United States > Mergers, acquisitions and buyouts > M&A: middle-market ($500m-999m)
Index of tables
M&A: middle-market ($500m-999m)
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- Akin Gump Strauss Hauer & Feld LLP
- Bingham McCutchen LLP
- Bracewell & Giuliani LLP
- Chadbourne & Parke LLP
- Edwards Angell Palmer & Dodge LLP
- Fulbright & Jaworski LLP
- Greenberg Traurig LLP
- K&L Gates
- Schulte Roth & Zabel LLP
- Vinson & Elkins L.L.P.
- Willkie Farr & Gallagher LLP
- WilmerHale
- Winston & Strawn LLP
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Leading lawyers
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- Jonathan Awner Akerman Senterfitt
- Sanford Brown Bracewell & Giuliani LLP
- Michael Conlon Fulbright & Jaworski LLP
- Gary Epstein Greenberg Traurig LLP
- John Franchini Milbank, Tweed, Hadley & McCloy LLP
- Joseph Gromacki Jenner & Block LLP
- Sandra Hallmark Akin Gump Strauss Hauer & Feld LLP
- Paul Jaskot Reed Smith LLP
- Roger Meltzer DLA Piper
- Carl Sanchez Paul, Hastings, Janofsky & Walker LLP
- Robert Wall Winston & Strawn LLP
DLA Piper LLP has ‘excellent functional depth and global coverage. Service and response times are fantastic and the team brings real-world business acumen to each issue. It addresses the full range of corporate issues and can easily staff the most complicated issues. It is also very time-efficient and this leads to very reasonable fees. We would be comfortable recommending the practice’. Others say that ‘the firm is far and away the most experienced and talent-rich firm that we use for M&A transactions’. Recently, Andrew Gilbert and Michael Helmer opened the Florham Park New Jersey office, focusing on emerging growth technology companies and life sciences, and a group joined in New York from Nixon Peabody LLP, including Charles Baker, bringing a strong sports and media transactional practice. Highlights included advising Qualcomm Incorporated in the $1.925bn sale of certain spectrum licenses in the Lower 700 MHz frequency band to AT&T, the spectrum covering 300m people nationally, and representing AsiaInfo Holdings in its acquisition of Linkage Technologies International Holdings, a leading provider of software solutions and IT services for the telecommunications industry in China, in a cash and stock deal valued at $733m, creating the largest software company in China, AsiaInfo-Linkage. The practice also acted for electronics intelligence company Argon ST in its acquisition by the Boeing Company for $775m, and Applied Signal Technologies in its $500m acquisition by the Raytheon Company. Net 1 UEPS Technologies was assisted in its execution of a share purchase agreement to purchase substantially all of the share capital of KSNET, a leading payment processor in Korea. It also acted for Groupon in its reported $6bn buy-out offer from Google. Throughout 2010, the firm represented Groupon in the rejected Google offer, and in a number of its successfully completed acquisitions globally. Maryland-based Jason Harmon is ‘a key member of the team, who provides sound, timely advice’. Also in Maryland, Jay Smith Jr is ‘always available to deal with the difficult and complex issues’. In New York, global corporate and finance chair Roger Meltzer is a key contact.
Milbank, Tweed, Hadley & McCloy LLP’s M&A practice assists clients in structuring, negotiating, documenting and stands out for its closing of complicated, innovative M&A transactions. The firm represents all the key participants in M&A deals, including targets, bidders, minority shareholders, boards of directors and their special committees and financial advisors. Toyota Tsusho was assisted in the acquisition of a 45% stake in the 424 MW Oyster Creek natural gas-fired power plant in Freeport, Texas, the acquisition being undertaken as part of a long-term plan to expand the client’s asset portfolio in the US’ IPP sector, and the team represented Cushman & Wakefield in connection with the $625m sale by The Rockefeller Group of its majority interest to IFIL Investissements, the investment group of Italy’s Agnelli family. Other recent notable transactions included advising Iberdrola in connection with the $4.5bn acquisition of Energy East, a super-regional energy services and delivery company, acting for Enron in its sale of Prisma Energy International for $2.9bn to Ashmore Energy International and assisting the New York Board of Trade in the $1.8bn acquisition of NYBOT by InterContinental Exchange. The firm also represented Citigroup Corporate and Investment Banking and Citibank in the acquisition of the assets of the Affordable Housing Debt Business of Capmark Financial Group, the nation’s leading affordable housing banker and underwriter with approximately $1.2bn of assets. New York-based partner Charles Conroy is recommended. Conroy led the team which advised Nabors Industries in its $900m acquisition of Superior Well Services. Also in New York, Alexander Kaye is the practice group leader of the global corporate team. Kaye has significant cross-border M&A experience, and has recently completed transactions in several regulated industries, including aircraft, aircraft leasing, energy, satellite and insurance. Ken Baronsky is the managing partner and head of the Los Angeles corporate practice. Baronsky is especially focused on the gaming industry, and has extensive experience handling distressed situations, including out-of-court financial restructurings and the corporate aspects of bankruptcies. New York partner John Franchini has represented numerous private equity and hedge fund clients, including Apax Partners, CCMP Capital Advisors, Cerberus Capital Partners, Energy Investors Funds, Global Infrastructure Partners, Macquarie Securities (USA), One Equity Partners and Reservoir Capital Group.
