United States > Mergers, acquisitions and buyouts > M&A: mega-deals ($5bn+)
Index of tables
M&A: mega-deals ($5bn+)
- Michael Aiello - Weil, Gotshal & Manges LLP
- Adel Aslani-Far - Latham & Watkins LLP
- Scott Barshay - Cravath, Swaine & Moore LLP
George Bason Jr -
Davis Polk & Wardwell LLP
David Caplan -
Davis Polk & Wardwell LLP
- George Casey - Shearman & Sterling LLP
Charles (Casey) Cogut -
Simpson Thacher & Bartlett LLP
- H Rodgin Cohen - Sullivan & Cromwell LLP
Howard Ellin -
Skadden, Arps, Slate, Meagher & Flom LLP
- David Fox - Kirkland & Ellis LLP
- Joseph Frumkin - Sullivan & Cromwell LLP
- Mark Gerstein - Latham & Watkins LLP
- Richard Hall - Cravath, Swaine & Moore LLP
- David Katz - Wachtell, Lipton, Rosen & Katz
Lou Kling -
Skadden, Arps, Slate, Meagher & Flom LLP
- Victor Lewkow - Cleary Gottlieb Steen & Hamilton LLP
- Martin Lipton - Wachtell, Lipton, Rosen & Katz
Lee Meyerson -
Simpson Thacher & Bartlett LLP
- Jeffrey Rosen - Debevoise & Plimpton LLP
- Robert Schumer - Paul, Weiss, Rifkind, Wharton & Garrison LLP
- Robert Schwenkel - Fried, Frank, Harris, Shriver & Jacobson LLP
- Daniel Wolf - Kirkland & Ellis LLP
Cravath, Swaine & Moore LLP is ‘absolutely top notch’. The firm is a leader in mergers, acquisitions, divestitures, spin-offs, proxy contests and joint ventures. The practice advises on a full range of transactions in both friendly and hostile matters in a wide variety of industries, is often asked by boards of directors and special committees to help them navigate complex transactions and conflicts of interest, and during the past two years, the firm represented companies in M&A deals with an aggregate value of approximately $892bn. Recent highlights include representing Grupo Modelo, as US counsel, in connection with Anheuser-Busch InBev’s pending acquisition of the remaining stake in Grupo Modelo that it does not already own, in a transaction valued at $20.1bn. The team also acted for the independent directors of the board of directors of JDA Software Group in connection with its pending merger with affiliates of RedPrairie; represented DreamWorks Animation in connection with the formation of a joint venture with China Media Capital, with plans to include Shanghai Media Group and Shanghai Alliance Investment, to establish Oriental DreamWorks, a China-focused family entertainment company. It also advised the special committee of the independent directors of CNH Global, as US counsel, in connection with a proposed merger between Fiat Industrial and CNH Global. The practice represented Crown Castle International Corporation in connection with its $2.4bn acquisition of the rights to approximately 7,100 T-Mobile USA towers; advised Barnes & Noble in connection with its strategic partnership with Microsoft Corporation in relation to NOOK Media, a recently formed Barnes & Noble subsidiary that is active in the emerging digital reading and digital education markets; and represented Pentair in connection with its $10bn combination with Tyco’s Flow Control business, creating an industrial growth company that is a global leader in water and fluid solutions, valves and controls, equipment protection and thermal management products. Other key deals included representing Johnson & Johnson in connection with its $19.7bn acquisition of Synthes, a premier global manufacturer of orthopedic devices; and acting for The Linde Group in connection with its $4.6bn acquisition of Lincare Holdings, a US-based homecare health company. Philip Gelston, Robert Townsend III, Faiza Saeed, and the ‘exceptional’ Mark Greene are recommended; and Scott Barshay and Richard Hall are leading individuals. George Schoen, Damien Zoubek and Minh Van Ngo are also rated.
