The Work

April 20, 2009 1:48 PM

Skadden, Simpson on UBS Brazil Sale

Posted by Zach Lowe

On April 4 Alan Myers of Skadden, Arps, Slate, Meagher & Flom, on vacation in Australia, began digging through the e-mails that had accumulated while he was scuba diving off the coast of Papua New Guinea, out of BlackBerry range.

One was from Jon Bisgaier, a former Skadden partner who left the firm last year to join BTG Investments in Brazil, which is led by several high-level executives formerly of UBS's Brazilian unit, Banco Pactual. Some of these execs had been at Banco Pactual when UBS purchased it in 2006, Myers says. Now their new company, BTG, wanted to buy Banco Pactual. Bisgaier's e-mails said BTG was ready for Myers to get to work when he was back in cell phone range.

Luckily, Myers's vacation was scheduled to end the next day. He flew from Australia to Los Angeles that Sunday--essentially gaining a day because of the time difference, he says--and went to work when he arrived in New York that evening. 

A week later--on Sunday, April 12--the fruits of Myers's work landed on the desk of Gary Horowitz at Simpson Thacher & Bartlett in the form of an offer to buy Banco Pactual for around $2.5 billion. UBS, which has written down about $50 billion in losses, is looking to raise capital and cut its work force in order to save money, according to The Wall Street Journal.

Over one furious week of work, Horowitz and the UBS team worked with Myers and the BTG side to cram out the deal announced today. Both lawyers say they were happy to have the assignment.

"It was as pleasant to work on as any deal done in such a compressed time frame," Myers says.

"We're deal junkies," Horowitz says, "and this is like getting our fix."

The deal was a friendly one, but it involved a lot of fast lawyering, Myers and Horowitz say. Under the terms of UBS's 2006 purchase of Banco Pactual, the Swiss bank still owed several rights and obligations to members of BTG, Horowitz says. It was unclear what to do with those obligations now that the BTG executives were buyers rather than sellers. The lawyers had to take the obligations one by one and sort them out, Horowitz says.

"That's what made for some intensive lawyering here," he says.

Both firms were in familiar territory on the deal. Skadden represented Banco Pactual on its 2006 sale to UBS, and Simpson advised UBS on that acquisition, Myers and Horowitz say.

Partners Paul Schnell and Sally Thurston were on the Skadden team along with Myers, the firm said.

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