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November 7, 2008 5:45 AM

Dealmaker of the Week: Verizon's John Thorne

Posted by Julie Triedman

Thorne_2 Verizon Communications Inc. senior vice president and deputy general counsel John Thorne has had a lot on his plate recently.

On June 5, Verizon announced plans to acquire Alltel Corp., a wireless company that went private last year in a $27 billion leveraged buyout by TPG Capital and the buyout arm of Goldman Sachs. From the beginning, it was a given that antitrust regulators at Justice would look at the proposed $28 billion Verizon-Alltel deal under a microscope--and that it would take some time.

Antitrust review in Verizon's 2005 merger with MCI Inc. dragged on for a year. Given the credit crisis and the plunging stock market, neither Verizon nor Alltel had that kind of time for this deal. With about $22 billion of debt on the earlier buyout, Alltel's owners were under pressure to drum up cash. Verizon, for its part, was eager to reap the cost savings and greater penetration into rural markets that it believed the merger would offer.

To get the ball rolling, Verizon looked to its own experienced inhouse antitrust team. Thorne, 51, a onetime Kirkland & Ellis associate with 20 years experience at the telecom and its predecessor company, has long played a hands-on role in antitrust matters, say outside counsel who have worked with him.

"John's going to roll the snowballs himself," noted Stephen Axinn of Axinn, Veltrop & Harkrider in 2005 in The Deal. In addition to working closely on the MCI acquisition, Thorne played a leading role in winning removal of the 1990 AT&T breakup decree that banned the Baby Bells from providing information services. He was counsel of record in three antitrust cases that went before the Supreme Court, and won all three on the basis that the plaintiffs had failed to state an antitrust claim.

Thorne "is very hands-on, very smart, and very decisive," says A. Douglas Melamed, an antitrust partner at Wilmer Cutler Pickering Hale and Dorr who worked with Thorne on the current matter as well as on earlier merger reviews.

This time, says Melamed, Thorne's home team--which also included two associate general counsel, David Wheeler and Robert Griffen, plus antitrust counsel Kristan McMahon--played an even larger role than usual. As The Am Law Daily noted earlier this week, Thorne's team conducted key meetings and drafted the bulk of the market analyses. And Thorne--who calls the acquisition one of the most complicated analyses he has ever been involved in--was chief strategist and led oral arguments before Justice's antitrust division.

Verizon's inhouse lawyers, assisted by Melamed's Wilmer team, pinpointed and then conducted market analyses of more than 100 small geographical areas that were deemed problematic. Verizon agreed to divest itself of Alltel-owned assets in 100 such markets in 22 states; Justice liked Verizon's analysis and OKd the deal. 

The divestitures "are among the most extensive required by [Justice] in a wireless case," said assistant attorney general of the antitrust division Thomas Barnett in a statement.

The final hurdle was cleared Tuesday, when the Federal Communications Commission, in a 5-0 vote, gave conditional clearance to the Alltel acquisition. (Thorne says he played less of a role in the FCC matter.)

Approvals in hand, Verizon Wireless--even with the planned divestitures--is on track to become the country's largest wireless-service provider.


Dealmaker of the Week is published Fridays in The Am Law Daily.

George Kahale and Eric Gilioli of Curtis, Mallet-Prevost, 10/31/08

Gilbert + Tobin's Gina Cass-Gottlieb, 10/24/08

Davis Polk's Diane Kerr, 10/17/08

Slaughter and May's Nigel Boardman,10/10/08

S&C's Mitchell Eitel,10/3/08

Munger Tolles's Robert Denham,9/26/08

S&C's H. Rodgin Cohen, 9/19/08

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