Mergers and Acquisitions
Representative recent mergers and acquisitions transactions include:
BMC Software/Insight Venture Partners: In May 2013, we represented Insight Venture Partners in the $6.9 Billion consortium acquisition of BMC Software. With revenue of $2.2 billion (as of FY ended 3/31/13), BMC manages business services and applications across distributed, mainframe, virtual and cloud environments for more than 20,000 IT organizations in over 120 countries.
Auxilium/Actient: In April 2013, we represented Auxilium Pharmaceuticals, Inc., a specialty biopharmaceutical company, in its acquisition of private urology specialty therapeutics company Actient Holdings LLC, for a total enterprise value of up to $657 million.
Protective/MONY/AXA: In April 2013, we represented Protective Life Corporation in its $1.06 billion acquisition of MONY Life Insurance Company and the reinsurance of certain business of MONY Life Insurance Company of America from affiliates of AXA S.A.
American Greetings/Founding Family: In April 2013, we represented Peter J. Solomon Company, financial advisor to the Special Committee of the Board of Directors of card maker American Greetings Corporation, in the pending $878 million buyout of the company by its founding family and related persons and entities. With annual revenue of approximately $1.7 billion, Cleveland, OH-based American Greetings’ products can be found in retail outlets worldwide.
Aquiline/Genstar/Genworth: In March 2013, we represented Aquiline Capital Partners LLC and Genstar Capital LLC in their agreement to acquire Genworth Financial Inc.’s Wealth Management business for $412.5 million. The acquisition includes both of Genworth’s Wealth Management businesses: Genworth Financial Wealth Management, an investment management and consulting platform, and Altegris, a provider of premier alternative investments.
Aberdeen Asset Management/Artio Global: In February 2013, we represented Aberdeen Asset Management PLC in its $175 million acquisition of Artio Global Investors Inc. Listed on the London Stock Exchange, Aberdeen is a global asset management company managing $314 billion (as of December 31, 2012) of third-party assets from offices around the world. Artio Global Investors Inc. is the indirect holding company of New York City-based Artio Global Management LLC, a registered investment adviser that actively invests in global fixed income and equity markets primarily for institutional and intermediary clients.
H.J. Heinz/Berkshire Hathaway/3G Capital: In February 2013, we represented BofA Merrill Lynch, financial advisors to H.J. Heinz Company, in the pending $28 billion acquisition of the iconic maker of ketchup and other food products by Berkshire Hathaway and 3G Capital.
Taro Pharmaceutical Industries Ltd./Sun Pharma: In February 2013, we represented the Special Committee of Taro Pharmaceutical Industries Ltd.’s Board of Directors in connection with the mutually agreed upon termination of the previously announced buyout agreement with majority shareholder Sun Pharmaceutical Industries Ltd. Based in Israel, Taro is a multinational, science-based pharmaceutical company focused on discovering, developing, manufacturing and marketing healthcare products. India-based Sun Pharma is an international, integrated, specialty pharmaceutical company.
Aviva plc/Aviva USA/Athene Holding: In December 2012, we represented Aviva plc in its $1.8 billion sale of Aviva USA Corporation, its U.S. life and annuities business and related asset management operations, to Athene Holding Ltd, a life insurance holding subsidiary of Apollo Global Management LLC. The sale was the largest M&A transaction in the life insurance industry in 2012. Aviva is the UK’s largest insurer and one of Europe’s leading providers of life and general insurance, providing 43 million customers with insurance, savings and investment products. With more than 1,800 employees, West Des Moines, Iowa-based Aviva USA provides indexed life insurance and indexed annuities to over 930,000 customers.
FSV Payment Systems/U.S. Bank: In December 2012, we represented FSV Payment Systems, a Florida-based prepaid card processing company, in the closing of its sale to U.S. Bank, the fifth largest U.S. commercial bank.
PAI partners/IPH: In December 2012, we advised PAI partners in its agreement to acquire IPH, the French leader in industrial supply distribution, from Investcorp. The acquisition will allow IPH to pursue its market consolidation strategy in France, as well as in other parts of Europe.
Scotsman/ALI Group/Warburg Pincus: In November 2012, we represented Scotsman Industries, the world’s largest commercial ice machine company, in its acquisition by ALI Group, a Milan, Italy-based diversified food service equipment manufacturer, from an affiliate of Warburg Pincus. Based in Vernon Hills, IL, Scotsman has five manufacturing facilities, over 800 employees, more than 5,000 service technicians and sales in over 100 countries.
