The Work

December 16, 2011 5:25 PM

Deal Boomlet Signals Happy Holidays for Some Corporate Lawyers

Posted by Brian Baxter

UPDATES: 12/19/11, 12:30 p.m. The names of the lawyers working on Vattenfall's $2 billion sale of energy assets to a consortium have been added to the last section of this story. 12/19/11, 3:00 p.m. Patton Boggs lawyers have been added to the first section. 12/21/11, 8:15 p.m. Attorneys from Dykema Gossett have been added to the third section.

A flurry of transactions Friday left us wondering about the M&A outlook for 2012. According to three media outlets, the signs are mixed.

The Financial Times notes that M&A activity remains steady in the United States, even as Europe's financial fortunes falter, while Reuters reports that deal volume in the Asia-Pacific region should rise 33 percent next year. Bloomberg reported this month that global M&A may need at least two more years to return to 2007 levels.

But the recent spate of deal announcements—ten firms grabbed roles on two billion-dollar deals announced Fridayshows that some corporate lawyers are shaking off the economic doldrums and getting a head start on what they hope will be a busy 2012. Below are some of the latest deals and their counsel of record that have crossed our desk:

Albania / Albpetrol

The government of Albania announced this week that it plans to sell state-owned oil company Albpetrol, according to The Associated Press. The transaction for Patos-based Albpetrol will proceed through an international tender. The AP reports that the company’s assets are valued at more than $420 million.

Albania's economic ministry has retained Patton Boggs for advice on the government's options for privatizing Albpetrol. International business chair Jude Kearney, energy and oil and gas partner David Brody, corporate of counsel Vicky Beasley McPherson, energy and public policy staff attorney David Hain, and chief economic consultant David Raboy are leading a team from the firm advising the Albanian government on the matter.

Kearney and Patton Boggs public policy partner David Farber previously advised the Albanian government on the $160 million sale and privatization of the state-owned ARMO oil refinery in 2008. The AP reports that Albania's opposition Socialist Party has objected to the privatization of Albpetrol given the current global financial crisis.

Apollo / CVC / Stone Tower

New York–based private equity behemoth Apollo Global Management announced plans to get a bit bigger on Friday, unveiling agreements to acquire investment manager Stone Tower Capital and Belgian chemical company Taminco.

Paul, Weiss, Rifkind, Wharton & Garrison corporate partner Steven Williams, investment management practice head Robert Goldbaum, and tax partner Brad Okun are advising Apollo on its acquisition of Stone Tower. Okun is the former head of O'Melveny & Myers's New York office, having left O'Melveny for Paul, Weiss with six other lawyers in a high-profile lateral move in May. Former O'Melveny M&A chair John Suydam serves as general counsel of Apollo.

Dow Jones Newswires reports that Apollo's acquisition of New York–based Stone Tower will bring the private equity shop about $17 billion in alternative credit assets under management. The deal comes at a time when many private equity shops are seeking to become diversified asset managers in order to cope with a lack of leveraged buyouts, according to Bloomberg.

Weil, Gotshal & Manges private equity and M&A cohead Michael Lubowitz and partner Paul Cohn are leading a team from the firm advising Stone Capital that also includes executive and relationship partner Barry Wolf, tax partner Stanley Ramsay, and structured finance and derivatives partner Eric Peterman. Steven Gilbert, a Goodwin Procter alum, serves as vice-chairman of Stone Capital.

In the second transaction, Apollo is purchasing Ghent-based Taminco for about $1.4 billion from London-based private equity rival CVC Capital Partners. Apollo has turned to Latham & Watkins M&A partner Taurie Zeitzer and private equity finance partners Jennifer Van Driesen and Patrick Shannon for outside counsel on the leveraged buyout of Taminco.

Credit Suisse and other joint lead arrangers providing bridge and bond financing for the deal are being advised by Davis Polk & Wardwell. The firm's leveraged finance team is being led by corporate credit partner Jason Kyrwood and global capital markets cohead Michael Kaplan in New York. Cahill Gordon & Reindel is representing the joint lead arrangers in connection with the bank portion of the financing.

Allen & Overy corporate partner Wouter Van de Voorde in Antwerp is advising CVC and Taminco. A&O is currently representing CVC on its takeover talks with Phoenix Insurance Group. CVC's senior legal counsel is Lauren Livingston.

CVC itself teamed up this week with the investment arm of the Malaysian state of Johor for a $1.6 billion bid for KFC Holdings Malaysia and parent company QSR Brands. The target companies operate more than 900 Pizza Hut and KFC restaurants in India and Southeast Asia, making them an attractive target for CVC.

CVC press representatives did not immediately respond to requests for comment on the identity of its legal advisers for its Malaysian corporate work.

Carlyle Group / Platinum Equity

The Carlyle Group has sold Wixom, Michigan–based auto parts maker Diversified Machine to fellow private equity firm Platinum Equity. Terms of the transaction were not disclosed, but Reuters reported over the summer that Carlyle was seeking more than $400 million for Diversified Machine.

Latham corporate partners Paul Sheridan, Jr., and Nicholas Luongo are representing Washington, D.C.–based Carlyle on the transaction. As noted in this space on multiple occasions, Carlyle is a longtime Latham client and the two have close ties. Former Latham partner Bruce Rosenblum serves on the Carlyle board, and managing director and general counsel Jeffrey Ferguson is a former Latham associate.

