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June 19, 2009 5:40 AM

Dealmaker of the Week: Alison Ressler of Sullivan & Cromwell

Posted by Julie Triedman

Ressler In January, Barclays tapped Alison Ressler, a 25-year Sullivan & Cromwell veteran, to help it sell iShares, an exchange traded funds unit of Barclays Global Investors in a deal designed to shore up capital for the U.K. banking giant.

British regulators, informed of Barclays's plans, gave the bank a clean bill of health in late March, and after weeks of negotiations, Barclays announced it was selling iShares to CVC Capital Partners for $4.4 billion.

But for Barclays, the CVC deal was far from perfect. It was less money than the bank had hoped for and presented the daunting task of disentangling iShares from 20 other BGI companies, a challenge that became the subject of a 1,000-page document.

However, Ressler and her chief deputy, Eric Krautheimer, had won an important concession from CVC: Barclays had 45 business days to look for a better offer, a process known as a "go-shop" period. Under a tight deadline, Ressler and her team raced to evaluate the best structure for a larger deal, analyzing regulatory requirements in every country where BGI operates.

During that time, Ressler's team of 45 lawyers spread across three time zones negotiated 15 separate agreements with CVC, BlackRock Inc., and other bidders. (The other bidders have not been made public.) Working around the clock, Ressler escaped for a few days to attend her son's high school graduation in California, but confesses spending much of the trip on conference calls and e-mail.

Last Thursday, BlackRock finally signed an agreement to buy BGI for $13.5 billion in cash and shares--more than triple what it would have made selling just iShares to CVC. CVC had until mid-June to respond with a counteroffer. But on Tuesday, CVC waved its rights, opting for a $175 million breakup fee instead.

The BGI sale will lift Barclays's capital base by 1.5 percent to 8 percent, news reports say. It will singlehandedly launch BlackRock to the top of the heap as the world's largest fund management business, with $2.7 trillion in assets under management.

And for Barclays, it's more than just a sale. Under the agreement, the bank will get a 19.9 percent stake in BlackRock and its president and CEO will serve on BlackRock's board of directors.

"It was the most intense, the most complex, and the craziest deal I've ever worked on," says Ressler, 51, who has worked on some of the toughest transactions in the past two decades, including a private equity consortium's acquisition of Clear Channel Communications. "I had to make sure we didn't miss any pieces."

Despite the challenges, Ressler ran her team like a director leading an orchestra, says Matthew Dobson, Barclays's head of corporate legal. "People came in, and they knew what they were supposed to be doing," he says. "A lot of credit for that has to go to Alison."


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

Recent Profiles

George Panagakis of Skadden Arps, 6/5/09

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David Lakhdhir of Paul Weiss, 5/8/09

Joshua Rubenstein of Katten Muchin Rosenman, R. Andrew Boose of Davis Wright Tremaine, 4/24/09

Robert Profusek of Jones Day, 4/17/09

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