United States > Mergers, acquisitions and buyouts > M&A: middle-market ($500m-999m)
Index of tables
M&A: middle-market ($500m-999m)
- Akerman Senterfitt
Faegre Baker Daniels
Fenwick & West LLP
Freshfields Bruckhaus Deringer LLP
Jenner & Block LLP
Reed Smith LLP
- Timothy Alvino - McDermott Will & Emery LLP
- Sanford (Sandy) Brown - Bracewell & Giuliani LLP
Thomas Cerabino -
Willkie Farr & Gallagher LLP
Michael Conlon -
Fulbright & Jaworski LLP
- John Franchini - Milbank, Tweed, Hadley & McCloy LLP
Sandra Hallmark -
Akin Gump Strauss Hauer & Feld LLP
- Roger Meltzer - DLA Piper LLP
- Allen Miller - Chadbourne & Parke LLP
David Robbins -
Bingham McCutchen LLP
Carl Sanchez -
Paul Hastings LLP
- Robert Wall - Winston & Strawn LLP
DLA Piper LLP’s transactional practice reflects industry experience across various sectors including technology, life sciences, health care, food, real estate, franchising, insurance, manufacturing, distribution, and business and financial services. The practice represented Abengoa in connection with the $421m sale of its 40% stake in Telvent GIT to France-based Schneider Electric, the world’s largest maker of low – and medium- voltage equipment; and acted for Radiant Systems, which provides touch-screen kiosks and handheld point-of-sale systems to fast-food restaurants, as well as to sports and entertainment venues, in its $1.2bn cash sale to business technology company NCR Corporation, a Duluth-based manufacturer of ATMs and store-checkout systems. New York-based Jonathan Klein chairs the M&A practice group. Klein’s representative experience includes advising Pfizer in connection with the divestiture of material portions of Pfizer’s and Wyeth’s animal health business to Boerhinger Ingelheim; acting for Invitrogen Corporation – now known as Life Technologies – in connection with its $6.7bn merger with Applera Corporation; assisting CK Life Sciences in the acquisition of Vitaquest International; and advising NEC Corporation in the acquisition of NetCracker Technology Corporation. Roger Meltzer in New York is global corporate and finance chair; San Diego-based Jay Rains and Jay Smith in Maryland are global co-chairs of the corporate practice.
McDermott Will & Emery LLP is ‘committed to short turnaround times. The attorneys give very solid advice and service, have excellent judgment, and are outstanding value’. Other clients report that the firm has ‘very savvy and client-focused lawyers who understand our goals and our issues’. The firm’s key sector strengths include healthcare and life sciences, with the corporate practice strengthened by tax, employee benefits, antitrust, private client, and IP practices. The Chicago-based 55-lawyer corporate and M&A team handles a range of major deals; the New York group is noted for energy and manufacturing M&A; the 20-lawyer California team has expertise in venture-backed start-ups and emerging growth companies; the Boston group has a strong public and private M&A practice handling deals in the $25-$500m range; the Washington DC practice represents companies on a variety of M&A transactions; the Miami-based team acts as advisor to public and privately held businesses, and private equity funds; and the Texas attorneys are strongly focused on the energy sector. Recent matters include acting for Fila Korea and Mirae Asset Private Equity on the $1.225bn cash purchase of the Acushnet golf business from Fortune Brands; assisting Vis Christi in connection with its acquisition of Wichita Clinic, one of Kansas’ largest outpatient multi-specialty group practices, with 12 locations and 160 physicians practicing in more than 40 specialties; and advising Dexter Foundry, a subsidiary of the firm’s client Dexter Apache Holdings, in connection with the sale of its assets and certain liabilities to Revstone Industries. Other highlights included representing Merge Healthcare, a leading provider of healthcare imaging solutions, in its acquisition of Ophthalmic Imaging Systems, a provider of digital imaging and informatics solutions for ophthalmology and other medical specialties; acting for Health Care Service Corporation in connection with its investment in Bloom Health Corporation, a Minneapolis-based company that provides employers and health plans with defined contribution health benefits solutions; advising Rogers Corporation on the acquisition of Curamik Electronics, a Germany-headquartered manufacturer of power electronic substrate products; and assisting Dimension Data on the US aspects of its $3.2bn acquisition by NTT. The firm also continues to represent ProBuild in connection with M&A transactions. New York-based David Goldman is the firm-wide corporate chair, and New York-based Timothy Alvino is, for one client, ‘one of the best lawyers I know. He is available 24/7 and makes us feel like we are his only client. He is our trusted advisor and go-to guy’. Todd Finger in New York is ‘great to work with. He is very smart and responsive and manages his team very well’. Amy Leder in New York is also recommended. Mark Stein is the Boston corporate leader; Silicon Valley-based Mark Mihanovic heads the West Coast corporate practice; Thomas Conaghan leads the Washington DC corporate group; the Miami corporate group head is Harris Siskind; and the Chicago-based Illinois corporate group leader is Brooks Gruemmer. Miami-based Frederic Levenson is ‘an overwhelmingly committed deal lawyer’, and Amy Ferrer in Boston ‘takes the time to understand our business completely’.
