The Work

January 2, 2012 6:56 PM

MetLife-GE Bank Deal, Other Transactions Keep Firms Busy During End-of-Year Lull

Posted by Tom Huddleston Jr.

UPDATE: 1/3/12, 6:00 p.m. EST. Lawyers from Skadden and Weil Gotshal are involved in the Fushi Copperweld bid. Their information has been added in the final two paragraphs. Also, information regarding K&L Gates's involvement in MetLife's sale of banking assets has been added in the eight paragraph.

MetLife said last week that it will sell most of the deposits held by its banking unit to General Electric's finance arm as the big insurer aims to escape the regulatory oversight related to the passage of the Dodd-Frank Act.

GE Capital Financial will acquire about $7.5 billion in MetLife Bank deposits. The transaction, which includes certificates of deposit and money market accounts, is expected to close in the second quarter of 2012. Terms of the deal, announced December 27, were not disclosed.

Last summer, New York–based MetLife announced plans to exit the banking business after the Federal Reserve denied its attempts to increase its annual dividend, according to our prior reporting. Without the banking business, MetLife would no longer be subject to regulatory oversight made more stringent by the passing of the Dodd-Frank Act. MetLife Bank said it still has a little more than $3 billion in deposits associated with a mortgage business that it plans to sell off in the next six months.

GE Capital is represented by Gibson, Dunn & Crutcher. The firm's team is led by New York corporate partner Steven Shoemate and Washington, D.C.–based financial institutions partner Cantwell Muckenfuss III.

GE Capital's general counsel, Keith Morgan, is a former Gibson, Dunn partner. While based in London, he served as managing partner of the firm's London, Paris, and Riyadh offices.

Wachtell, Lipton, Rosen & Katz is advising MetLife, led by corporate partners Adam Emmerich and David Lam, along with corporate of counsel Patricia Robinson. Executive compensation and benefits partners Michael Segal and David Kahan and tax partner Joshua Holmes are also working on the deal.

Nicholas Latrenta is general counsel for MetLife.

In July, we reported that Wachtell and K&L Gates would handle MetLife's exit from the banking business. A K&L Gates spokesman told The Am Law Daily that the firm is representing the insurer in the planned sale of deposits associated with its mortgage business.

Jones Day Lands Role in Shale Deal

Chesapeake Midstream Partners (CMP) announced plans last week to acquire Marcellus Shale midstream assets from affiliate Chesapeake Midstream Development (CMD) for $865 million in cash and stock.

Both companies are subsidiaries of Oklahoma City–based Chesapeake Energy Corporation, the nation's second-largest producer of natural gas. CMP will pay $600 million in cash, and an additional $265 million in stock, to acquire CMD subsidiary Appalachia Midstream Services. By acquiring Appalachia, CMP is picking up almost 200 miles of pipeline in the Marcellus Shale formation, which includes natural gas reserves found throughout the Appalachian Basin. 

The transaction has been approved by CMP's board and a conflicts committee of independent directors. That committe is being advised by Delaware firm Richards, Layton & Finger, CMP announced.

Jones Day is representing CMP in the deal, with a team led by Houston-based energy partner Jeffrey Schlegel. He is joined by Dallas-based tax partner Todd Wallace, Chicago environmental partner Charles Wehland, and Houston energy regulatory partner Jason Leif.

According to Schlegel, Oklahoma City firm Commercial Law Group advised CMD on its sale of Appalachia. As we have reported in the past, Chesapeake Energy is a longtime client of Commercial Law Group. The firm advised Chesapeake in February on its $4.75 billion sale of Fayetteville Shale interests to BHP Billiton. (M&A partner C. Ray Lees was named Dealmaker of the Week for his role in that transaction.)

Lees did not respond to a request for further information on the firm's role in the sale of Appalachia.

Ropes and Gibson, Dunn Advising on Offer to Take Fushi Copperweld Private

Beijing-based copper wire and cable company Fushi Copperweld announced on Wednesday that it has received an increased takeover offer from a group that includes its chairman, Li Fu, and investment firms Abax Global Capital and TPG Growth Asia.

The bid is worth $9.50 per Fushi share and values the company at $363 million, according to The Wall Street Journal. That figure—which represents a 26.3 percent premium over Fushi's December 27 closing price—is up from a previous bid of $9.25, which the group submitted in November.

Ropes & Gray is advising TPG Growth (an affiliate of TPG Capital) on the proposal, with a team that includes Hong Kong–based private equity partners Brian Schwarzwalder and Scott Jalowayski, as well as Boston-based private equity partner Taylor Hart.

Gibson, Dunn & Crutcher is counsel to the special committee of Fushi's board that is weighing the group's offer. M&A partners Dennis Friedman and Eduardo Gallardo are working on the matter for Gibson, Dunn, according to regulatory filings.

Skadden, Arps, Slate, Meagher & Flom is representing Li Fu in the deal, led by Los Angeles M&A partner Michael Gisser and Beijing corporate partner Peter Huang.

Hong Kong-based Weil, Gotshal & Manges M&A partner Akiko Mikumo is handling the matter for Abax.

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