Turner Broadcasting/Bleacher Report: In August 2012, we represented Turner Broadcasting System, Inc. in its acquisition of Bleacher Report (B/R), one of the fastest growing sports media websites in the United States. With a monthly audience of more than 10 million unique visitors and an editorial team that leads more than 2,000 core contributors, B/R is the Web's leading publisher of original and entertaining sports content. Turner Sports, a division of Turner Broadcasting System, Inc., is an industry leader in televised and online sports programming.
OppenheimerFunds/SteelPath: In July 2012, we represented OppenheimerFunds, Inc., one of the nation's largest and most respected investment management companies, in its agreement to purchase SteelPath Capital Management and SteelPath Fund Advisors (SteelPath), a leading energy infrastructure investments company focused on the Master Limited Partnership (MLP) sector. With approximately $2.6 billion in assets under management (as of June 30, 2012), Dallas, TX-based SteelPath offers MLP-focused mutual funds as well as privately available products. OppenheimerFunds, including subsidiaries, manages more than $176 billion in assets (also as of June 30, 2012).
Loral Space/MDA: In June 2012, we represented Loral Space & Communications Inc. in its agreement to sell wholly owned subsidiary Space Systems/Loral (SS/L), Loral’s satellite manufacturing unit, to Canada-based MacDonald, Dettwiler and Associates Ltd., in a deal with a total enterprise value of over $1 billion. Headquartered in New York City, Loral is a world-class leader in the design and manufacture of satellites and satellite systems for commercial and government applications.
Folhamatic Group/Sage Group plc: In June 2012, we represented Folhamatic Group, a leading Brazil-based tax and accounting software company, in UK-based Sage Group plc’s agreement to acquire a controlling interest in Folhamatic.
Kenneth Cole/Kenneth Cole Productions, Inc.: In June 2012, we represented fashion designer Kenneth Cole, Chairman and Chief Creative Officer of Kenneth Cole Productions, Inc., in his acquisition of the company, a going-private transaction with a total enterprise value of approximately $245 million. Kenneth Cole Productions, Inc. designs, sources, and markets a broad range of footwear, handbags, apparel and accessories under the brand names Kenneth Cole New York, Kenneth Cole Reaction, and Unlisted, as well as footwear under the proprietary trademark Gentle Souls.
Bed Bath & Beyond Inc./Cost Plus, Inc.: In May 2012, we represented Peter J. Solomon Company, financial advisor to discount home furnishing chain Cost Plus, in the $495 million acquisition of Cost Plus by home goods retailer Bed Bath & Beyond.
AlixPartners LLP/CVC Capital Partners: In April 2012, we represented AlixPartners’ founder Jay Alix in the recapitalization of AlixPartners LLP, whereby funds affiliated with CVC Capital Partners agreed to acquire a majority stake in the global business advisory firm. AlixPartners, with about 950 professionals in 17 offices around the world, provides comprehensive advisory services in the areas of enterprise improvement, turnaround and restructuring, financial advisory services and information management.
Ariel Re/Goldman Sachs Reinsurance Group: In April 2012, we represented Ariel Holdings Ltd. and Ariel Reinsurance Company, Ltd. (Ariel Re) in the sale of Ariel Re’s insurance and reinsurance operations to an affiliate of The Goldman Sachs Reinsurance Group. As a result of this transaction, Ariel Re’s existing business is now reinsured by Goldman Sachs Reinsurance Group’s Lloyd’s syndicate, Arrow 1910, and the majority of Ariel Re’s Bermuda-based staff has transferred to the combined organization. Ariel Holdings Ltd. is owned by a consortium of private equity groups.
AboveNet, Inc./Zayo Group LLC: In March 2012, we served as legal counsel to AboveNet’s Board of Directors in the definitive agreement for White Plains, New York-based AboveNet, a provider of high bandwidth connectivity solutions for businesses and carriers, to be acquired for approximately $2.2 billion by Louisville, Colorado-based Zayo, a privately owned national provider of fiber-based bandwidth infrastructure and network-neutral colocation and interconnection services.