Milbank, Tweed, Hadley & McCloy LLP ‘delivers excellent service. The firm has been a completely positive experience. The associates working on our matters are excellent, and the partner on our account makes himself available for calls and meetings as if we were the largest company in his stable of clients. We also receive good value for our fees, and appreciate the commercial common sense the firm brings to complicated problems’. The practice has developed particular expertise in power and energy, infrastructure, transportation, gaming and space and satellite. In addition, the group is very experienced in completing cross-border M&A transactions involving Latin America and China. Significant deals included representing Nabors Industries in a tender offer for all the outstanding shares of Superior Well Services’ common stock, for approximately $900m in cash; acting for Strategic Value Partners, a US-based global investment firm, to sell SVP’s 100% equity interest in Liberty Electric Generation Holdings to an affiliate of Equity Capital Partners, a global private equity firm focused on North American energy infrastructure; and assisting AerCap Holdings in the sale of its wholly-owned subsidiary, AeroTurbine, to International Lease Finance Corporation, the transaction valued at approximately $526m. Led by New York partners David Wolfson, Charles Conroy and Daniel Bartfeld, the practice represented ITOCHU Corporation, as part of the Investor Group, consisting of Kohlberg Kravis Roberts & Co (together with its affiliates KKR), Natural Gas Partners and Crestview Partners, in its $7.2bn acquisition of Samson Investment Company, one of the largest private exploration and production companies in the US, marking the largest M&A PE deal to close in the US in 2011. It also acted for Arrow Electronics in connection with its $238m acquisition of all of the assets and operations of the Radio Frequency, Wireless and Power Division of Richardson Electronics in 25 countries across the world. ‘Possessed with top-notch legal horsepower’, New York-based Alexander Kaye is practice head. Kaye is ‘extremely smart and has excellent judgment both in legal and business contexts. He is also reliable, very commercial, and knows our business better than any other outside lawyer. I would not do an important deal without him’. Other key contacts include John Franchini in New York, who is ‘extremely knowledgable about transactions’, Los Angeles managing partner Kenneth Baronsky and Neil Wertlieb, also in Los Angeles. In New York, David Zeltner and Jane Morgan joined as partners from Weil, Gotshal & Manges LLP, and Mark Mandel arrived from White & Case LLP.
Paul Hastings LLP houses ‘responsive and highly skilled attorneys, who provide focused and tailored representation to the client’s industry and to the needs of the client’. The firm’s California offices were involved in significant M&A transactions in 2011, involving industries of key importance to the state’s growth and development such as electronics, engineering services, real estate, healthcare, biotechnology, aerospace, and defense/government contracting. San Diego-based Deyan Spiridonov and Teri O’Brien advised Kratos Defense & Security Solutions, a provider of products and services for US national security, in the acquisition of Henry Bros Electronics, known for technology-based security systems. The corporate/M&A practice continued to build on the momentum of 2010, when ten new lawyers joined the practice. Recently, the Chicago group advised private equity firm Beecken Petty O’Keefe & Company on important deals for the firm and its portfolio companies, including the $250m all-cash take-private acquisition of publicly traded America Service Group and its $150m sale of Reichert Technologies to AMETEK. The Chicago team, led by Thaddeus Malik and Robert Clarke, led the representation of Midwest Gaming, and other entities affiliated with Neil Bluhm, in connection with the acquisition, financing, and development of a $450m-plus land-based casino in Des Plaines, a transaction which involved several regulatory and real estate issues. The New York office is home to partners Thomas Kruger, Barry Brooks, and Luke Iovine III, who regularly represent financial institutions in both domestic and cross-border M&A. Brooks is ‘informative and skilled in M&A’. Led by Kruger and Iovine, the team represented MXenergy Holdings in connection with the sale of the company to Constellation Energy. The M&A team based in Atlanta continues to act for high-profile clients such as General Electric and Georgia-Pacific on strategically important transactions. Erik Belenky completed the representation of LexisNexis, a division of Reed Elsevier, in its acquisition of Information for Public Affairs, (d/b/a State Net), a provider of tracking information and analytics regarding US federal and state legislation, agency regulations and other government affairs. Walter Jospin acted for Southwire, a manufacturer of copper wire, in its acquisitions of several private companies. Frank Layson recently led the representation of GE Energy in connection with three pending cross-border acquisitions and Elizabeth Noe led teams on several M&A deals, including representing the largest union car hauler, Jack Cooper Holdings, in its acquisition of the majority ownership of a logistics company. Noe also led the advice to a private supplier of equipment and products to the paper industry, AstenJohnson Holdings, in its acquisition of a related business. Other highlights for the practice included assisting electronic storage solutions provider Samsung Electronics in the $1.375bn sale of its hard disk drive operations to Seagate Technology, a digital consumer electronics company; representing the Special Committee Of The Board Of Directors of Trimeris, a publicly-traded biotechnology company, which (in collaboration with Roche) developed and commercialized a fusion inhibitor targeted at HIV/AIDS, with regards to the acquisition of the company in a reverse merger; advising Rural/ Metro, an ambulance and emergency services company, in connection with its going private transaction with Warburg Pincus, a global private equity firm; and representing Valitas Health Services in connection with its $250m all-cash take-private acquisition of publicly-traded America Service Group, the transaction bringing together two leading companies in the correctional healthcare field. Carl Sanchez, in San Diego, heads the M&A group. Eric Greenberg was added to the New York and Washington DC offices in 2011, joining from Covington & Burling LLP. In May 2012, Arturo Carrillo, Joy Gallup, Michael Fitzgerald and Taisa Markus joined from Dewey & LeBoeuf LLP.