Simpson Thacher & Bartlett LLP’s ‘lawyers are practical and timely, and have great expertise in the area of large M&A transactions’. The team represented Eaton Corporation in connection with its agreement to acquire Cooper Industries in a cash-and-stock transaction, valued at approximately $11.8bn; advised Best Buy’s board of directors in connection with a proposal by Richard Schulze, the founder and former Chairman of Best Buy, to acquire all of the outstanding shares of the company that he does not already own and take the company private; acted for the non-management directors of Aetna, a diversified health care benefits company that serves approximately 36.7m people, in connection with its $7.3bn-valued acquisition of Coventry Health Care, including the assumption of Coventry debt; and advised Kohlberg Kravis Roberts & Co and Alliance Boots, an international pharmacy-led health and beauty group that operates Europe’s largest pharmacy chain, in connection with the acquisition of a 45% equity stake in Alliance Boots by Walgreens, the nation’s largest drugstore chain. This cash-and-stock deal was valued at $6.7bn and is expected to create the world’s largest network of pharmacy-led health and beauty retail stores and buyer of prescription drugs. Furthermore, after advising Microsoft Corporation in connection with its 2011, $8.5bn acquisition of Skype Global from the investor group, led by Silver Lake, and Microsoft’s largest acquisition to date, the practice acted for Microsoft in connection with its $300m investment in a new entity, which will own the NOOK and college businesses of Barnes & Noble. Other deals included advising TD Bank Group, the sixth largest bank in North America, by virtue of branches that serve approximately 22m people globally, in connection with its announced acquisition of Target’s US credit card portfolio, the transaction expected to be valued at $5.9bn; representing McKesson Corporation, a healthcare services and information technology company that is dedicated to making the business of healthcare run better, in its announced acquisition of the outstanding shares of Florida-based PSS World Medical, which markets and distributes medical products and services to front-line caregivers throughout the US, the approximately-valued $2.1bn transaction including the assumption of PSS’ outstanding debt; and advising Genesee & Wyoming, which owns and operates short line and regional freight railroads, and provides railcar switching services in the US, Australia, Canada, the Netherlands and Belgium, in connection with its acquisition of RailAmerica that owns and operates short line and regional freight railroads in North America, with the transaction valued at approximately $1.4bn, excluding RailAmerica’s outstanding debt. The team assisted Tyco International in connection with several transactions, including its plan to separate the company into three independent, publicly traded companies, and its announced stock-for-stock merger of its flow control business with Pentair, a transaction that was valued at approximately $10bn; and represented Sealy Corporation, the owner of one of the largest bedding brands in the world, in connection with its announced $1.3bn approximately-valued acquisition by Tempur-Pedic International to create a global bedding provider, including the assumption of debt. Lee Meyerson leads both the M&A group and the financial institutions practice; Charles (Casey) Cogut is relied upon for his ‘long and deep experience, and his relationships in the deal community’; and Alan Klein, Elizabeth Cooper and Peter Martelli are widely praised. Houston-based Andrew Calder and Daniel Webb, in Palo Alto, were elected to the partnership; and Ellen Patterson left to become US general counsel of The Toronto-Dominion Bank, a major client of the firm.
Skadden, Arps, Slate, Meagher & Flom LLP is a global leader for M&A deals and other corporate transactions. The practice advised Amylin Pharmaceuticals in connection with its $7bn acquisition by Bristol-Myers Squibb Company; acted for Anheuser-Busch InBev in its $20.1bn acquisition of the remaining stake of Grupo Modelo that it does not already own, marking one of the largest deals of the year; and advised Dell in connection with its $2.4bn acquisition of Quest Software, the deal following a months-long bidding war with Quest’s founder/CEO and two private equity firms, after Dell was named a qualified bidder during the go-shop period in Quest’s going-private transaction, which was announced in March 2012. Other significant deals included assisting GenOn Energy in its $6bn stock-for-stock merger with NRG Energy, creating one of the largest competitive generators in the US, marking one of the largest energy deals of the year; and representing Human Genome Sciences in its initially unsolicited, but subsequently agreed, $3.6bn acquisition by GlaxoSmithKline. The team also advised NDS Group, a provider of video software and digital security technology, and its owners, News Corporation and Permira Funds, in the $5bn sale to Cisco Systems. In addition, it was counsel to Pfizer in connection with: the $11.9bn divestiture of Pfizer Nutrition, a pediatric nutrition company, to Nestlé; its $2.4bn sale of Capsugel, one of the world’s largest providers of hard capsules and other drug delivery systems, to Kohlberg Kravis Roberts & Co; and its acquisition of Ferrosan Consumer Health from Altor 2003 Fund, a private equity firm. In addition, the practice acted for Sprint Nextel Corporation in its $20.1bn sale of a 70% stake to Softbank Corporation, the deal marking the largest-ever overseas acquisition by a Japanese company; assisted Yahoo! in its agreement to sell up to half of its 40% stake in the Alibaba Group back to the Chinese e-commerce company for at least $7.1bn, representing the largest M&A transaction between a US and Chinese company in history; and advised The Walt Disney Company in its $4bn acquisition of Lucasfilm. Kenton King, Frank Bayouth, Marc Gerber, Michael Rogan, Howard Ellin and Lou Kling are recommended. Leif King and Brian McCarthy are also strong practitioners.