Paul, Hastings, Janofsky & Walker LLP’s ‘client service is outstanding. It has the ability to handle the complexity of a deal and drive towards a closing. Unlike many firms, it does not fall into the trap of actually getting in the way of a transaction. I rely on it to perform great work and it does not disappoint’. The global M&A practice group consists of approximately 28 corporate partners and over 75 associates and other professionals located in 18 offices throughout the world. In 2010, the firm welcomed Thaddeus Malik and Jill Sheiman to the Chicago M&A group. Malik joined from Jenner & Block LLP, where he served as co-chair of the firm’s M&A practice and as a member of the management committee. Also from Jenner & Block LLP, of counsel Sheiman represents public and private companies in connection with M&A, divestitures, joint ventures, and other complex business transactions. Recent highlight deals included advising on all aspects of Marvel Entertainment’s acquisition by The Walt Disney Company. The transaction, valued at $4bn, was structured as a cash and stock, tax-free double merger. The team also advised Accelrys, a scientific informatics software and services company, in its acquisition of Symyx Technologies in a merger-of-equals valued at $350m. The firm also represented Jacobs Engineering Group in a range of key transactions, including the $220m acquisition of Tybrin Corporation and the $50m acquisition of Jordan, James & Goulding. Citigroup was assisted in the sale of Citigroup’s global real estate fund management platform, including conducting an auction, selecting a preferred bidder and negotiating and documenting the transaction. San Diego-based Carl Sanchez heads the M&A team. The Atlanta corporate practice is also praised for being ‘extraordinarily responsive and with a good breadth of experience’. Reinaldo Pascual and his team are ‘as professional as they come. Pascual is one of the most astute businessmen I have ever had the pleasure to work with. We would not be able to do what we do without them’. Frank Layson and Erik Belenky are also rated. ‘Belenky is a go-to guy for transactions requiring a skilled and careful hand’. Elizabeth Noe is ‘a world-class lawyer. She responds immediately to all requests, and she is a pleasure to work with’.
Akin Gump Strauss Hauer & Feld LLP’s strong presence in the private equity markets contributes to its experience in providing representation in hundreds of private M&A transactions in the US and globally. The firm’s M&A attorneys also work closely with their corporate finance and securities colleagues. In New York, Bruce Mendelsohn advised in connection with UK company Norimet’s and its Russian parent company MMC Norilsk Nickel’s $970m sale of its entire stake in Stillwater Mining Company. Dallas-based corporate partner Seth Molay acted in connection with long-standing client Bridas Corporation’s $7.059bn acquisition of joint venture partner BP’s stake in Pan American Energy, Argentina’s second-largest oil producer. In Washington DC, Sandra Hallmark assists numerous public companies in acquisitions, divestitures and joint ventures involving strategic assets and represents public companies in the timber and paper products industry in the sale of timberlands, including transactions involving installment sales. In New York, Kerry Bercham co-heads the corporate practice. Bercham advises companies, including boards of directors, and financial services clients, including distressed, private equity and hedge funds, in M&A matters. She served as counsel to the official committee of unsecured creditors of a telecommunications company and subsequent representation of the company in connection with a $207m merger with a strategic buyer, and advised a special committee of the board of directors of a minerals company in connection with its $1bn merger with a strategic buyer.
The ‘very responsive and pragmatic’ Bingham McCutchen LLP is ‘easy to do business with and substantively sound. Its broad experience and good brainstorming partners enable the practice to develop creative approaches to complex issues. The team also has a good sense of market trends and current developments. I would highly recommend it to others’. The firm has a team of more than 100 lawyers on the East Coast in Boston, New York and Washington DC offices on the East Coast, and, in California, in the Los Angeles, Orange County and San Francisco and Silicon Valley offices. Recent mandates included advising Simmons Pet Food in its $239m acquisition of sector firm Menu Foods, a subsidiary of Menu Foods Income Fund. Los Angeles-based co-practice group leader David Robbins is ‘a valued adviser who works with clients to ensure the full vetting of issues, combining technical expertise with practical perspective. Robbins understands client objectives, both from a transactional and operating model perspective’. Recently, he represented the University of Southern California in its $275m acquisition of USC University Hospital and USC Norris Cancer Hospital from Tenet Healthcare, and advised Celanese Corporation in its acquisition of 2 DuPont product lines from Dupont Performance Polymers. In Boston, Steven Browne co-heads the group. Also in Boston, Steve Frank joined Bingham McCutchen LLP from Goodwin Procter LLP. Other recommendations include Andrew Ray in Washington DC, John Utzschneider in Boston, Washington DC-based Carl Valenstein and Los Angeles managing partner Richard Welch. Other highlights included the representation of Freeman Spogli in its acquisition of BECO Holding Company, the largest distributor of fire protection and safety equipment in the US and advising Levine Leichtman Capital Partners in the sale of Hackney Ladish, a manufacturer of valves and equipment for the oil services industry.