Akin Gump Strauss Hauer & Feld LLP’s Thomas McCaffrey joined the Houston office as a partner in its energy and global transactions practice from Haynes and Boone, L.L.P.. Recent highlights for the firm include advising Tekelec in its agreement to be acquired for $780m by a Siris Capital Group-led consortium; acting for SunPower and NRG Energy in the acquisition of the California Valley Solar Ranch, a 250 megawatt solar project located in California; representing CONSOL Energy in a deal with Antero Resources Appalachian Corporation, whereby CONSOL assigned to Antero overriding royalty interests of approximately 7% of the Marcellus Shale, located in nine counties in southwestern Pennsylvania and north-central West Virginia, in exchange for $193m in cash; and assisting oilfield services company Great White Energy Services in its recent $742m sale to Archer, a global oilfield service company specializing in drilling services and well services. Kerry Berchem is co-head of the corporate practice.
Bingham McCutchen LLP is praised by peers for its ‘excellence’. The client base spans a spectrum of industries, ranging from defense manufacturers, biotechnology, chemical, and life sciences companies to financial services, consumer products and retail firms. Los Angeles-based David Robbins, the co-leader of the corporate/M&A practice group, and Cynthia Dunnett, a private equity partner, led the Bingham team in representing Honeywell International in the approximately $950m cash sale of its automotive Consumer Products Group to Rank Group, a New Zealand-based private company that invests across a variety of industries and aims to build and grow leading global businesses. Robbins again led the Los Angeles-based team in representing Honeywell on its pending $506m cash agreement to acquire EMS Technologies, a maker of systems for mobile networks and satellites. Also in Los Angeles, John Filippone led the representation of the management group of Prospect Medical Holdings in its approximately $330m acquisition by an entity sponsored by Leonard Green & Partners. He also led the advice to Newport Corporation, a worldwide manufacturer and distributor of precision components and systems, in its $240m acquisition of Israeli public company, Ophir Optronics. Boston-based deputy corporate chair John Utzschneider advised international forest products company Rayonier in its acquisition of approximately 250,000 acres of timberlands from Joshua Timberlands and Oklahoma Timber for $330m. Silicon Valley partner Alan Kalin led the team in representing NetLogic Microsystems, a provider of high-performance intelligent semiconductor solutions for next-generation networks, in its successful $3.7bn merger negotiations with Broadcom Corporation, a global innovation leader in semiconductor solutions for wired and wireless communications. Orange County-based James Loss is co-corporate practice head.
Bracewell & Giuliani LLP’s attorneys are nationally recognized for their work involving master limited partnerships, matters related to the energy industry – including recent expansion in the electric power industry – and financial institutions, but the practice has also represented major players in construction, distribution, maritime, private investment funds, distressed situations/bankruptcy, and hospitality. A further strength of the M&A practice is the ability to work with other practice groups in the firm such as regulatory law, tax, IP, labor and employment, real estate, executive compensation, and antitrust. Key matters included advising Kinder Morgan Energy Partners in the $920m purchase of Midstream Haynesville Shale Assets from Petrohawk Energy Corporation; acting for Alinda Capital Partners on its $800m acquisition of InterPark Holdings, an owner-operator of central business district parking facilities in the US; and assisting ArcLight Capital Partners in the sale of a natural gas storage facility for $750m. In the lower mid-market, the team represented Spectra Energy Partners in the $390m purchase of Big Sandy Pipeline. In mega deals, the team is also representing Kinder Morgan in its $38bn acquisition of El Paso Corporation, the transaction due to create the largest midstream and fourth largest energy company in North America. Houston-based Gregory Bopp and Alan Rafte, and Dallas-based financial institutions M&A attorney Sanford (Sandy) Brown are recommended. Peers rate the lawyers as ‘excellent, and easy to get along with’.