Insight Venture Partners/Quest Software: In March 2012, we represented Insight Venture Partners in the $2 billion buyout agreement to take Quest Software, Inc. private. Established in 1987, Quest provides IT management solutions for more than 100,000 global customers. New York-based Insight Venture Partners is a leading private equity and venture capital firm focused on the global software, Internet and data-services industries.
Ventas, Inc./Cogdell Spencer Inc.: In December 2011, we represented Ventas, Inc., the leading healthcare real estate investment trust (REIT) in the United States, in its acquisition of Charlotte-based Cogdell Spencer Inc., a REIT focused on medical facilities, for approximately $770 million including debt.
SpectrumCo, LLC/Verizon Wireless: In December 2011, we represented Comcast Corporation, lead member with Time Warner Cable and Bright House networks in the joint venture SpectrumCo, on the FCC regulatory aspects of SpectrumCo’s pending $3.6 billion sale of 122 Advanced Wireless Services spectrum licenses covering 259 million points-of-presence (POPs) to Verizon Wireless. Comcast owns 63.6% of SpectrumCo and will receive approximately $2.3 billion from the sale, which is expected to ensure that the available spectrum for mobile services can be used effectively to meet the rapidly increasing demand for consumer demand for wireless services and bandwidth.
Morgan Stanley/Saxon Mortgage Services, Inc./Ocwen Financial Corporation: In October 2011, we advised Morgan Stanley, the sixth-largest U.S. bank by assets, on the sale of its mortgage servicing arm Saxon to Ocwen Financial, the largest subprime mortgage servicer in the U.S. Under the terms of the transaction, Ocwen agreed to pay a base purchase price of $59.3 million plus an estimated $1.4 billion for servicing advance receivables outstanding.
C&D Technologies/Angelo, Gordon & Co.: In October 2011, we represented C&D Technologies, Inc. in its acquisition by an affiliate of investment firm Angelo, Gordon & Co. Based in Blue Bell, PA, C&D is a leading manufacturer, marketer and distributor of electrical power storage systems for the standby power storage market.
DailyDeal/Google/Insight Venture Partners: In September 2011, we represented Insight Venture Partners as selling shareholder in Google’s acquisition of Berlin-based daily bargains website DailyDeal GmbH. Competing with Groupon, LivingSocial and others in Germany, DailyDeal offers discount deals for restaurants, travel destinations, entertainment venues and retail outlets in more than 90 cities in Germany, Austria, Switzerland and the United States. Founded in 2009, the company has grown to about 200 employees.
Bloomberg/The Bureau of National Affairs (BNA): In September 2011, we advised the New York–based media and financial data company on its $990M all-cash acquisition of BNA, a public, employee-owned provider of information to clients in government, business, and academia.
M&F Worldwide Corp. (MFW)/MacAndrews & Forbes Holdings Inc.: Represented the special committee of MFW in connection with its $483 million merger agreement with MacAndrews & Forbes, announced in September 2011. The deal calls for MFW, a holding company that owns Harland Clarke, Harland Financial Solutions, Scantron and Mafco Worldwide, to be merged with a subsidiary of MacAndrews & Forbes.
Insight Venture Partners-Ticket Monster/LivingSocial: In August 2011, we provided counsel on the disposition of Insight portfolio company Ticket Monster, South Korea's top social commerce site, to Washington-based LivingSocial, the second-largest deals provider after Groupon.
TPG Capital and Leonard Green/Palms Casino Resort: Represented the two private equity firms in their announced acquisition of a controlling stake of the Palms Casino Resort in exchange for their affiliates’ approximately $440 million in secured debt of the Las Vegas property. (Ongoing as of July 2011.)
Tinopolis Group/Two U.S-based Television Production Companies: We have represented Vitruvian Partners-backed Tinopolis, one of the UK’s largest independent media producers and distributors, in its diversification and strategic growth acquisitions of U.S.-based TV production companies:
BASE Productions: In August 2011, we represented Tinopolis in its acquisition of Burbank, California-headquartered BASE, a vertically integrated television production company whose best known programs are Sport Science for ESPN, Known Universe and Fight Science for National Geographic, Police POV for Tru Tv and Fact or Faked: Paranormal Files.
A. Smith & Co Productions: In June 2011, we represented Tinopolis in its acquisition of Los Angeles-based A. Smith, which has developed and produced some of the most notable unscripted television programming seen around the world over the past decade. A. Smith & Co. is behind such titles as Paradise Hotel, The Swan, Trading Spaces, and Gordon Ramsay vehicles Hell’s Kitchen and Kitchen Nightmares.