In addition to transactional lawyers with capital markets and M&A experience, Bracewell & Giuliani LLP’s tax, environmental, finance, and energy regulation attorneys are an integral part to its M&A team. Highlights included advising MatlinPatterson Global Advisers in connection with its $725m bid to acquire substantially all of the assets of Nortel Networks Corporation relating to its CDMA/LTE business via the Chapter 11 process, assisting Denham Capital in the sale of its participation in the Marcellus shale in northeastern Pennsylvania through the transfer to Williams of approximately 42,000 net acres acquired in partnership with Alta Resources, and representing the special committee of the board of directors of Western Gas Holdings in two acquisitions of certain midstream assets from Anadarko Petroleum Corporation. In the sub-$500m part of the market, the team represented Key Energy Services in its proposed sale of its pressure pumping and wire line businesses to Patterson-UTI for approximately $256.7m. The practice has also expanded its capacity in large $1bn-plus transactions, while in mega-deal matters, Apache Corporation was assisted in its $7bn acquisition of BP’s oil and gas operations, acreage and infrastructure in the Permian Basin of West Texas and New Mexico and in Egypt’s Western Desert, as well as BP’s upstream natural gas business in western Alberta and British Columbia. Houston partner Gregory Bopp is a key contact. Dallas partner Sanford Brown is ‘good to have on your side’.
Chadbourne & Parke LLP offers its M&A clients in-depth understanding and expertise in every major industry, with particular experience in aerospace and defense, communications and technology, consumer products, energy, insurance and reinsurance, manufacturing and pharmaceuticals. The firm also has a long history of M&A representation in the energy sector, where its M&A attorneys works closely with the project finance group, and it has firmly placed its stamp in the renewable energy sector. In 2010, the US M&A practice was especially active in cross-border work, often Canada-related, with the New York office representing clients on numerous international deals. The year also saw buoyant activity in the insurance space, with recent highlights including advising New York City-based Harbinger Capital Partners in the acquisition of Old Mutual’s Maryland-based US life insurance business for approximately $350m, marking the first time that a hedge fund proposed to acquire a US-regulated life insurance company. Southern Cross Latin America Private Equity Fund III was assisted in connection with the shareholder arrangements relating to the acquisition, together with Evercore Mexico Capital Partners II and others, of a controlling interest in Javer, one of the largest housing construction companies in Mexico. The team also advised Transmission Developers in a US private equity investment by The Blackstone Group in an underwater transmission transaction from Quebec to New York City. The largest deal of the year for the practice was the representation of New York Stock Exchange-listed GLG Partners in a $1.6bn merger with London Stock Exchange-listed Man Group. This trans-Atlantic merger of two publicly traded companies was one of the largest in history for alternative asset and hedge fund managers and required the design of an innovative bifurcated deal structure whereby the controlling stockholders received Man shares and the public stockholders received stock. Interconexión Eléctrica was assisted in connection with its $1.2bn acquisition of a controlling interest in Cintra Chile, a company formerly controlled by the Ferrovial Agroman Group, that operates five major toll road concessions in Chile. New York-based corporate department head Allen Miller has extensive cross-border M&A experience. Miller has represented a major alternative asset manager in investment and transactional work, advised a major US energy company in M&A matters, and assisted a US IT company in transactional work. Also in New York, Marc Alpert heads the public company practice. Alpert’s experience includes representing Rockwell Automation in the spin-offs of Rockwell Collins, Conexant Systems and Meritor Automotive, as well as its acquisitions of Entek IRD International Corporation, Anorad Corporation and Reliance Electric Company. Morton Grosz advised a European corporation in connection with its sale of loans and equity investment in a US publicly held company with a face amount of approximately $1bn, and assisted a European software company in connection with its $300m-plus strategic and venture capital investments in the US. In 2010, Jonathan Melmed acted for a New York-based hedge fund in the acquisition of a US-based company in the insurance sector, advised EnerTech Capital in a venture capital transaction involving Tangent Energy Solutions, and assisted Magna E-Car Systems of America in a proposed venture capital investment in a US solid state battery manufacturer.
Edwards Angell Palmer & Dodge LLP also has a strong private equity and venture capital practice, and recently made a lateral partner hire in its London office with Shawn Atkinson. David Kovacs joined the practice in New York. Recent instructions include advising QBE Insurance Group Limited in its $565m acquisition of NAU Country Insurance, a Minnesota-based writer of crop insurance business. In the lower mid-market space, American Life Insurance Company was assisted in an all-cash acquisition of American-Amicable Holdings and its subsidiaries for $142m, and the firm acted for Atlantic Tele-Network in the $200m acquisition of wireless assets, including wireless spectrum licenses and network assets, from Verizon Wireless. The practice also receives large deal mandates, such as the representation of ABRY Partners in its approximately $1.2bn acquisition of RCN Corporation, one of the most complicated buyout deals of 2010, including an extensive reorganization process involving over 30 business segment transfers. Bruce Raphael, Richard Small, Marty Clarke and Walter Reed are all national practitioners worth of recognition.