For one client, Chadbourne & Parke LLP is ‘excellent in every respect, offering outstanding service, creativity, attention to detail and strategic thinking’. Another client praises the team for being ‘very user friendly and incredibly responsive. Its attorneys are practical, thorough and commercially focused’. The firm’s M&A attorneys represent all the key players in M&A transactions, including strategic and financial buyers and sellers, targets, private equity investors and leveraged buyout groups, independent board committees, financial advisors and financial institutions providing debt and equity acquisition financing. In addition, the practice has particular experience in aerospace and defense, communications and technology, consumer products, insurance and reinsurance, manufacturing and pharmaceuticals, and is well known for its M&A representation in the renewable and conventional energy sector where its M&A attorneys work closely with the firm’s project finance group. Recently, the group has become increasingly active in insurance M&A, leveraging its well-established reinsurance dispute practice. The practice represented New York Stock Exchange-listed GLG Partners in a $1.2bn merger with London Stock Exchange-listed Man Group, the combined company having approximately $63bn of assets under management, this trans-Atlantic merger of the two publicly-traded companies marking one of the largest in history for alternative asset and hedge fund managers. In addition, the team advised Iberdrola, Spain’s largest electricity group, in the $1.25bn sale by its subsidiary Iberdrola USA of three natural gas utilities in Connecticut and Massachusetts to New York Stock Exchange publicly traded company, UIL Holdings Corporation. Other highlights included assisting Iberdrola Energía, EDP – Energias de Portugal and TECO Energy in the sale of all of the shares of Distribución Eléctrica CentroAmericana Dos (II) to Colombia’s largest public utility company, Empresas Públicas de Medellín, for $605m in cash, plus assumption of existing debt; and representing New York City-based hedge fund Harbinger Capital Partners in its $305m acquisition of Old Mutual US Life Holdings, a provider of fixed annuity and life insurance products, pursuant to an agreement with OM Group (UK). The practice also acted for Macquarie Capital (USA), which served as financial advisor to Townsquare Media, in connection with its $116m acquisition of Millennium Radio Holdings; represented Fortune 500 company CA Technologies, one of the largest independent software corporations in the world, in its acquisition of all of the outstanding capital stock of 4Base Technology, a virtualization and cloud infrastructure consulting firm; and advised CoaLogix, a provider of innovative services to coal-fired generating facilities in reducing their environmental footprint through technology, optimization and efficiency improvements, in connection with the $101m sale of the company to funds managed by Energy Capital Partners, a US-based private equity firm focused on the energy infrastructure industry. New York-based Edward Smith is rated by clients, and Robert Colby is also widely praised. The corporate department practice leader is New York-based Allen Miller. Marc Alpert, Jonathan Melmed and Kevin Smith are also key contacts. Melmed is ‘incredibly responsive and able to handle difficult negotiations and matters. He is an intelligent, experienced lawyer who is results oriented’.
Fulbright & Jaworski LLP’s M&A lawyers are known for handling regulated industry deals in the areas of energy, financial services, health care and transportation. Of counsel Houston partner-in-charge Michael Conlon is also co-head of the corporations, banking and business practice. 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; and has advised multiple NYSE companies in connection with acquisitions and dispositions of oil refineries. New York-based partner Steven Suzzan is co-chair of the private equity practice group and vice-chair of the M&A practice group.
Clients report that ‘it is a pleasure to work with fine firm’ King & Spalding LLP. The ‘level of service is excellent, the team is highly responsive, and it has deep industry knowledge and highly effective business acumen. The attorneys’ advice is very insightful, and they provide excellent value’. Highlights included representing Rock-Tenn Company on its acquisition of Smurfit-Stone Container Corporation for an aggregate value exceeding $4bn; advising CVS Caremark Corporation on its approximately $1.4bn acquisition of the prescription drug plan business of Universal American Corporation; and acting for LS Power on its agreement to acquire the ownership interests in a portfolio of four natural gas-fired generating assets from a subsidiary of NextEra Energy for approximately $1.05bn. In the mega deal space, the team advised the senior management of the US operations of Australia’s Centro Properties Group in connection with its $9bn acquisition by Blackstone Real Estate Partners, Centro’s US holdings consisting of 585 neighborhood shopping centers in 39 states. Key mid-market deals included representing EarthLink on both the $524m acquisition of all of the issued outstanding common stock of ITC^DeltaCom and its acquisition of One Communications, pursuant to which One Comm’s stockholders had the right to elect to receive cash or EarthLink common stock, aggregately valued at $370m. Atlanta-based Raymond Baltz Jr is corporate practice group leader, and William Bates II in New York co-heads the M&A practice with Atlanta-based Michael Egan. Egan ‘has a depth and breadth of experience equaled by few. His customer focus and responsiveness is unparalleled, while his judgment and savvy have also proven to be key to deal success’. Rahul Patel in Atlanta is ‘a terrific talent, and demonstrates depth and effectiveness well beyond his years. He is also very responsive and personable’. In 2011, William Calvin Smith III, a leading corporate lawyer in the southeastern US, joined the firm’s Atlanta office as partner from Troutman Sanders.
Willkie Farr & Gallagher LLP advised healthcare real estate investment trust Ventas in the $770m acquisition of Charlotte-based company, Cogdell Spencer, which focuses on planning, owning, developing, constructing and managing medical facilities. The team also acted for corporate tax management and compliance solutions firm MLM Information Service, and private equity firm Warburg Pincus, in the acquisition of MLM, from Warburg Pincus, by Corporation Service Company’s parent company; and assisted C&D Technologies, a manufacturer of electrical power storage systems, in its definitive agreement to be acquired by an affiliate of investment firm Angelo, Gordon & Co. New York-based Thomas Cerabino is co-chairman of the firm. He acted for Resorts International Holdings in its $675m sale of Resorts East Chicago to Ameristar Casinos, and advised Farmers Group in its $712m acquisition of auto insurer Bristol West Holdings.