A perennial leader in global M&A, Sullivan & Cromwell LLP represents major international corporations in their largest and most visible transactions, and advises smaller corporations whose transactions involve modest dollar amounts, but are of strategic significance. In principal representations, the team advised Nippon Steel Corporation (Japan) in its $22.5bn merger with Sumitomo Metal Industries; Anheuser-Busch InBev (Belgium) in its pending $20.1bn acquisition of the remaining stake in Grupo Modelo (Mexico) that it does not already own and in its concurrent, pending $1.85bn sale of a 50% interest in Crown Imports to Constellation Brands; acted for BHP Billiton (Australia) in its $15.1bn acquisition of Petrohawk Energy Corporation, marking BHP’s biggest-ever deal; advised Fiat Industrial in its proposed $12.8bn combination with Case New Holland Global to form a global capital goods business; acted for Medco Health Solutions in its $29.1bn merger with Express Scripts, which created one of the largest pharmacy benefits managers in the US; and advised Pharmasset in its $11bn sale to Gilead Sciences. In representations of financial advisers, the firm advised Goldman Sachs in relation to El Paso Corporation’s $38bn acquisition by Kinder Morgan, Johnson & Johnson’s $21.3bn acquisition of Synthes, Constellation Energy Group’s $11.4bn acquisition by Exelon Corporation, and Nalco Holding Company’s $8.1bn merger with Ecolab. New York-based Joseph Frumkin is the managing partner of the M&A group; James Morphy is ‘one of the best M&A lawyers in the world’; and Francis Aquila and Los Angeles-based Alison Ressler are praised.
Wachtell, Lipton, Rosen & Katz has a global reputation as one of the world’s leading business law firms, its deep experience meaning it regularly handles many of the largest, most complex transactions in the US and around the world. The practice counsels both public and private acquirers and targets, advising on a wide range of corporate matters, including US, cross-border and international M&A, private equity and strategic investments, and spin-offs and split-ups. In addition, the firm is recognized as a leading firm for takeover defense, shareholder activism and corporate governance, and has long enjoyed an especially prominent role in representing major financial institutions in their most consequential matters. Highlights included advising Freeport-McMoRan Copper & Gold in its pending $6.9bn acquisition of Plains Exploration & Production and the pending $3.4bn acquisition of McMoRan Exploration; representing Ralcorp Holdings in its response to the $4.9bn, unsolicited takeover offer by ConAgra Foods, subsequent spin-off of its Post Foods cereal business and pending $6.8bn negotiated sale to ConAgra Foods; and acting for Deutsche Telekom and T-Mobile USA in the agreed combination of T-Mobile and MetroPCS Communications into a $30bn enterprise. The team also acted for: the transaction committee of the board of directors of Jefferies in its pending $2.6bn merger with Leucadia National Corporation; PVH in its pending $2.9bn purchase of Warnaco; Coventry Health Care in its pending $7.3bn sale to Aetna; BC Partners and the Canada Pension Plan Investment Board in their $6.6bn acquisition (with members of Suddenlink Communications’ management team) of Suddenlink Communications; Sunoco in its $5.3bn sale to Energy Transfer Partners; and Vulcan Materials in its response to the $4.7bn unsolicited offer for all its outstanding common shares, and associated proxy contest, by Martin Marietta Materials. Adam Emmerich, Steven Rosenblum, Andrew Nussbaum, David Shapiro, Daniel Neff, David Katz, Steven Cohen and Martin Lipton are all recommended.