Fulbright & Jaworski LLP’s M&A group is an integral part of the firm’s ten US offices and six international offices. Houston partner-in-charge Michael Conlon was the lead attorney for a NYSE company in connection with a taxable spin-off of a division immediately followed by a sale of the company through a cash merger. Conlon has also acted in connection with the acquisitions and dispositions of oil refineries, as well as the purchases of significant retail businesses. New York-based Paul Jacobs co-heads the corporation, business and banking department. Jacobs is primarily engaged in the practice of corporate law, including M&A and joint ventures. He also represents companies and investment groups engaged in leveraged buyouts, and venture capital activities, as well as representing a number of publicly traded companies. Also in New York, Steven Suzzan co-chairs the firm’s private equity practice group, and vice-chairs the M&A practice group.
Greenberg Traurig LLP advises public and privately held companies on M&A, corporate restructurings, private equity and venture capital, cross-border transactions and general corporate matters. The firm’s industry experience includes transactions in a wide range of fields, from the pharmaceutical, medical devices and life sciences fields, to representations involving clients in the aviation, banking, energy, health care, manufacturing, technology and telecommunications sectors. The M&A practice includes negotiated and contested M&A; sales and purchases of assets, subsidiaries and divisions; election contests and dissident shareholder proposals; tender and exchange offers; going-private transactions; MBOs; spin-offs; anti-takeover defenses and related transactional and M&A advisory engagements. The team’s experience includes serving as counsel to Liberty Acquisition Holdings Corporation in connection with its purchase of Promotora de Informaciones, the world’s leading Spanish and Portuguese-language media group, the $1.5bn reverse-acquisition being the third blank check transaction for Nicolas Berggruen and Martin Franklin, the founders of Liberty. The practice also represented Deutsche Bank Securities as financial advisor to Bucyrus in connection with Caterpillar’s and Bucyrus International’s announced agreement under which Caterpillar would acquire Bucyrus International in a transaction valued at approximately $8.6bn, including net debt. The team advised The Seminole Tribe of Florida and its subsidiary, Seminole Hard Rock Entertainment, in the $1bn acquisition of Hard Rock International and other related entities from The Rank Group, marking the first purchase of any major international corporation by a Native American tribe. In New York, shareholder David Schwartzbaum advised CV Therapeutics in its $1.4bn acquisition by Gilead and response to an unsolicited takeover proposal and tender offer by Astellas. Schwartzbaum also acted for FTD Group in its $800m acquisition by United Online. Phoenix-based shareholder Bruce Macdonough has wide-ranging public company M&A experience, including acquisition programs for consolidators and growth companies, going private transactions, special committee assignments, tender offers, mergers and other change-in-control transactions. Macdonough’s clients include Brockway Moran & Partners, C/max, Directed Electronics, Roadrunner Transportation Systems and Suntron Corporation. Miami-based global corporate chair Gary Epstein is ‘a great operator’. Epstein represented RailAmerica in acquisitions and financings that have made it the largest short-line railroad in the world, and acted for Florida East Coast Industries in its $3.5bn merger agreement with Fortress Investment Group.
K&L Gates’ M&A engagements encompass virtually all sizes and degrees of complexity, representing purchasers, sellers, financing sources, management, and advisors in a wide variety of transactions involving both public and private companies, including equity and asset acquisitions of both entire companies and subsidiaries or divisions, mergers, tender offers, leveraged buyouts, spin-offs, recapitalizations, roll-ups, consolidations, joint ventures and strategic investments. Highlights included advising a provider of post-secondary education in its recent sale for $3.4bn, and representing a Florida-based international power products manufacturer, with operations in Asia and throughout Europe, in its recent sale for $500m. The practice also assisted a Hong Kong-based premier global trading group managing the supply chain for high-volume, time-sensitive consumer goods, including garments, hard goods, fashion accessories, furnishings and other products in its $162m acquisition of a New York-based handbag and accessories business. The team also acted for a US-based engineering, construction and services company in its divestiture for $280m of a business in the UK which provides support services to oil and gas exploration and production customers. Seattle-based Richard Dodd acted in connection with the acquisition of Vicinity in a cash merger by longstanding client Microsoft for $105m. Also in Seattle, Matthew Topham acted for California Seven Studios in its sale to Activision Publishing.
New York-based law firm Schulte Roth & Zabel LLP also has offices in Washington DC and London. The ‘always dependable’ Marc Weingarten heads the department. When hedge fund manager FrontPoint Partners agreed to be spun-off from Morgan Stanley, the firm aided FrontPoint and its CEOs Daniel Waters and Michael Kelly in crafting the deal. The practice also represented the asset management division of Credit Suisse Group in its acquisition of a significant non-controlling, minority interest in York Capital Management for $425m in up-front consideration. As for larger deals, DynCorp International, a leading global government services provider in support of US national security and foreign policy objectives, was represented in connection with its $1.5bn sale, including the assumption of debt, to affiliated funds and managed accounts of Cerberus Capital Management, a private investment firm. Talecris Holdings, an affiliate of Cerberus Capital Management, was assisted in the proposed merger of Talecris Biotherapeutics Holdings with Grifols. The team acted for Cerberus Capital Management as buyer in the award-winning $895m acquisition of the Caritas Christi Health Care hospital chain. Clients praise Stuart Freedman for his ‘resourcefulness’.