Arnold & Porter LLP’s representative experience includes acting in connection with Finmeccanica’s acquisition of DRS Technologies, CSX’s sale of its global port assets to Dubai Ports International, US Airways’ merger with America West, Boston Scientific’s acquisition of Guidant, and BAE’s acquisitions of Armor Holdings and United Defense Industries. Other highlights included representing Japan-based Asahi Kasei Pharma Corporation in its acquisition of US-based Artisan Pharma, a drug maker focused on treating blood clotting disorders. Washington DC-based Steven Kaplan is the partner responsible for the firm’s corporate and securities practice group. Kaplan led the representation of a Canadian healthcare company in its initial acquisition in the US and additional follow-on acquisitions in the Northeast region. Among other transactions, he represented CSX Corporation in selling its international port assets to Dubai Ports World, including significant facilities in Hong Kong, China, South Korea, Australia, Germany, the Dominican Republic, and Venezuela, most of which were held in joint ventures or as minority investments with related management agreements. Also in Washington DC, Sarah Kahn focuses on M&A and private equity transactions. Kahn represented Kongsberg Gruppen, an international, Oslo Stock Exchange-listed company, which supplies high-technology systems and solutions to customers in the oil and gas, merchant marine, and defense and aerospace industries, and its subsidiary Kongsberg Integrated Tactical Systems, in connection with the acquisition of certain assets of Tactronics Holdings and Tactronics Group International, a provider of tactical integrated electronic systems for land and marine applications.
Joining the complementary practices of its founding firms Sonnenschein Nath & Rosenthal LLP and Denton Wilde Sapte LLP, Dentons is focused on the energy, transport and infrastructure, financial institutions and funds, government, health and life sciences, insurance, manufacturing, real estate, retail and hotels, and technology, media and telecommunications industries. The firm’s clients, which include Fortune 500 and middle-market companies, fund sponsors and other investors, benefit from an integrated platform of services, including tax, employee benefits and executive compensation, IP and regulatory specialists. Clients praise the ‘sound, practical advice. The firm’s attorneys are very responsive and can act with velocity when necessary’. The practice represented Ontario-based Zarlink Semiconductor, a provider of mixed-signal chip technologies for a broad range of communications and medical applications, on the US legal issues arising out of the takeover bid initiated by Microsemi Corporation to acquire all of the outstanding common shares and all of the outstanding 6% unsecured, subordinated convertible debentures of Zarlink in a transaction valued at approximately $400m. The team also advised Gavea Investmentos, a Brazil-based asset management company with $6bn under management, and its founders, in the complex acquisition by JPMorgan Asset Management of a controlling interest in Gavea. Q-Comm Corporation was assisted in connection with the approximately $750m sale of a fiber transport and telecommunications company. In the lower mid-market, the practice represented Mediacom Communications Corporation, a cable operator focused on serving the smaller cities in the US, and that has significant concentration in the Midwestern and Southeastern regions, in connection with the acquisition of all of its publicly held stock by a group led by Rocco B Commisso, the company’s founder, chairman and CEO. Washington DC and Silicon Valley-based team head Margaret Kavalaris is recommended. New York-based Paul Gajer and Denise Tormey, and Steven Rist, in Kansas City, are also key contacts. Tormey is singled out by clients. ‘I consider her a true business partner. She has very good business acumen, and offers practical advice and counsel’.
Edwards Wildman Palmer LLP is the result of a merger in October 2011 between legacy firms Edwards Angell Palmer & Dodge LLP and Wildman, Harrold, Allen & Dixon LLP. The new firm has 14 offices and 650 lawyers. Representative experience includes advising Bank of America in the sale of its Special Fiduciary Services business to Evercore Partners; acting for QBE Insurance Group in its acquisition of crop insurer NAU Country Insurance for $565m; assisting PDR Network in its sale of NexCura, to The Oncology Portal, a subsidiary of US Oncolog; and representing Core Optics, a designer of digital signal processing telecommunications solutions for high-speed optical networking applications, in its sale to Cisco Systems. In Chicago, John Eisel co-chairs the business law department. Eisel was lead counsel to MVC Capital, a NYSE-listed business development company, in connection with all of its acquisitions and investments since 2004. New York-based David Kovacs is particularly experienced in the purchase and sale of software companies. Kovacs’ notable representations also include advising a natural health products company in a merger with another company in the same space; acting as counsel to one of the investors making a $200m investment in a start-up clean energy company, which produces batteries for electric cars; and representing a public Australian health care information technology company in its first US acquisition. Boston-based Richard Small co-chairs the private equity and venture capital group. Small represented a private equity firm in connection with its acquisition of a manufacturer of pressure ulcer and temperature management products. Bruce Raphael, former chair of Edwards Angell Palmer & Dodge LLP’s firm-wide M&A and banking practice groups joined Jones Day’s Boston office.