Telcordia Technologies/Ericsson: In June 2011, we represented Telcordia Technologies Inc., Providence Equity Partners, LLC and Warburg Pincus in the pending $1.15 billion sale of Telcordia, a global leader in the development of mobile, broadband and enterprise communications software and services, to Ericsson, the world leader in telecommunications technology and service.
Allied World/Transatlantic: In June 2011, we represented Allied World Assurance Company Holdings, AG in its pending $8.5 billion merger agreement with Transatlantic Holdings, Inc. to create a leading, global specialty insurance and reinsurance company. Allied World, through its subsidiaries, is a global provider of innovative property, casualty and specialty insurance and reinsurance solutions, operating through a global network of branches and affiliates. Based in New York, Transatlantic Holdings, Inc. is a leading international reinsurance organization.
PAI partners/SPIE: In May 2011, we represented PAI partners in its €2.1 billion sale of French engineering company SPIE to a consortium led by Clayton, Dubilier & Rice together with AXA Private Equity and Caisse de dépôt et placement du Québec. SPIE is a leader in electrical and mechanical engineering and HVAC services, energy and communication systems. This transaction was one of the five transactions nominated by IFLR Europe for its 2012 "Private Equity Deal of the Year" award.
Fiat/Chrysler: In April 2011, we advised Fiat S.p.A in its $1.27 billion agreement to acquire an additional 16 percent stake in Chrysler, raising its ownership in the U.S. automaker from 30 to 46 percent on a fully diluted basis. Fiat acquired its initial stake in Chrysler upon Chrysler’s emergence from bankruptcy in 2009. In May 2011, the deal closed and Chrysler announced the refinancing and repayment of $7.6 billion in outstanding government loans, six years ahead of schedule. In June 2011, Fiat signed an agreement to acquire the U.S. government’s remaining interest in Chrysler, giving it majority control of Chrysler’s privately held shares.
Roth & Rau/ Meyer Burger Technology: In April 2011, we advised German solar power equipment company Roth & Rau AG on the voluntary public takeover offer from Meyer Burger Technology AG. The €22-per-share offer for all bearer shares represents a total acquisition value of approximately €350 million. Meyer Burger Group is one of the world's leading providers of innovative systems and production lines for photovoltaics in the solar industry, as well as for the semiconductor and optics (LED) industries.
Level 3 Communications/Global Crossing Limited: Willkie represented Level 3 Communications in its tax-free, stock-for-stock acquisition of Global Crossing Limited. The $3B transaction, announced in April 2011, creates a premier global communications provider with an owned network in more than 50 countries and connections to more than 70 countries.
Inspire Pharmaceutical/Merck: In April 2011, we represented Inspire Pharmaceuticals, Inc. in its $430 million acquisition by Merck (known as MSD outside the United States and Canada). Based in Raleigh, NC, Inspire is a specialty pharmaceutical company focused on developing and commercializing ophthalmic products. Operating in more than 140 countries, Merck is a global healthcare leader specializing in the areas of prescription medicines, vaccines, biologic therapies, and consumer care and animal health products.
Green Tree Credit Solutions/Walter Investment: In March 2011, we represented GTCS Holdings LLC (Green Tree), one of the nation’s largest third-party home loan servicers, in its approximately $1.07 billion sale to Walter Investment Management Corp. With about 1,900 employees, St. Paul, Minnesota-based Green Tree is a leading independent, fee-based business services company that provides high-touch, third-party servicing of credit-sensitive consumer loans. Based in Tampa, Fla, Walter Investment Management is an asset manager, mortgage servicer and mortgage portfolio owner specializing in less-than-prime, non-conforming and other credit-challenged mortgage assets.
Teva Pharmaceutical/Procter & Gamble (Joint Venture): In March 2011, we represented Teva in its joint venture with The Procter & Gamble Company to combine their over-the-counter consumer health care businesses in all markets outside of North America. The joint venture, named PGT Healthcare and headquartered in Switzerland, started from a solid base of approximately $1.3 billion in annual sales and stated the potential to reach $4 billion in annual sales toward the end of the decade.
Yoplait/General Mills/PAI: In March 2011, we represented European private equity firm PAI partners in the $1.1 billion sale of its 50 percent stake in Yoplait, the second largest yogurt maker in the world, to U.S.-based food company General Mills, one of the world’s largest food companies. This transaction was recognized as "Private Equity Deal of the Year" at the 2012 IFLR Europe Awards.