In the past year, Cleary Gottlieb Steen & Hamilton LLP was involved in three high-profile M&A deals relating to IP, and has advised on IP-related transactions with values totaling more than $27bn. In addition to playing a major role in the technology and consumer services sectors, the practice actively advises many of the world’s largest pharmaceutical and biotechnology companies; and continues to advise financial institutions. The team was counsel to Google in its $12.5bn acquisition of Motorola Mobility, the purchase including Motorola’s 17,000 patents, marking Google’s largest acquisition; and represented Sony Corporation in its acquisition of Ericsson’s 50% stake in Sony Ericsson Mobile Communications, making the mobile handset business a wholly-owned subsidiary of Sony. The firm also acted for long-term client GlaxoSmithKline in its acquisition of Human Genome Sciences, following a months-long battle over a hostile bid and tender offer; advised Dollar Thrifty Automotive Group in connection with its entry into a definitive merger agreement with Hertz Global Holdings and its wholly owned subsidiary HDTMS, in a transaction valued at $2.3bn; and was counsel to Agilent Technologies, a global measurement company and a technology leader in chemical analyses, life sciences, electronics and communication, in its $2.2bn acquisition of Danish cancer diagnostics company, Dako, from EQT, the Sweden-based private equity group, marking Agilent’s largest acquisition. Mid-market deals for the group included advising 3M Company in its $860m offer to acquire, through a cash tender offer, all of the outstanding common stock of California-based Ceradyne, a developer and manufacturer of advanced technical ceramics, ceramic powders and components; and acting as counsel to The Coca-Cola Company in its $360m acquisition of Great Plains Coca-Cola Bottling Company, which is the fifth largest independent bottler of Coca-Cola products in the US. Paul Shim, Matthew Salerno, Ethan Klingsberg and Victor Lewkow are recommended advisers.
Davis Polk & Wardwell LLP is ‘superb at deals. The firm fields a great, full-service team across the board, including corporate, tax, employee benefits and litigation, so you get a holistic, legal approach to large transactions. The practice’s strength here is unequalled and worth every penny’. Key transactions included advising CNOOC, China’s largest producer of offshore crude oil and natural gas, on its $15.1bn proposed acquisition of Nexen, an independent, global energy company, listed on the Toronto and New York stock exchanges; acting for Aetna, one of the nation’s diversified healthcare benefits companies, on its $7.3bn acquisition of Coventry Health Care, including the assumption of Coventry debt; and advising Citigroup on the sale of a 14% stake in Morgan Stanley Smith Barney, to Morgan Stanley, at an implied 100% valuation of $13.5bn. Large transactions involved representing Daikin Industries, a diversified, Japanese manufacturing company and producer of heating, ventilating and air conditioning (HVAC) products, in connection with its $3.7bn acquisition of Goodman Global, a Houston, Texas-based manufacturer of HVAC products, from affiliates of Hellman & Friedman, marking Daikin’s first US outbound acquisition; advising Citigroup in connection with the $3.4bn sale of CitiFinancial Auto’s auto loan portfolio to Santander Consumer USA, a subsidiary of Banco Santander; acting for Getty Investments in connection with the $3.3bn sale of Getty Images, a creator and distributor of still imagery, video and multimedia products, to The Carlyle Group; and advising NBCUniversal in connection with its $3.025bn sale of its 15.8% stake in A&E Television Networks to A&E’s other owners, The Walt Disney Company and The Hearst Corporation. New York-based George Bason Jr is recommended; and David Caplan is a ‘great lawyer, who focuses only on the most important issues and does not get distracted by unimportant things’. John Bick, Michael Davis, Louis Goldberg, Phillip Mills and Marc Williams are key advisers; and Menlo Park-based Alan Denenberg and Daniel Kelly Jr are also rated.
Kirkland & Ellis LLP’s ‘expertise in large scale M&A is top-notch’. The practice’s strength lies in its ability to bring together ‘excellent lawyers’ in M&A, private equity, related finance, litigation, IP and restructuring, in both stable and challenging market conditions. Renowned specialists in tax, employee benefits, environmental, corporate governance and competition are also integral to the practice. The group is ‘extraordinary; it is always available with the right resource, has strong knowledge, and is open to discussing metrics, structuring arrangements and the moderation of costs. The pace and sense of team are outstanding’. The practice represented long-time client Constellation Energy Group in its $7.9bn merger with Exelon Corporation, the transaction creating an energy provider with a combined enterprise value of $52bn; and acted for Bristol-Myers Squibb Company in a $7bn transaction in which Bristol-Myers will acquire Amylin Pharmaceuticals, a company focused on biopharmaceuticals for the treatment of diabetes and other metabolic diseases, pursuant to a cash, tender offer and second-step merger, the deal involving a unique transaction structure whereby Bristol-Myers and AstraZeneca worked together on the bid and agreed to collaborate, post-closing, on the commercialization and development of Amylin’s suite of drug products. The practice also acted for Solutia, a manufacturer of performance materials and chemicals, in its agreement to be acquired by Eastman Chemical Company for an approximate total transaction value of $4.7bn; and advised NRG Energy in its acquisition of GenOn Energy, which, in a stock-for-stock transaction, will create the largest competitive generator in the US, with a combined enterprise value of $18bn. Mid-market deals included representing GeoEye in its agreement to merge with DigitalGlobe in a stock and cash transaction, valued at $900m. New York-based David Fox and Daniel Wolf are recommended, as is George Stamas in Washington DC. Scott Falk in Chicago is ‘engaged and immediately available, and he can deliver the rest of the firm’s best resources. He is a great thought partner, and very bright and direct about his views, but in a way that invites dialogue’. Chicago-based Roger Rhoten has ‘been outstanding on our transactions. He is very balanced, clear, fast, and on top of the matter’. The New York office welcomed Taurie Zeitzer, who joined from Latham & Watkins LLP, and Sarkis Jebejian, who arrived from Cravath, Swaine & Moore LLP.