K&L Gates recently established its 40th office worldwide with the launch of a Charleston branch, following the addition of a seven-partner team from Parker, Poe, Adams & Bernstein LLP. Key matters for the firm included Dallas partners Soren Lindstrom and Gregory Hidalgo leading the team of lawyers advising Groupe Le Duff, a global bakery and restaurant company, on its acquisition by merger of Bruegger’s Enterprises, a leading operator and franchisor of casual bakery-cafés that operates mainly in northeastern US and Canada. New York and Pittsburgh-based corporate and transactional leader Robert Zinn advises companies, both public and private, in a broad range of industries, including financial services, metals, advanced manufacturing, education, information technology, life sciences, construction and engineering, retail, distribution and management consulting. Seattle-based of counsel Richard Dodd has acted for Microsoft, Starbucks, T-Mobile, Heart Technology and Physio-Control, and Matthew Topham’s representative experience includes advising HTC Corporation in its acquisition of a majority of the membership interests in Beats.
With a global M&A platform including a strong domestic practice, Linklaters’ clients include non-US companies acquiring within the US; US companies acquiring in the rest of the world; US or non-US clients working on multi-jurisdictional transactions; and domestic M&A work wholly within the US. ‘The level of service received almost always meets, and in many cases, exceeds our expectations. The practice is demonstrative of what I expect from outside counsel: A strong multi-jurisdictional team that is highly responsive, creative and intelligent, and possessed with core knowledge of our business and goals’. The practice advised DISH Network Corporation in the $320m acquisition of substantially all of the assets of Blockbuster in a bankruptcy court-approved auction and sale, the deal representing a strategic expansion for the client into video streaming and on-demand businesses; acted for WellPoint on its acquisition of CareMore Health Group, the transaction marking one of the first M&A deals in the industry since the enactment of health care reform in the US; was counsel to PTT Chemical in connection with its $150m investment in a 50% stake in Natureworks, a wholly-owned subsidiary of Cargill and the world’s largest manufacturer of polylactic acid (PLA) products; assisted United Technologies on its acquisition of Clipper Windpower, a wind energy technology, turbine manufacturing and wind project development company; and advised the largest mutual life insurer in the US, New York Life Insurance, on the $425m sale of its Hong Kong and South Korean life insurance operations to Swiss insurer ACE. Mega deal representations included advising Deutsche Börse in connection with its pending business combination with NYSE Euronext, which combination has been valued in excess of $10bn. The team also represented a consortium of investors in relation to the $1.8bn acquisition of an approximate 18.65% stake in independent Brazilian investment bank, Banco BTG Pactual, the deal representing a significant investment into a Brazilian financial institution by a group of highly regarded investors. Alberto Luzárraga, Scott Sonnenblick and Joshua Berick are key contacts. Dan Dufner is ‘committed to top-quality service and to providing practical, efficient, and honest counsel’. Dufner is ‘a dedicated advisor, whose level of dedication and loyalty, coupled with his incomparable skill, are an extremely rare find in outside counsel. He is not just an external counsel but also a trusted advisor and a true part of our team’. Casper Lawson joined from the firm’s London office.
Schulte Roth & Zabel LLP’s key matters included representing hedge fund Claren Road Asset Management, and its principals, in the sale of a majority stake to global alternative asset manager The Carlyle Group; and acting for the asset management division of Credit Suisse Group in the first alternative asset manager acquisition to be structured in compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, when Credit Suisse acquired a significant non-controlling, minority interest in York Capital Management for $425m in up-front consideration. New York partner Marc Weingarten is chair of the business transactions group. Weingarten represented Cerberus Capital Management in the acquisition of an 80% interest in Chrysler from DaimlerChrysler. New York-based partner Stuart Freedman’s representative transactions include the acquisition of Albertson’s non-core grocery businesses.
WilmerHale leaves clients feeling ‘very happy with the service, especially response times, substantive knowledge and teamwork. I would highly recommend it’. The practice acted for Aegis Lightwave when it was acquired by II-VI Corporation in a merger transaction that involved complex IP issues, international law and regulatory issues and an earn-out; and advised on the acquisition of BJ’s Wholesale Club, a publicly traded client of the firm, in a cash merger. The practice also represented Levitronix in the sale of a medical division to Thoratec, which involved the sale of cross-border business with operations in the US and Switzerland; acted for PerkinElmer in its acquisition of Caliper Life Sciences for approximately $600m; and was counsel to Skyworks in its acquisition of SiGe Semiconductor for $120m, plus up to $65m of contingent payments. Other significant matters included representing global technologies business Smiths Group in the $235m cash acquisition of Power Holdings, a designer and manufacturer of specialist power distribution, conditioning and monitoring systems; and acting for Thermo Fisher Scientific in its acquisition of the Phadia Group for approximately $3.5bn, involving the purchase from a UK-based private equity firm of a business that has operations around the world. In Boston, Hal Leibowitz is vice chair of the transactional department. Boston-based Jay Bothwick and New York-based Andrew Nagel chair the M&A practice group, Washington DC-based Stephanie Evans is vice chair of the corporate practice group, Susan Murley, in Boston, is transactional department chair, and Boston-based Graham Robinson is vice chair of the corporate practice group. Nagel has a ‘practical, no-nonsense approach to getting transactions done’. In May 2012, Robert Finkel joined from Dewey & LeBoeuf LLP.
