The Work

November 8, 2011 7:42 PM

Four Firms Grab Roles on Asset Sales by BoA, Kodak

Posted by Brian Baxter

Kirkland & Ellis, Shearman & Sterling, Bingham McCutchen, and Harter Secrest & Emery are advising on asset sales announced this week by Bank of America and Eastman Kodak.

Facing a slumping stock price, declining revenues, and doubts among investors about the company's future direction, Kodak announced Monday that it would sell its image-sensor solutions business to private equity firm Platinum Equity for an undisclosed sum. Reuters reports that selling the unit will give Kodak some much-needed cash as it seeks to increase revenue and avert a possible bankruptcy filing.

The Am Law Daily reported in September that Rochester, New York–based Kodak has retained Jones Day as restructuring counsel while it considers how to raise capital and avoid insolvency or a hostile takeover. The move came a month after Kodak retained the services of Wachtell, Lipton, Rosen & Katz to protect $2.9 billion in tax credits it would need to offset income if it ever chose to sell some or all of its digital patent portfolio. That intellectual property portfolio now exceeds the revenue generated by Kodak's operations, according to sibling publication Corporate Counsel.

The struggling imaging and photographic materials maker has turned to Harter Secrest for outside counsel on the sale of its image sensor unit. The firm, which is also based in Rochester, advised Kodak last month on a licensing deal with Imax, according to our previous reports. Harter Secrest lawyers have also been appearing in federal court in Rochester on behalf of Kodak in a dispute with an ink supplier seeking to scuttle a contract with the company, according to local news reports.

Kodak's general counsel is Laura Quatela, who became the company's top in-house lawyer in November 2010. Joel Seligman, the president of the University of Rochester and a former law professor, serves on Kodak's board of directors.

Beverly Hills–based Platinum turned to Bingham for outside counsel on the deal with Kodak. The firm has a longtime relationship with Platinum, most recently advising the private equity firm's founder Tom Gores earlier this year on his purchase of the NBA's Detroit Pistons.

Leading the Bingham team on the Kodak transaction are private equity practice coleader James Loss, commercial real estate and finance partner Mark Oland, intellectual property partner Steven Frank, financial restructuring cohead Michael Reilly, financial restructuring partner Julia Frost-Davies, litigation and bankruptcy partner Andrew Gallo, deputy financial services chair Amy Kyle, corporate partners Todd Hentges and Steven Taibl, and corporate finance and financial restructuring partner Jan Bayer. Platinum's general counsel is Eva Kalawski.

In another major asset sale announced by an embattled company Monday, Bank of America agreed to sell its NPC International unit to a company formed by Stamford, Connecticut–based private equity firm Olympus Partners, which will pay about $755 million for the restaurant franchisee.

Charlotte-based Bank of America has been busy in recent months selling assets to raise capital, most recently tapping Canadian firm Blake, Cassels & Graydon for the $8.7 billion sale of its Canada-based credit card business in August. That same month, Cleary Gottlieb Steen & Hamilton advised Bank of America on the $8.3 billion sale of half of its stake in China Construction Bank (CCB).

The Wall Street Journal reported Monday that Bank of America was weighing a further reduction of its stake in CCB, but was proceeding with its sale of Overland Park, Kansas–based NPC to Olympus. Bank of America acquired NPC, which operates more than 1,100 Pizza Hut restaurants in nearly 30 states, through its $50 billion acquisition of Merrill Lynch back in 2008. Merrill Lynch's private equity arm bought NPC in 2006 for $615 million.

Shearman, which advised Merrill on its acquisition by Bank of America three years ago, is advising NPC on its sale to Olympus. Shearman M&A partners John Marzulli, Jr., and Robert Katz, finance partner Monica Holland, employee benefits partner Doreen Lilienfeld, tax partner Don Lonczak, real estate partner Chris Smith, and real estate and environmental counsel Jason Pratt are leading a team from the firm working on the deal. Merrill's former general counsel Rosemary Berkery, now a vice-chairman at UBS, began her legal career at Shearman.

Kirkland corporate partners John Schoenfeld, Robert Kiburz, and Roger Rhoten, and banking and finance partners Jason Kanner and Christopher Bennett are advising Olympus on the acquisition of NPC. Olympus is a longtime client of the firm.

Bloomberg reports the sale of NPC is expected to close by the end of 2011.

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