Latham & Watkins LLP’s client base covers the full range of the market, including leading corporations and financial institutions, as well as active clients in specific industry segments, such as energy, entertainment, financial institutions, healthcare, industrials, manufacturing, pharmaceuticals, semiconductor and technology sectors; and the firm is able to leverage relationships with its public M&A capabilities. The practice represented Watson Pharmaceuticals in its agreement to buy Swiss drug maker Actavis Group, for at least €4.25bn, in a deal that will help Watson cement its status as one of the world’s biggest suppliers of generic drugs; advised Energy Transfer Partners (ETP) in relation to its definitive merger agreement with Sunoco, whereby ETP will acquire Sunoco in a unit and cash transaction that is valued at approximately $5.3bn, the acquisition expanding ETP’s geographic footprint and its presence in the transportation and logistics of crude oil, NGLs and refined products; and acted for Lucasfilm in its $4.05bn acquisition by Disney, the acquisition including the Star Wars franchise, as well as its operating businesses in live action film production, consumer products, animation, visual effects, and post-production audio. The practice also advised in relation to Realty Income Corporation’s acquisition of American Realty Capital, marking the second-largest acquisition of a US real estate investment trust announced in 2012, and possibly the largest, public, triple-net deal ever. Global M&A co-chairs Adel Aslani-Far, in New York, and Mark Gerstein, in Chicago, are recommended. In late 2011, Alan Avery joined the New York office from Arnold & Porter LLP, as a corporate partner, with a particular focus on the financial regulatory industry.
In May 2012, Weil, Gotshal & Manges LLP brought a preeminent team of M&A specialists to its Silicon Valley office from Dewey & LeBoeuf LLP, including partners Richard Climan (who was its former corporate/M&A head), Keith Flaum, Jane Ross and James Griffin, as well as several associates, who are highly regarded both in Silicon Valley and globally, and have handled some of the most significant transactions in the technology and life sciences sectors over the past decade. Eric Schwartzman also arrived in the Silicon Valley office, from Latham & Watkins LLP, where he was a partner and former co-chair of its corporate department in New York. The practice represented Kinder Morgan in multiple matters, including its $38bn acquisition of El Paso Corporation, which transaction required the close co-ordination of partners and associates across multiple practice areas and three offices, and underscored the firm’s relationship with Kinder Morgan, which began in 2006; and El Paso’s sale of its exploration and production business, EP Energy Corporation, for $7.15bn to affiliates of Apollo Global Management and Riverstone Holdings, who were joined by Access Industries and other parties. The practice was also counsel to Perella Weinberg Partners, as third-party appraiser, in the agreement under which Morgan Stanley will assume full control of retail brokerage joint venture, Morgan Stanley Smith Barney Holdings (MSSB), which provides brokerage and investment advisory services to individual investors and small-to-medium sized businesses and institutions, from joint venture partner Citigroup, in a transaction that values MSSB at $13.5bn. It also advised Evercore Partners, advisor to the board of directors of electric power producer, marketer and distributor, Exelon Corporation, in Exelon’s $7.9bn acquisition of Constellation Energy Group, to yield the nation’s largest competitive power generator; and assisted Canada’s Public Sector Pension Investment Board, as part of a consortium, including Apax Partners and Canada Pension Plan Investment Board, in the $6.3bn take-private of Kinetic Concepts, a US-based medical device company, which develops therapies and products for the wound care, tissue regeneration and therapeutic support system markets. In addition, the team represented Advent International in its execution of an agreement to acquire a majority stake in the parent company of Serta and Simmons bedding, AOT Bedding Super Holdings, from Ares Management and the Ontario Teachers’ Pension Plan, which will maintain significant, minority stakes in the company, one of the largest mattress makers in the US; assisted Lehman Brothers in the $6.5bn sale of its entire stake in Archstone, a privately held owner, operator and developer of multi-family apartment properties, to real estate investment trusts, Equity Residential and AvalonBay Communities; and advised GS Capital Partners in the $2.3bn sale by GS Capital Partners VI Fund, and certain of its affiliates, of insurance broker and financial services company, USI