Winston & Strawn LLP’s ‘overall level of service is extremely high. Its legal teams are responsive, and are very knowledgeable regarding the relevant law and my business. They are also very practical in their advice and staff deals appropriately, both from a numbers and seniority standpoint’. Another client says: ‘Our internal counsel is pleased when the firm is involved in our transactions’. The firm has a broad corporate practice spanning the upper-middle bracket and crossing all industry sectors and practice areas. The firm is particularly known for M&A in highly regulated industries, such as energy and financial services. Highlights included acting for Motorola in the sale of its wireless network infrastructure to Nokia Siemens Networks for $1.2bn, which deal was one of the most intensely negotiated transactions of recent years, taking over a year to put together and including the transfer of 7,500 employees based across the world; and representing Reyes Holdings, the largest distributer of McDonald’s food in the US, in the $400m acquisition, by its Martin-Brower subsidiary, of Keystone Foods Distribution, a major distributor for McDonald’s in Europe, Asia and the Middle East. The team also acted for Nuveen Investments, which has roughly $200bn under investment, in its acquisition of FAF Advisors, the asset management business of US Bancorp; and advised George Gillett in the complex and high-profile sale of his interest in Liverpool FC. Chicago-based Steven Gavin is chair of the national corporate practice. He is also the relationship partner for many of the firm’s leading clients. Chicago partner Oscar David and New York partner Robert Ericson are the co-chairs of the M&A practice. David is ‘an exceptional lawyer and business partner. He is always extremely responsive, combines a depth of legal knowledge with a very practical, solution-oriented approach, and staffs our transactions with excellent attorneys in appropriate cost-structures’. In Chicago, veteran deal lawyers Robert Wall and Bruce Toth are supported by Gregory Bynan, Brian Schafer and Matthew Costigan. Wall is ‘an outstanding partner’. The firm also has a prominent private equity buyouts practice in New York led by Dominick DeChiara and Bradley Vaiana. Scott Hammond in New York, and James Snyder in Chicago have been promoted from associates to partners.
‘Top-notch firm’ Akerman Senterfitt is ‘excellent’. Clients are ‘extremely satisfied with the attorneys’ responsiveness, who have a strong focus on middle-market transactional work. The partners combine good business acumen with excellent legal insights, and the senior partners are not only highly accessible, but they lead all deals, and at rates which are competitive compared to other national practices’. The firm has a national corporate group that serves clients across the US, and in Latin America, from offices in Florida, New York, and Washington DC. Recently, the practice was involved in a high volume of transactions and restructurings, in particular in the healthcare and business services sectors, as well as financial services, transportation, technology and waste management. Key matters included closing on a transaction for Continucare Corporation, in its approximately $403m acquisition by Metropolitan Health Networks, the transaction strengthening the combined company’s presence in the Florida Medicare Advantage and Medicaid market. The team also represented a global provider of spa services and operations, Steiner Leisure, in the acquisition of a national operator of schools for massage therapy and skincare training, Cortiva Education; acted for private equity firm Maplewood Partners in the sale of portfolio company Julio & Sons, Co, which is a chain of Mexican restaurants, to private equity fund J H Whitney; and represented private equity client Sunbelt Diversified Enterprises in the acquisition of Patriot Aviation Services, a business engaged in the acquisition, repair and resale of commercial aircraft engines. Other mandates included acting for national durable medical equipment supplier Doctor Diabetic Supply in its sale to private equity firm Bertram Capital, and advising a private equity firm, The Comvest Group, in multiple transactions, including the purchase of a majority stake in Haggen, an operator of 30 grocery stores in Washington and Oregon, and the $155m sale of its portfolio company, Accelerated Care Plus, a developer of specialized rehabilitation technologies and national provider of evidence-based clinical programs for post-acute rehabilitation, to Hanger Orthopedic Group. Miami-based national corporate chair Jonathan Awner ‘inspires complete confidence for his business savvy and depth of experience’. Teddy Klinghoffer and Carl Roston are co-chairs of the M&A and private equity practice. Roston is ‘pragmatic, prompt and efficient’. Mary Carroll is ‘thorough and smart’.