Vinson & Elkins L.L.P. has successfully expanded its Texas energy roots to capture M&A business across a variety of industries including airlines, technology and consumer goods. Highlights included advising Energy Transfer Equity in its $900m acquisition of the general partner of Regency Energy Partners from GE Energy Financial Services, and representing Concentra in its $790m all-cash sale to Humana. Concentra was owned by private equity firm Welsh, Carson, Anderson & Stowe, who have had ties with Concentra for nearly 20 years. Texas-based Oil States International was assisted in its $650m pending acquisition of the publicly traded MAC Services Group, which is also an Australian-based diversified support services company owned by Marley Holdings. In the large deal space, the practice recently represented Continental Airlines in its $3.47bn all-stock merger with UAL Corp’s United Airlines. In addition, the firm represented Southwest Airlines in its $3.4bn acquisition of AirTran Holdings. The practice also represented Dell in its transaction to acquire Perot Systems for $3.9bn in a tender offer, and assisted with Devon Energy Corporation’s $7bn agreements to sell off all of its deep Gulf of Mexico, Brazilian and Azerbaijan assets to BP, as well as purchasing a 50% interest in an oil sands project in Alberta, Canada, and agreeing to enter into a joint venture to develop this oil sands project. Pioneer Natural Resources was assisted in its M&A transaction with an affiliate of Indian energy company, Reliance Industries. Under the agreements, Pioneer sold a 45% interest in several hundred thousand acres leased by Pioneer in the Eagle Ford Shale play for a total price of $1.15bn. The firm also represented CNOOC in its $2.2bn investment in a third of Chesapeake Energy’s oil and gas assets in a south Texas shale deposit, marking the largest Chinese purchase of US energy assets as of October 2010. The firm also maintains a continued commitment to private equity firms and has established long-term relationships with private equity clients within and beyond the US. In private equity deals, the team acted as legal counsel to Sturm Foods, a North American-based packed food company, HM Capital in the $660m sale to Treehouse Foods, and represented Wayzata Investment Partners in its $213m acquisition of power generation assets at the Gila River Power Station in Maricopa County, Arizona, from Entegra Power Group. Dallas-based Robert Little advised Kohlberg Kravis Roberts & Co and TPG Capital in connection with its $45bn acquisition of TXU Corp, and assisted Haggar, a publicly held apparel company, in its sale to a group of private equity firms. Dallas-based Alan Bogdanow is a key contact. Houston-based practice head Keith Fullenweider is widely praised by clients.
From its New York and Washington DC offices, Willkie Farr & Gallagher LLP’s corporate and financial services department offers corporations and financial institutions extensive experience in all types of commercial transactions. With international offices fielded from Paris, London, Milan, Rome, Frankfurt and Brussels, the practice is noted for handling complex, cross-border M&A transactions, and for advising on the complete spectrum of corporate governance matters. Representative highlights included advising Brookfield Asset Management in the $1.7bn acquisition of an additional interest in General Growth Properties, one of the country’s biggest shopping mall owners, from the Fairholme Fund. The team advised Bloomberg in its acquisition of Business Week. Firm co-chair Thomas Cerabino is recommended. Jack Nusbaum remains a key contact.
WilmerHale recently welcomed Andrew Nagel to the New York office as partner from Kirkland & Ellis LLP, as part of the firm’s strategy to strengthen the firm’s transactional practice in New York, utilizing the practice’s core regulatory strengths. Highlights included representing Unica Corporation in its $480m sale to International Business Machine, acting in the acquisition of its publicly traded client, Starent Networks, by Cisco Systems in a cash merger, and advising the special committee of board of directors of Harbinger Group in the purchase of Harbinger Capital’s interest in Spectrum Brands Holdings. The team also assisted PerkinElmer in the $500m sale of its Illumination and Detection Solutions business, while in the large deal space, it represented Netezza in its $1.7bn acquisition by IBM. In Boston, corporate chair Hal Leibowitz and M&A group chair Jay Bothwick are recommended, as is Washington DC-based vice corporate chair Stephanie Evans.
