in its joint venture transaction combining Cooper’s tools business with the tools business from Danaher Corporation. In the upper echelons of the middle market, Sprint Nextel Corporation was assisted in its $831m acquisition of NASDAQ-listed iPCS, a Sprint Nextel affiliate with the exclusive right to sell products and services under the Sprint Nextel brand in certain markets, including the assumption of debt, and acted for Falcon Gas Storage Company, a portfolio company of Arcapita Bank, in the $500m sale of its subsidiary NorTex Gas Storage Company to Alinda Natural Gas Storage I and Alinda Natural Gas Storage II. In the sub-$500m deal space, the firm represented BioScrip in its $347.7m acquisition of Critical Homecare Solutions Holdings, a provider of home infusion and home nursing products and services to patients suffering from chronic and acute medical conditions, and advised Lodgian, a large independent hotel owners and operator, in its $270m merger with an affiliate of Lone Star Funds. Clients find the practice ‘very responsive to their needs’.
Ropes & Gray LLP’s Boston-based Julie Jones is the head of the federal securities and public companies practice. Jones focuses on representing public companies, investment banks and private equity funds in M&A. Key deals for the team included acting for Covidien, a provider of medical devices, in a wide variety of corporate matters, including the $2.7bn acquisition of ev3, an endovascular device maker. In mega-deal matters, the practice assisted NSTAR in its $17.1bn sale to Northeast Utilities and represented Millipore Corp, an international biosciences company, in its $7bn acquisition by Merck, a global pharmaceutical and chemical company based in Germany. Mid-market highlights included representing Green Mountain Energy Company in its $350m sale to NRG Energy and advising TechTeam Global, a provider of IT outsourcing and business process outsourcing services to businesses, in its $111m sale to Stefanini IT Solutions. The practice also acts for Green Mountain Coffee Roasters in a wide variety of corporate matters, including its strategic acquisitions, which recently included the: $893.5m acquisition of Yan Houtte, the $290m acquisition of Diedrich Coffee, and the $165m acquisition of Timothy’s Coffees of the World. Paul Kinsella focuses primarily on transactions involving life science companies. David Chapin regularly represents Berkshire Partners, Thomas H Lee and Weston Presidio, as well as a number of other private equity funds.
Based in California, Wilson Sonsini Goodrich & Rosati has ‘top-flight M&A attorneys’. The firm advises on the full range of transactions involving domestic and foreign technology and growth business enterprises at all stages of development. Martin Korman leads the group. Korman advised Sun Microsystems in its merger with Oracle, acted for Genentech in its acquisition by Roche, and assisted Freescale Semiconductor in its going-private transaction. He also represented Hewlett-Packard in its merger with Compaq, acted for Sun Microsystems in its acquisition of StorageTek and was counsel to Pixar in its merger with Disney. Barry Taylor rejoined the firm in Palo Alto as a partner in the corporate and securities practice from Warburg Pincus, a global private equity firm, where he served as a managing director in the technology, media, and telecom group. Michael Rabson also rejoined the firm in Palo Alto as a partner. Formerly general counsel and senior vice president at Cytokinetics, Rabson serves as a strategic adviser to life sciences and clean technology clients, advising on technology transactions.