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July 25, 2011 6:53 PM

Deal Roundup: Jones Day, Freshfields Advise on $1.4B French Gas Terminal

Posted by Dan Kaplan

Am Law 200 firms have advised over the past couple weeks on several M&A deals that missed or just topped the billion-dollar mark, but nonetheless kept plenty of transactional lawyers busy. Notable recent deals--and the firms that landed the assignments--include:

--Jones Day, Freshfields, and Norton Rose advise on $1.44 billion natural gas terminal deal

A trio of European power producers reached an agreement June 29 to invest $1.44 billion to develop a liquefied natural gas terminal in the northern French town of Dunkirk. The terminal, a joint venture between French utility company Electricité de France SA (EDF), Belgian oil company Fluxys, and French oil company Total SA, will hold a capacity of 13 billion cubic meters of gas.

Under terms of the deal, EDF gave shares of Dunkerque LNG--its subsidiary company charged with constructing and operating the plant--to both Fluxys and Total to secure their investment. Fluxys received a 25 percent share and Total received 10 percent.

A Jones Day team led by partner My Linh Vu-Gregoire represented EDF on the deal. Partners Alexandre de Verdun and Françoise Labrousse assisted on the deal.

London partner Nick Prowse led a team from Norton Rose representing Total SA on the deal. Prowse was assisted by partners Jeffrey Barratt, Phillippe Mallea, and Anne Lapierre.

Freshfields Bruckhaus Deringer represented Fluxys, led by Brussels corporate partner Vincent Macq. Another Brussels corporate partner, Charles-Antoine Leunen, also worked on the deal.

The terminal is expected to be operational by the end of 2015.

--Latham & Watkins represents A.O. Smith Corp. in acquisition of rival boiler maker Lochinvar Corp.

The A.O. Smith Corporation announced plans July 19 to acquire privately held Lochinvar Corporation in a $418 million merger of rival water-heating and boiler-making companies. It will be the first major acquisition for Milwaukee-based A.O. Smith since it sold off its electric motor business to Regal Beloit Corporation for $875 million in December. 

A.O. Smith will not assume Lochinvar's outstanding debts, but Reuters reports that the company could end up paying shareholders an extra $35 million if it meets certain revenue objectives by November 2012.  Lochinvar, based in Lebanon, Tenn., had sales of roughly $200 million over the 12-month period ending June 30.

Latham & Watkins represented A.O. Smith on the deal. Corporate partner Mark Gerstein led the firm's efforts, with assistance from corporate partners Zachary Judd and Rory Negus, environmental partner Cary Perlman, benefits partner Robin Struve, and tax partner Diana Doyle. A.O. Smith's in-house team included general counsel James Stern and senior vice president for corporate development Steve Rettler.

A team from Tennessee-based Bass, Berry & Sims advised Lochinvar. Partner Howard Lamar led the firm's team, assisted by partners Scott Bell and Todd Ervin. Lochinvar is a longtime client of the firm.

Should the deal receive the necessary regulatory approval it is expected to close in the third quarter of the year.

--Cooley and Covington advise on $325 million Amira Pharmaceuticals sale to Bristol-Myers Squibb Company

Bristol-Myers Squibb Company announced July 22 that it has reached an agreement to acquire San Diego–based Amira Pharmaceuticals for $325 million. Bristol-Myers Squibb could also secure an additional $150 million in milestone payments, depending on its ability to meets certain financial goals once the acquisition is completed.

The deal gives Bristol-Myers Squibb control over some key Amira drugs, including AM152--which is being tested to treat idiopathic pulmonary fibrosis (IPF) and scleroderma--as well as treatments for asthma, neuropathic pain, and cancer.

Covington & Burling corporate partner Andrew Ment led a team representing Bristol-Myers Squibb on the deal, with assistance from partners Michael Francese, Michael Labson, and tax specialist Robert Heller. Covington has a long history working with the company, and is a member of its "preferred provider" group. P. Joseph Campisi, Jr., Bristol-Myers Squibb's vice president and associate general counsel for global legal transactions, also assisted on the deal.

Cooley partner Thomas Coll led a team from the firm representing Amira. Coll was assisted by partners Barbara Borden, Daniel Meehan, Thomas Welk, and Francis Fryscak, along with special counsel Rama Padmanabhan. Cooley has represented Amira as its company counsel for the last six years.

The companies did not say when they expect the deal to close.

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