Winston & Strawn LLP recently welcomed partner James Levin to the Los Angeles office from O’Melveny & Myers LLP, where he was co-chair of the M&A/private equity practice, and New York partner William Grant arrived from Willkie Farr & Gallagher LLP. Co-led by Chicago partner Oscar David and New York partner Robert Ericson, the traditional M&A practice is centered primarily in the Midwest, but the attorneys are also regularly involved in larger M&A deals. Key deals included acting for TreeHouse Foods in connection with its acquisition of Sturm Foods from HM Capital Partners for $660m, and advising Sony Electronics on a number of potential acquisitions. In the large deal space, the practice advised longstanding client Motorola in its recently announced $1.2bn agreement to sell a majority of the assets of its wireless network infrastructure business to Nokia Siemens Networks. The team also represented the Audit Committee of Allscripts-Misys Healthcare Solutions in Allscripts’ announced $1.3bn merger with Eclipsys Corporation. In New York, Dominick DeChiara and Bradley Vaiana lead a prominent equity practice. Chicago-based leading individual Robert Wall is a widely respected practitioner. Wall has participated in over 120 publicly disclosed M&A transactions while at the firm. He represented a special committee of the board of directors of AO Smith Corporation regarding an affiliated acquisition, and advised the board of directors of NAVTEQ Corporation in the sale of the company to Nokia.
Particularly known for its Florida M&A practice, Akerman Senterfitt’s national corporate practice has particular expertise in middle-market transactions across a wide range of industries, including healthcare, automotive, sports and waste management. ‘While often mentioned as the largest law firm in Florida, in my book, it is one of the top law firms in the US in terms of quality of work’. Other clients say that ‘it is outstanding, provides very prompt response times and offers good value’. The firm serves clients across the US and in Latin America from offices in Florida, New York, and Washington DC. Recent growth involved Carlos Mendez-Penate in New York joining from Thompson & Knight LLP, bringing extensive experience in investing and financing assignments in Latin America and the Caribbean, including M&A and real estate acquisitions on behalf of Latin American-based financial institutions and US and European entities. His clients include multinational banks, private equity firms, insurance companies, investment banks and Latin American corporations. Mendez-Penate also has vast experience in the telecommunications, agribusiness, and energy sectors. Ian Pesses in Boca Raton arrived from Butzel Long, bringing more than 30 years of experience in M&A, with a special focus on representing closely-held businesses including start-ups, and growth and hi-tech ventures. Tysons Corner/Washington DC-based Ernest Stern joined from Seyfarth Shaw and represents public and private emerging technology companies. The firm advised inVentiv Health, a leading provider of end-to-end clinical development, launch, and commercialization services to the global pharmaceutical and healthcare industries, through its $1.2bn acquisition by private equity firm, Thomas H Lee Partners. It also acted for The GEO Group, an industry leader in providing private correctional, detention, and residential treatment services to federal, state, and local government agencies, in the acquisition of Cornell Companies, a leading operator of 68 correctional and treatment facilities. Enterprise Acquisition, a SPAC, was assisted in its merger, valued at approximately $250m, with ARMOUR Residential REIT. The practice also acted for Sunair Services Corporation in its sale to Massey Services for approximately $55m, the combined company being one of the largest companies in the pest management industry. Woodbridge Holdings Corporation, a publicly traded owner of interests in timeshare communities, was represented in its sale to publicly-traded holding company, BFC Financial Corporation, and Steiner Leisure was advised in its $100m acquisition of Bliss World Holdings, a spa and skincare company with global operations, from Starwood Hotels & Resorts Worldwide. Trivest Partners, a private equity firm, was assisted in its acquisition and recapitalization of Endeavor Telecom, a leading provider of turnkey installation services to telecommunications businesses throughout North America. Miami-based national corporate chair Jonathan Awner was lead counsel for Republic Services in its industry-transforming $12.9bn merger with Allied Waste Industries. Awner ‘has great judgment, business acumen and technical legal skills’. Co-M&A and private equity chair Teddy Klinghoffer is ‘great for M&A and for relationship management’. In Miami, Scott Wasserman also ‘does a good job for clients. He is results-oriented and a big-picture thinker’. Carl Roston is also recommended.
At Minnesota-based law firm Faegre & Benson LLP, its reputation in complex middle market deals is spreading beyond its geographic borders, with its private equity and strategic M&A deal load continuing to improve. The firm has ‘top notch expertise and service. All of the attorneys have excellent credentials; they are proactive, knowledgeable and good negotiators. They are also somewhat less expensive than comparable attorneys at other large firms’. 3M was represented in the complex cross-border $230m acquisition of Attenti Holdings, an Israeli-based manufacturer of people-tracking systems. The firm also advised 3M in its $810m acquisition of Arizant Holdings, a medical device company. This was the largest acquisition completed by the firm in 2010 and was one of 3M’s largest acquisitions in recent history. The firm also advised publicly traded software company PLATO Learning in its sale to Thoma Bravo Partners for $143m. Health Grades, a leading independent healthcare ratings organization, was assisted in its $294m sale to private equity firm Vestar Capital Partners. This deal marked one of the most significant public company M&A transactions completed in the Rocky Mountain region in 2010. One private equity highlight included acting for private equity sponsor Norwest Equity Partners in its investment in Gopher Resource, a technologically-advanced secondary lead processor that recycles lead-acid batteries and other lead bearing materials, with a majority of the refined lead being used in automotive and industrial batteries. Other active key clients include General Mills, UnitedHealth Group, Goldner Hawn, PLATO Learning and Target Corporation. Minneapolis-based Bruce Engler is the head of M&A. Also in Minneapolis, Jonathan Nygren was named partner in 2010.