Insurance Services, one of the ten largest insurance brokers in the US, to Canada-based, publicly traded, private equity firm, Onex Corporation. Corporate department chairman, and co-head of New York private equity and M&A, Michael Aiello, was recently engaged on high-profile and M&A transactions across active industries; Aiello also led the firm’s uptick in hostile M&A transactions. Michael Lubowitz is co-head of New York private equity and M&A; and Boston office managing partner Joseph Basile has longstanding relationships with many of the Massachusetts-based companies. Howard Chatzinoff and Frederick Green are co-M&A chairs; Glenn West is co-private equity head and managing partner of the Dallas office; and Craig Adas is managing partner of the Silicon Valley office.
Debevoise & Plimpton LLP’s M&A lawyers consistently lead transactions for some of the world’s most prominent corporations, financial services institutions and private equity firms, and has strong experience in complex, leveraged acquisitions and cross-border transactions across a range of sectors. The practice advised Access Industries, as part of a consortium with Apollo Global Management and Riverstone Holdings, in its $7.15bn acquisition of the oil and gas exploration, and production, assets of El Paso, which were sold in connection with Kinder Morgan’s $38bn acquisition of El Paso. Other key deals included assisting The Carlyle Group, in a partnership agreement with Getty Images management, to acquire Getty Images, from private equity firm Hellman & Friedman, for $3.3bn; and representing Hertz Global Holdings in its proposed merger with Dollar Thrifty Automotive Group, under which Hertz would acquire Dollar Thrifty in a transaction that is valued at $2.3bn. Corporate chair Jeffrey Rosen, co-chair of the corporate department and M&A group, Paul Bird, and co-M&A group chair, William Regner, are recommended. Bird is an ‘excellent lawyer, who leads a well-honed M&A team that is highly effective and efficient’. Margaret Andrews Davenport, Jonathan Levitsky, Nicholas Potter, Kevin Rinker, Kevin Schmidt and John Vasily are also well regarded. Michael Diz was promoted to partner in the firm’s New York office.
Paul, Weiss, Rifkind, Wharton & Garrison LLP provides ‘awesome service and is very creative when structuring deals. The attorneys truly care about helping us achieve successful results’. The practice represents many of the world’s largest, publicly traded and privately held companies, as well as leading private equity firms, hedge funds, financial advisors, and other financial institutions and investors, on their most important mergers, acquisitions and takeover transactions. The practice regularly handles public and private M&A, corporate divestitures, going-private transactions, joint ventures, LBOs, private equity investments, recapitalizations, restructurings and workouts, spin-offs and carve-outs, and strategic investments. The team stands out for its expertise in contested transactions and proxy contests, in that it frequently advises both target companies and activist investors in unsolicited transactions; and has a long history of representing clients in cross-border transactions. Key deals included representing Apollo Global Management, along with Riverstone Holdings, and other investors, in a $7.15bn agreement to acquire all of the oil and natural gas exploration and production assets of El Paso Corporation, the transaction being the largest private equity transaction announced in 2012 and the second-biggest private equity takeover of an energy producer; and acting for Rockstar Bidco, a consortium of technology companies including Sony, RIM, Apple, Microsoft and Ericsson, in the $4.5bn purchase, at auction, of Nortel Networks’ portfolio of over 6,000 patents, the portfolio comprising patents and patent applications from the information and communication technologies industry. The practice also represented Nexen, an independent, Canadian-based global energy company, in its $15.1bn sale to CNOOC, China’s largest producer of offshore crude oil and natural gas, and one of the largest independent oil and gas exploration, and production, companies in the world; and advised Interline Brands, a distributor and direct marketer of broad-line maintenance, repair and operations products, in its $1.1bn sale to affiliates of GS Capital Partners and P2 Capital Partners. M&A co-heads Paul Ginsberg, Carl Reisner and Toby Myerson, and corporate chair Robert Schumer are recommended. Reisner is ‘truly impressive; he is responsive, personally involved in our deals, has excellent commercial judgment, and is an unparalleled negotiator and skilled technician’. John Scott, Ariel Deckelbaum, Matthew Abbott and Jeffrey Marell are also praised. Justin Hamill was elevated to partner in 2012.
