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October 29, 2010 2:10 PM

Dealmaker of the Week: Lois Herzeca of Gibson, Dunn & Crutcher

Posted by Tom Huddleston Jr.

LHerzeca-press

When it became clear last Sunday night that news of its ongoing buyout talks with The Carlyle Group had leaked to the press, telecommunications equipment manufacturer CommScope, Inc., had two choices: deny the rumors or start drafting a press release.

Hickory, N.C.-based CommScope's management quickly chose transparency, and the next morning it issued a hastily prepared release containing the terms of the proposed deal and the parties involved. Lois Herzeca (right), a corporate and M&A partner at Gibson, Dunn & Crutcher serving as counsel for CommScope, says such a leak is "something that you never like to see happen" because it can toss a wrench into negotiations.

It was up to Herzeca and her team to make sure the leak didn't impede the progress of the talks. "We, of course, worked hard to get the deal signed off as quickly as we could," she says. "The leak was Sunday night, and we got the deal signed off by Tuesday night."

On Wednesday, a more definitive press release went out, announcing that Carlyle had agreed to pay $2.9 billion for the company, offering $31.50 per share in cash. The private equity firm will also take on a considerable amount of debt under the agreement, placing the final value of the deal at roughly $3.9 billion, according to the release.

As The Am Law Daily previously reported, Herzeca and fellow partner Eduardo Gallardo led Gibson Dunn's team in advising CommScope on the deal, working with CommScope general counsel Frank B. Wyatt II. Latham & Watkins and Alston & Bird advised The Carlyle Group.

Herzeca has plenty of experience steering CommScope toward the finish line. She began representing the company 13 years ago, when it split from parent company General Instrument Corporation. (Herzeca was then a partner with Fried, Frank, Harris, Shriver & Jacobson.) "I've been working with the management team there--the same management team--since 1997," she says.

In June 2007, she advised CommScope on a $2.6 billion deal that netted the company Andrew Corporation, a communications network manufacturer. That deal, Herzeca says, doubled the company's size. Herzeca left Fried Frank in May 2009 for Gibson Dunn, taking her client with her.

Herzeca's long history with CommScope didn't go unnoticed by the lawyers across the table in the Carlyle negotiations. "Obviously, Lois is very knowledgeable and she's a great advocate for her client," says C. Mark Kelly, the corporate partner who led Alston & Bird's team on the deal. "But I think the thing that sort of struck me the most about her is I can tell--and I've heard--that she has the complete confidence of her board. And as a lawyer, when you can say that about someone, I think you're saying a lot about their ability."

That confidence was key for CommScope in its decision to announce the Carlyle deal before it was fully agreed. "We felt like we were getting the right advice on how to handle that situation," says CommScope GC Wyatt.

With the merger agreement in place, CommScope now has until Dec. 5 to field competing offers. "We have a 40-day 'go-shop' period," Herzeca says. "We intend to vigorously solicit other proposals and we'll see what happens." If no other bidders enter the picture in the next few months (which is likely the case, according to Reuters) and the deal wins stockholder and regulatory approval, it is expected to close early next year.

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