Fielding offices from West Mountain, San Francisco, Seattle and Boise, Fenwick & West LLP has a premier national technology M&A practice. The practice has acted as counsel in connection with some of the largest life sciences industry mergers including Agilent Technologies’ $1.5bn acquisition of Varian, Ocular Sciences’ $1.2bn acquisition by The Cooper Companies, and Connetics’ $930m acquisition by Stiefel Laboratories. The team has also advised in many of the most important strategic mergers of software companies, including: Macromedia’s $3.4bn merger with Adobe Systems; VERITAS’ $3.4bn acquisition of Seagate Software; MySQL’s $1bn acquisition by Sun Microsystems; and Intuit’s $1.35B acquisition of Digital Insight. Douglas Cogen and David Healy lead the group. Cogen’s experience includes more than 65 deals for Cisco Systems. In life sciences deals, he advised in Neoforma’s $210m acquisition by Global Healthcare Exchange. Healy has had primary responsibility for business transactions ranging from $20m to over $3bn. His deals include: Exodus’ $2.1bn acquisition of Global Crossing’s Web hosting business; the sale of Opsware to HP in a $1.6bn cash tender offer; a $2.5bn off-shore joint development and manufacturing agreement for Dell; eBay’s sale of its Skype communications unit in a deal valuing Skype at $2.75bn to an investor group that included Silver Lake and Andreessen Horowitz; and the $875m acquisition by Rational of Pure Atria. Gordon Davidson is a partner in the corporate group and chairman of the firm. Davidson advises high technology companies, including networking, computer software and electronics companies, as well as clean technology and life sciences companies.
Fielding four partners in New York, Freshfields Bruckhaus Deringer LLP has built its US offering to support multinational clients on multi-jurisdictional mandates. The mainstay of the US corporate practice is large-scale New York law-governed M&A deals, usually for non-US clients. Clients find the team to be ‘readily available and to respond quickly when required’. Others appreciate the presence of both English and US-qualified lawyers, ‘whose combined experience means they are excellent at bridging the gap in legal culture between Europe and the US’. Recent work included advising the owners of the Invatec Group in the sale of Invatec to Medtronic for up to $500m; acting for Geely, one of China’s biggest privately owned auto makers, on its landmark acquisition of Volvo Car Corporation and related assets from Ford for $1.8bn; assisting Sportech in connection with its $83m of Scientific Games Racing, the racing and venue management divisions of Scientific Games Corporation; and representing the private equity owners of Cognis, a German producer of food and cosmetics ingredients, in the $3.8bn sale of Cognis to BASF. The practice also has a good track record of successful merger reviews and other antitrust investigations. Matthew Herman heads the US M&A practice. ‘Herman is extremely fast at understanding the parameters of a deal and the mindset and needs of the parties. He is able to implement very practical solutions that help the parties get out of blocking situations, and is also an outstanding negotiator, which is always a key element on M&A deals’. Matthew Jacobson, Julian Pritchard and Timothy Wilkins are also key contacts who regularly draw praise from clients. Pritchard is ‘particularly impressive when subjected to significant provocation from the other side. He remains calm and sticks to our position throughout’.
Jenner & Block LLP has ‘a world-class M&A and corporate practice with deep experience and outstanding client service. The firm’s value-added service builds on understanding the needs of its clients at a deep level and providing timely and insightful advice’. Clients recognize that although the corporate group is not as large as that of many of its peers among major Wall Street firms, ‘it does not aspire to be the biggest. Nonetheless, the corporate practice is second-to-none in terms of quality, experience and client service, and has substantially achieved its longstanding goal of being the equal of its renowned litigation practice’. The growth of the corporate practice in recent years has been led by the recruitment of several lateral partners, who bring significant experience from other law firms and from senior positions at major corporations and the Securities and Exchange Commission. Representative experience includes advising RCN Corporation in connection with its 2010 sale to ABRY Partners for $1.2bn, acting for Guggenheim Partners in connection with the formation of e5 Global Media LLC and the acquisition by e5 Global Media of eight brands from The Nielsen Company, including The Hollywood Reporter. The firm also assisted General Motors Company in the sale of substantially all of its assets to a newly formed entity sponsored by the US Treasury in connection with GM’s voluntary petitions for relief under Chapter 11 of the US Bankruptcy Code. This 2009 transaction was among the largest industrial bankruptcies in US history. Other highlights included representing KPS Capital Partners in its formation of North American Breweries, a national platform for investments and growth in the beer and malt beverage industries, and the first three transactions completed thereunder: the acquisition of Labatt USA from Interbrew International, a subsidiary of Anheuser-Busch InBev; the acquisition of substantially all of the assets of High Falls Brewing Company, one of the largest independent breweries in the United States; and the acquisition of a perpetual license for the Seagram’s Cooler Escapes and Seagram’s Smooth brands from Pernod Ricard USA. The ‘pragmatic and thoughtful’ corporate chair Joseph Gromacki is ‘a consummate professional. He has vast experience in complex M&A matters and is truly dedicated to the needs of the firm’s clients’. Gromacki is also ‘zealous about driving the best outcome possible and is a great leader of the expert teams that he assembles’. Thaddeus Malik and Jill Sheiman left for Paul, Hastings, Janofsky & Walker LLP’s Chicago M&A group.