Minneapolis-based Faegre & Benson LLP and Indianapolis-based Baker & Daniels LLP merged to become Faegre Baker Daniels in 2012. The firm’s experience in complex middle-market deals spreads beyond its regional borders, with a large number of public companies and private equity firms in the Midwest, and increasingly beyond, turning to the firm for their corporate and M&A needs. The Colorado office is one the region’s largest law firms with a solid and growing M&A practice, and in Iowa, recent M&A activity has involved growth areas such as renewable energy and technology matters. Clients report that the firm ‘staffs files with the appropriate talent, responds quickly to our demands, and delivers valuable support. One of the most valued aspects of our relationship is the team’s intimate knowledge of our business and its ability to integrate seamlessly with our internal staff and our other outside advisors’. The practice represented Graco in a $650m agreement to acquire the global finishing businesses of Illinois Tool Works, a manufacturer of liquid and powder finishing. It also assisted Vital Images, a provider of enterprise-wide advanced visualization and analysis software solutions, in its $273m sale to Toshiba American Medical Systems. In addition, the practice advised Chegg, the online textbook rental company, in its acquisition of Notehall, an online class and study notes provider; and assisted Zong, a leading provider of electronic payments through mobile carrier billing, in its acquisition by eBay for approximately $240m in cash. In large deal matters, the team advised Target Corporation in a complex $1.8bn cross-border transaction in which it purchased the right to acquire up to 220 Zellers’ leasehold interests in Canada, coupled with subleases back to Zellers. Minneapolis-based M&A head Bruce Engler is recommended, and Michael Stanchfield ‘communicates very effectively, anticipates the relevant issues, produces strategies to achieve goals, and provides great client service’.
Fenwick & West LLP represented Skagen Designs and its affiliated companies in its acquisition by Fossil for $225m in cash; and acted for SonoSite in its definitive agreement to be acquired by FUJIFILM Holdings Corporation, pursuant to which Fujifilm will acquire SonoSite for approximately $995m. Activity in the large deal arena included representing SuccessFactors in its acquisition by SAP America, the transaction valued at approximately $3.4bn. San Francisco-based Douglas Cogen is co-chair of M&A group. Cogen’s technology transactions include over 75 deals for Cisco Systems, and his life sciences transactions include Agilent Technologies’ $1.5bn acquisition of Varian Connetics’ $930m merger with Stiefel Laboratories, and Vysis’ $365m acquisition by Abbott Laboratories. The transactions led by M&A co-chair David Healy included representing HP on its acquisition of Vertica Networks and its agreement to sell its Video Collaboration business unit to Polycom, as well as acquisitions and joint ventures for Sun Microsystems. In 2011, Jake Handy, a life sciences technology transactions attorney, joined the firm’s San Francisco, Silicon Valley and Seattle offices as partner from DLA Piper LLP in San Diego.
Freshfields Bruckhaus Deringer LLP’s US corporate/M&A practice has continued to expand, gaining both cross-border and domestic corporate mandates. Clients appreciate the presence of both English and US-qualified lawyers, ‘the combined experience meaning that they are excellent at bridging the gap in legal culture between Europe and the US, which is a competitive advantage’. Furthermore, the team is ‘dedicated to the client, is quick to understand our goals and concerns, and always available to help when we need it. It operates in small, efficient teams and, in view of the high-quality of services it provide, the charges are reasonable’. Recently, the team acted for Travelex, the global foreign exchange specialist, and a portfolio company of private equity firm Apax Partners, on the sale of its business payments operations, Travelex Global Business Payments, to The Western Union Company for a total cash consideration of $964m. The group also advised Assa Abloy in its €130m purchase of Albany International’s global door systems business, assisted Saint-Gobain in connection with its $167m acquisition of Bekaert’s Specialty Films business, and acted for a PE consortium, led by Nordic Capital, Credit Suisse and Nycomed, on the sale of global pharmaceutical company Nycomed to Takeda, the largest pharmaceutical company in Japan. New York-based regional practice group leader Matthew Herman, US managing partner Julian Pritchard, and partners Matthew Jacobson and Timothy Wilkins are recommended. Pritchard is ‘a very smart lawyer, extremely experienced and diligent. He is one of the best that I have worked with’. Doug Bacon recently joined the US corporate team from Simpson Thacher & Bartlett LLP, bringing with him 10 years of corporate experience. Bacon ‘has exceptional technical expertise and excellent business sense. He also has a great way of handling whatever comes his way in a cool and calm manner’.
Jenner & Block LLP’s Chicago-based M&A co-chairs Joseph Gromacki and Thomas Monson are recommended. Gromacki regularly represents General Dynamics in various M&A transactions, including its 2011 acquisitions of Vangent for $960m, and Force Protection for $360m. Monson represented RCN Corporation in its $1.2bn sale to ABRY Partners; acted for Motorola in the sale of its Embedded Communications Computing business to Emerson Electric; assisted Rio Tinto Alcan in the sale of its plastic bottles business to Ball Corporation; and advised Equity Group Investments in a going-private transaction involving the Tribune Company.
Reed Smith LLP’s Pittsburgh-based M&A partner Ronald Frank led a team advising Exxon Mobil in its approximately valued $1.7bn acquisition of two privately held Pennsylvania energy companies, which add to its natural gas reserves in the Marcellus Shale. Philadelphia-based M&A chair, Lori Lasher is recommended. The Silicon Valley office welcomed technology M&A lawyer Matt Oshinsky to the firm as a partner in 2011, after seven years with the Palo Alto office of Gibson Dunn, but he was recruited to DLA Piper’s Silicon Valley office in early 2012.