Offering ‘outstanding levels of service’, Fried, Frank, Harris, Shriver & Jacobson LLP is ‘excellent, responsive and knowledgeable, has a good read of different markets, and seems to have good knowledge and connections in any part of the world where we want to do business’. The team remains engaged in advising clients through the full lifecycle of their most significant deals, from acquisitions and associated financing to exit strategies and dispositions, and providing strategic counsel. The practice advised GS Capital Partners, and certain other existing equity holders of Cequel Communications Holdings, in their agreement to sell Suddenlink to BC Partners, CPP Investment Board and Suddenlink’s management team, for $6.6bn. Key, large deals included assisting a private equity consortium in connection with its preliminary proposal to acquire Focus Media Holding, which going-private transaction would be China’s largest LBO in history; representing SPX Corporation in its agreement to sell its automotive service solutions business to Robert Bosch, the world’s biggest auto-parts supplier, for $1.15bn in cash; and acting for RedPrairie, a New Mountain Capital portfolio company, in connection with its $1.9bn take-private acquisition of JDA Software, the deal combining two providers of software that manage corporate supply chains, and creating one of the largest global software companies. Mid-market mandates included advising Controladora Comercial Mexicana, Mexico’s third-largest supermarket retailer, in its definitive agreement to sell its 50% share interest in Costco de Mexico to Costco Wholesale for $760.4m; acting for CVR Energy in the acquisition of Gary-Williams Energy Corporation and its Wynnewood, Oklahoma refinery and related assets for $525m, plus working capital of $100m; and assisting Thomson Reuters, the global source of intelligent information for businesses and professionals, in its definitive agreement to acquire FX Alliance, an independent global provider of electronic foreign exchange trading solutions, used worldwide by over 1,300 institutional clients, including asset managers, corporations, banks, broker-dealers and hedge funds. Robert Schwenkel is the chair of the corporate department and global head of the M&A and private equity groups; he has ‘excellent judgment’. David Shine and Philip Richter co-chair the M&A group; Steven Scheinfeld is vice-chairman of the corporate department and co-heads the corporate real estate transactions group; and Christopher Ewan and Steven Steinman co-chair the private equity transactions group. Andrew Colosimo is ‘willing to go anywhere, and will work round the clock to get our matters accomplished’; Washington DC-based Andrew Varney ‘does a terrific job of leading transactions’; and Peter Golden has a ‘great deal of experience in public company M&A’. Steve Epstein and Arthur Fleischer Jr are also key advisers. In August 2012, the firm welcomed Michael Yuffee as an M&A/private equity partner in the Washington DC office from Hogan Lovells LLP.
Shearman & Sterling LLP is ‘excellent. The capability of its lawyers and their availability are one of the things that you look for in a law firm’. The team represented Richard Schulze, the founder of Best Buy Co, in his potential proposal to the Best Buy Board of Directors to acquire the company; and advised Anglo American in its $5.39bn sale of a 24.5% interest in Anglo American Sur, comprising certain of Anglo American’s copper assets in Chile, to Mitsubishi Corporation, which transaction was conducted within a very tight time frame. Other significant deals included advising GrupoSura in its $3.6bn acquisition of ING’s Latin American pensions, life insurance and investment management operations, and its related co-investment transactions with General Atlantic Partners and the IFC, the transaction being the largest acquisition ever by a Colombian company. George Casey is co-head of the global M&A group; Stephen Besen, Robert Katz, Peter Lyons, John Marzulli Jr, Michael McGuinness, Clare O’Brien, Scott Petepiece and Samuel Waxman are key New York contacts. In San Francisco, Steve Camahort, Michael Dorf and Michael Kennedy are rated. Palo Alto-based Richard Hsu is also well regarded. In 2012, New York-based Creighton Condon was elected senior partner. Christa D’Alimonte left to join Viacom.