A Platinum spokesman told The Am Law Daily Friday that Detroit-based Am Law 200 firm Dykema Gossett is representing the Beverly Hills-based private equity firm on the deal. Aleksandra Miziolek, director of Dykema's automotive industry group, and corporate finance assistant practice group leader Brendan Cahill are leading a team from the firm working on the transaction. Platinum's general counsel is Eva Kalawski.

Crédit Agricole / Coller Capital

French banking giant Crédit Agricole announced Friday that it is selling its private equity unit to London-based private equity firm Coller Capital. While terms of the transaction were not disclosed, Reuters put the value of the deal at more than $390 million.

Xavier Comaills, the partner in charge of the fund formation practice at Ashurst in Paris, is advising Crédit Agricole on the deal along with corporate counsel Franck Coudert. Paris-based Crédit Agricole, which is France’s largest bank, named Ashurst to a new ten-member outside legal panel that it unveiled earlier this year. In September, former Crédit Agricole general counsel Hubert de Vauplane joined Kramer Levin Naftalis & Frankel's Paris office.

O'Melveny investment funds and securitization practice head John Daghlian and M&A counsel Jonathan Atha in London are leading a team from the firm advising Coller that includes tax partner Jan Birtwell, antitrust and Brussels office managing partner Christian Riis-Madsen, and corporate finance counsel Karen Ireland. Morgan, Lewis & Bockius business finance and investment funds partners Ann Baker and Anne Tolila in Paris are also representing Coller.

Peter Hutton is head of legal and compliance for Coller, while former Dewey & LeBoeuf and Mayer Brown partner Frank Morgan serves as president of the private equity firm's U.S. unit.

Valeant / ISTA

Valeant Pharmaceuticals likes having Skadden, Arps, Slate, Meagher & Flom in its corner. The company has retained Skadden five times in 2011 for M&A work, with the latest assignment involving Valeant's $327 million bid for ISTA Pharmaceuticals in a deal, announced on Friday.

Valeant also turned to Skadden in the summer of 2010 for counsel on its $3.2 billion merger with Canadian pharmaceutical giant Biovail. While the combined company kept its headquarters in Biovail’s hometown of Mississauga, Ontario, it took the Valeant name.

Earlier this year, Valeant actually found itself facing off against Skadden when the company launched a hostile $5.7 billion bid for Malvern, Pennsylvania–based drugmaker Cephalon, which had a prior relationship with Skadden. Valeant was eventually outbid for Cephalon by Israeli drugmaker Teva Pharmaceuticals, which made a $6.8 billion offer for the target in May, according to our previous reports.

Now, Skadden M&A partners Stephen Arcano and Marie Gibson representing Valeant on its offer for Irvine, California–based ISTA, which represents a 68 percent premium above ISTA's closing stock price on Thursday. It wasn't enough.

Calling Valeant's offer "grossly inadequate," ISTA rejected the unsolicited bid Friday in a move that sets the stage for another hostile takeover battle by Valeant. Robert Chai-Onn serves as general counsel and corporate secretary for Valeant.

Wilmer Cutler Pickering Hale and Dorr and California firm Stradling Yocca Carlson & Rauth have been retained by ISTA, according to a statement by the company. Glenn Davis serves as the company's chief compliance officer and vice president of legal.

Covington & Burling senior counsel Peter Hutt, a former chief counsel to the Food and Drug Administration, is a member of ISTA's board of directors. A bio of Hutton on ISTA's Web site says that he provides legal counsel to the company "from time to time."

Skadden also advised Valeant his year on its $422.5 million acquisition of Dernik, the skin care business of Sanofi-Aventis. That deal closed on Friday.

Vattenfall / 3i

Swedish energy company Vattenfall announced Friday that it will sell its electricity and heat distribution businesses in Finland to an investor consortium for $2 billion.

Roschier M&A partners Jans Bengtsson, Bjorn Winstrom, and Marten Willamo in Stockholm are advising Vattenfaal on the transaction. Ingrid Mirsch serves as in-house head of legal affairs for the Stockholm-based company. Cecilia Vieweg, a former general counsel of Swedish automaker Volvo, is a member of Vattenfall's board.

Vattenfall has been busy on the deal front lately, selling part of its Hamburg energy grid to the German city's government last month for $618 million. Norton Rose recently represented Vattenfall on the $2.6 billion sale of its Polish assets, a transaction that closed this week. And Linklaters handled Vattenfall's $10.9 billion acquisition of Dutch energy company Nuon in 2009, as well as its subsequent sale of Nuon Deutschland.

Allen & Overy projects and infrastructure partner Conrad Andersen and M&A partner Susan Howard in London are representing the investor consortium on its deal with Vattenfall, along with senior partner Johan Aalto and M&A Rabbe Sittnikow, debt finance partner Markus Bremer, antitrust partner Tapani Manninen, and IP partner Panu Siitonen from Scandinavian firm Hannes Snellman.

The consortium includes British private equity firm 3i Group, the infrastructure unit of Goldman Sachs, and Finnish pension fund Ilmarinen Mutual. The Daily Deal reports that GS Infrastructure Partners and 3i will each own 45 percent of the assets, with the remaining 10 percent stake being held by Helsinki-based Ilmarinen.

Helen Croke, a corporate partner at British firm Travers Smith in London, is advising 3i on its share of the transaction, along with 3i general counsel Kevin Dunn and senior counsel for infrastructure Jim Stoner. Jaakko Hietala, the head of the Finnish real estate group at Bird & Bird, is advising Ilmarinen along with the head of the British firm's Finnish EU and competition practice Katia Duncker in Helsinki. Sullivan & Cromwell is representing Goldman Sachs.

Clifford Chance represented a rival bidder group that lost out to the winning consortium.

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