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January 16, 2009 5:30 AM

Dealmaker of the Week: Davis Polk & Wardwell's George "Gar" Bason

Posted by Julie Triedman


BasonGar You might call Davis Polk & Wardwell's George "Gar" Bason, Jr., the Citi lawyer who never sleeps.

In recent weeks, as the extent of Citigroup Inc.'s problems have emerged, and as the company's share price has tumbled to the low single digits, Bason has been putting in a lot of late nights for his client, negotiating a deal announced earlier this week. In an attempt to shore up its core business and boost investor confidence, on Tuesday Citi and Morgan Stanley reached a definitive joint venture agreement to create a new brokerage unit to be known as Morgan Stanley Smith Barney.

The deal is, not surprisingly, a good news/bad news situation for Citi. The banking behemoth will lose control over its prized Smith Barney broker unit, instead claiming a 49 percent stake in the new business. But it gets a major cash boost from the venture. In addition to the $2.7 billion up-front payment by Morgan, Citi will receive a $5.8 billion after-tax accounting gain from writing up the value of Smith Barney, according to Bloomberg.

Bason, 54, who heads the M&A group at Davis Polk, led a team of 29 lawyers on the deal, including the firm's top tax, M&A, and bank regulatory practitioners. The lawyers worked straight through the winter holidays, given severe time constraints to work out an agreement. Such negotiations typically take three to six months, says Bason; this deal was wrought in a much more compressed time frame. And, he adds, there were additional challenges given the nature of the brokerage business. The commercial agreements and negotiating the rules "are hugely complicated," he notes. (The deal faces some pressure from lawmakers, as the New York Times's DealBook has reported.)

This is the second major assignment Bason's tackled for Citi since the financial crisis hit in September. In November he led Citi's outside legal team in negotiating a package of capital investments and a $306 billion backstop with the U.S. Treasury. That deal was structured so that the government's investment did not force shareholders to take a huge hit on their stock positions--unlike the bailouts for Bear Stearns, Fannie Mae, and Freddie Mac. (Citi has tapped Davis Polk on several matters stemming from the financial crisis, as covered in this month's issue of The American Lawyer.)

When asked about the demands of the job, Bason seems to take it all in stride, describing the work as "a thrill."

Good attitude, we say, especially if the various deals Citi reportedly is contemplating materialize--that might mean a few more sleepless nights.


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

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