Linklaters’ US corporate and M&A practice has continued to expand from its successes over the past years in gaining cross-border and domestic corporate mandates. Clients report interaction with ‘a diverse group of very talented and technically proficient lawyers whose rates are competitive with other New York firms. They also demonstrate a willingness to be flexible in their hourly rates’. The practice advised Citibank International on the sale of its consumer credit card business in Italy, Portugal, Norway, Finland, the UK and Sweden, and represented New York Life Insurance on the $425m sale of its Hong Kong and South Korean life insurance operations to Swiss insurer ACE. It also advised Sanofi-Aventis on its acquisition of Merck & Co’s half of joint venture Merial, an animal health company, and the subsequent exercise of its option to purchase Intervet/Schering-Plough, Merck’s animal health business, to create a new animal health joint venture. The practice also assisted National Grid Energy Services, a division of National Grid, in the $30m sale of its US service contract business to Home Service USA, a subsidiary of Homeserve, and acted for United Technologies on its $30m acquisition of Clipper Windpower. Alberto Luzárraga heads the team, which includes the experienced Dan Dufner.
Reed Smith LLP’s M&A practice forms part of a US corporate and securities team which includes more than 170 attorneys resident in New York City, Philadelphia, Pittsburgh, Chicago, San Francisco, Silicon Valley and Los Angeles, as well as in other key offices throughout the US. Recent highlights include representing National Penn Bancshares in a $150m private equity investment by Warburg Pincus in National Penn’s common stock and advising Waterbury Companies, a specialty chemicals maker, in the sale of its North American Operations to Zep, marking the fourth transaction the firm completed for the Waterbury company of families in a period of 18 months. The firm also structured, negotiated and closed on a $17.1m section 363 stalking horse bid made by client Victory Pharma, a portfolio company of private equity fund client, Essex Woodlands, in its acquisition of two marketed pharmaceutical products out of the liquidation bankruptcy of MiddleBrook Pharmaceuticals. The world’s second-largest shipbuilder, Korea’s Daewoo Shipbuilding & Marine Engineering, was assisted in its $49.5m acquisition of wind turbine manufacturer DeWind and its subsidiaries. Mine Safety Appliances was advised in its $280m acquisition of General Monitors, an innovator and developer of advanced flame and gas detection systems. In the large deal space, in a transaction that spanned seven offices, the firm also advised CyberSource Corporation, a provider of electronic payment, risk management, and payment security solutions to online merchants, in its sale to Visa in an all-cash deal valued at approximately $2bn. Philadelphia-based chair of US corporate & securities Paul Jaskot has worked closely with clients in industries such as banking and financial services, health care, life sciences, insurance, media, consumer products, IT, telecommunications, transportation, chemicals and energy. Jaskot advised Talecris Biotherapeutics, a global biotherapeutic and biotechnology company, in the acquisition of 58 plasma collection centers, as well as in several follow-on acquisitions and plasma supply agreements. He also represented Billing Services Group in the sale of its European wireless business to Syniverse Technologies for $290m in cash. Chicago-based vice chair of the US corporate and securities group Seth Hemming has acted as counsel to private equity funds and other investor groups in connection with over 100 mergers, acquisitions and divestitures in sectors such as food, defense contracting, business services, chemicals, building products, branded consumer products, restaurant chains and technology. Hemming represented Waterbury Companies, a specialty chemicals maker, in the sale of its North American Operations to Zep, and advised the stockholders of York Label, a leading producer of pressure-sensitive labels for the consumer, food and pharmaceuticals market, in its sale to Diamond Castle Holdings, a New York buyout fund.
Following its global merger between Sonnenschein Nath & Rosenthal and UK firm Denton Wilde Sapte LLP, SNR Denton’s sector focused M&A practice can boast offices in 18 countries and relationships with investment banks, accounting firms and lenders throughout the world. Washington DC-based Joseph Andrew chairs the business and regulation department, which includes the firm’s corporate, real estate, capital markets, bankruptcy, tax, public policy, energy, insurance regulatory, employee benefits and executive compensation, trusts and estates, and emerging company practice areas. In recent years, Andrew has acted on three Fortune 500 mergers in the health care and insurance areas. ‘Highly regarded’ Chicago partner Michael Froy advised Workhorse Custom Chassis in its acquisition of the P-Chassis Product Line of General Motors, acted for Molex in its acquisition of Cardell Corporation, a manufacturer of precision automotive stamped parts for electrical distribution systems, and assisted the board of directors of Kellwood Company in its defense against a hostile bid by Sun Capital, and its ultimate $560m sale to Sun Capital.