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July 25, 2008 10:00 AM

Corning Unloads Some Crystal, Tokio Marine Heads Stateside, and GE Invests In Medical Devices

Posted by Jonathan Thrope

It's been another busy week for lawyers from The Am Law 200. Nixon Peabody and Wachtell each have a piece of the action in Corning's sale of Steuben Glass; Lowenstein Sandler lawyers are advising medical products maker Vital Signs as it is acquired by GE Healthcare; and more.

Tokio Marine Holdings Inc.-Philadelphia Consolidated Holding Corp.

First came England, and now the U.S. Tokio Marine Holdings continues to expand internationally. On Wednesday the Japanese insurer agreed to acquire Philadelphia Consolidated Holding Corp. for approximately $4.7 billion. The deal comes just months after Tokio bought London based Kiln Ltd. for more than $880 million

Philadelphia Consolidated is a leading U.S. property and casualty insurance company with 47 offices across the country; the Tokio Marine Group operates in the property and casualty insurance, reinsurance, and life insurance sector, with a presence in approximately 40 countries/areas.

According to Reuters, the acquisition is the largest ever by a Japanese financial firm in the United States.

Sullivan & Cromwell represented Tokio Marine. The S&C New York-based team is led by corporate partners Robert DeLaMater and Izumi Akai, together with corporate associates Melissa Sawyer, Keiji Hatano and Gwen Snorteland. Special counsel Daniel Rabinowitz and associate Russell Witten handled insurance regulatory matters; special counsel Lawrence Pasini and associate David Teigman advised with respect to benefits matters; special counsel Judith Fiorini on tax; and special counsel Eric Queen handled antitrust matters. Tokio Marin has engaged S&C on various matters over the course of the past 20 years.

Phaladelphia based Wolf, Block, Schorr and Solis-Cohen advised Philadelphia Consolidated. Corporate/securities partner Michael Sherman is the lead attorney, along with employment partner Jonathan Wetchler, chair of the employment benefits practice Warren Fusfeld, and corporate/securities partners Michael Plunkett and Pamela Morone.

GE Healthcare-Vital Signs Inc.

GE Healthcare, a unit of General Electric Company, announced its plans to purchase medical products  producer Vital Signs for approximately $860 million.

Based in Totowa, N.J., Vital Signs specializes in the production of single-patient-use medical products for the anesthesia and respiratory/critical care markets. A $17 billion unit of General Electric Company, U.K.-based GE Healthcare employs more than 46,000 worldwide.

Longtime counsel Lowenstein Sandler advised Vital Signs on the transaction. The team included the chair of the firm's corporate department, Peter Ehrenberg, and partner Laura Kuntz, counsel Ethan Skerry, and associates Andrea Brown and Michael Lestino. They were supported by trust and estates chair Michael Gooen, employee benefits and executive compensation chair Andrew Graw, IP counsel Nicholas Mehler, corporate partner Jeffrey Shapiro, and senior counsel Norm Spindel and Stuart Yusem.

Allen & Overy partner Peter Harwich led GE's legal team. He was joined by Corporate associates Mark Robilotti, Caroline South, Lauren Pincus, Laurie Emmer, Jeff Olson; Benefits partner Henry Morgenbesser, senior counsel Marina Casani, and associate Christina Lee; environmental partner Ken Rivlin and associate Maria Christopher; as well as tax partner Dave Lewis. King & Spalding provided regulatory counsel.

The transaction, which is subject to Vital Signs's shareholder and regulatory approvals, as well as other customary conditions, is expected to close in the fourth calendar quarter of 2008.

Sprint Nextel-TowerCo

Sprint Nextel agreed to sell close to 3,300 of its towers to TowerCo for approximately $670 million, the companies announced on Thursday. The two companies also entered into a long-term agreement under which TowerCo will lease the wireless communications towers back to Sprint Nextel to support that company's networks.

"By leasing rather than owning these network facilities, we can better focus on our core business of providing communications services to consumers, businesses and government customers," said Spring Nextel senior vice president Bob Azzi in a press release. "Significantly, this transaction provides Sprint Nextel with additional liquidity which gives us greater flexibility in managing our company."

TowerCo was advised by Paul, Weiss, Rifkind, Wharton & Garrison. The Paul Weiss team included corporate partner Bruce Gutenplan, real estate partner Mitchell Berg, and tax partner David Sicular as well as corporate associates David Harris and Yoni Ophir, real estate associate Susanne Kandel, and tax associate Heath Martin.

Paul Weiss also represented TowerCo earlier this year when it sold 430 towers to SBA Communications Corporation for $193.5 million. Gutenplan has known chief executive officer Richard Byrne since the late 1990s when Bryne was National Director of Business Devlopment at Nextel and Gutenplan represented SpectraSite Communications (which has since merged with American Tower) in a tower deal with Nextel. Bryne later formed TowerCo in 2004, and Gutenplan has represented it since late 2005.

Sprint Nextel was advised by Jones Day's real estate partner Bill Nakaisan and M&A partner Rick Gibson, both out of Columbus. Also on the project were tax partner Candy Ridgway, financing partners Rachel Rawson, Greg Gorospe, financing associate James Turoff, as well as M&A counsel Jennifer Fate and associate Kurt Donnell.

Sprint has been a longtime client of Jones Day, and the firm represented it in its merger of equals with Nextel in 2005.

Corning Incorporated-Schottenstein Stores Corporation

Corning Incorporated announced a plan to sell its Steuben Glass Division to Steuben Glass, a newly formed affiliate of Schottenstein Stores Corporation. The price of the transaction was not disclosed.

Corning is a world leader in specialty glass and ceramics; its fine-glass firm Steuben Glass has been a subsidiary since 1918. Steuben has been unprofitable for several years--losing $5.7 million in 2007. Corning has been planning for some time either to sell of shut down the unit.

Steuben will join a Schottenstein Luxury Group portfolio that includes Judith Leiber and the Italian fashion brand ShirĂ³. Schottenstein Stores Corporation is also affiliated with American Eagle Outfitters and Retail Ventures Inc., among other entities. Corning was represented by Nixon Peabody. Partner Roger Byrd was lead counsel along with partner Scott Cristman and associate Lori Bowman.

Wachtell, Lipton, Rosen & Katz advised Schottenstein Stores Corporation. Restructuring and finance partner Scott Charles led the way along with tax counsel Michele Alexander, corporate associate Alison Zieske, executive compensation and benefits associate David Kahan, and real estate associate Richard Ross.

Steuben will continue to maintain its operations in Corning, New York, and its flagship store at 667 Madison Avenue in New York.

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