Ventas/Nationwide Health/Centerview: In February 2011, we represented Centerview Partners LLC, financial adviser to Ventas, Inc., in Ventas’s $7.4 billion acquisition of Nationwide Health Properties, Inc., creating the biggest healthcare real estate investment trust (REIT) in the United States. Ventas owns and operates more than 700 senior housing communities, skilled-nursing facilities and hospitals in 44 states. NHP is a publicly traded REIT that invests in senior housing facilities, long-term care facilities and medical office buildings throughout the United States.
Zurich Financial Services/Banco Santander: In February 2011, we represented Zurich Financial Services Group in its $1.67 billion deal to acquire a 51 percent stake in the Central and South American insurance operations of Madrid-based Banco Santander SA. The joint venture includes a 25-year strategic distribution agreement and provides Zurich with access to over 5,600 bank branches and an additional 36 million customers in the region. Zurich Financial Services Group is a leading multi-line insurance provider with about 60,000 employees serving customers in more than 170 countries.
Brookfield Asset Management/GGP/Fairholme: In January 2011, we represented Brookfield Asset Management, Inc. in its $1.7 billion acquisition of an additional interest in General Growth Properties Inc. from the Fairholme Fund. The transaction increased the Brookfield-led consortium's ownership of GGP from approximately 27% to 38%, with Fairholme exchanging its ownership stake in GGP for a 4.5% interest in Brookfield and $804 million in cash. One of the nation's largest real estate investment trusts, GGP owns, operates and manages shopping malls in 43 states and has ownership and management interests in more than 180 regional shopping malls totaling approximately 200 million square feet of retail space.
Novartis AG/Alcon/Credit Suisse: In December 2010, we represented Credit Suisse, financial adviser to Novartis AG, in Novartis’s acquisition of the remaining 23% stake in Alcon, Inc. for $12.9 billion. The two-part acquisition represents the largest merger in Swiss history and is one of the largest buyouts in history. Alcon Inc. is a wholesaler and manufacturer of eye care products. Novartis manufactures pharmaceuticals as well as optical and ophthalmic products such as contact lenses.
Arkema/Total: In December 2010, we represented Arkema in its acquisition of the Coatings Resins (Cray Valley and Cook Composite Polymers) and Photocure Resins (Sartomer) businesses of Total SA for €550 million. Arkema is a world-class producer of industrial chemicals with annual sales of €4.4 billion, 13,800 employees, 80 industrial sites in more than 40 countries, and six research and development centers.
Eurand/Axcan/Warburg Pincus: In December 2010, we represented Warburg Pincus, as majority shareholder, in the $583 million sale of global specialty pharmaceutical company Eurand N.V. to Axcan Holdings, Inc., a leading pharmaceutical company focused on the treatment of gastrointestinal disorders.
Mercer/Hammond Associates: In November 2010, we represented Mercer in its agreement to acquire Hammond Associates, creating a new leader in investment consulting for endowments, foundations and the private wealth and health care markets. With more than 20,000 employees in more than 40 countries, Mercer, a wholly owned subsidiary of Marsh & McLennan Companies, Inc., is a global provider of consulting, outsourcing and investment services. St. Louis, Mo-based Hammond Associates is the third largest investment consulting firm in the U.S. focused on endowment and foundation clients.
J.Crew/Millard Drexler/TPG Capital/Leonard Green & Partners: In November 2010, we advised J.Crew Group, Inc. Chairman and CEO Millard Drexler as part of the buying group in the $3 billion acquisition of national retailer J.Crew. The retail chain was acquired by funds affiliated with TPG Capital and Leonard Green & Partners, L.P., with Mr. Drexler continuing as Chairman and CEO and maintaining a significant equity investment. With 250 retail stores, J.Crew is a multi-channel retailer of women's, men's and children's apparel, shoes and accessories.
RenaissanceRe/QBE: In November 2010, we represented RenaissanceRe Holdings Ltd. in the sale of its U.S. insurance business to QBE Holdings, Inc. for approximately $275 million.
Brookfield Asset Management/GGP: In November 2010, we represented Brookfield Asset Management as DIP lender and the cornerstone investor ($2.6 billion) that successfully -- in conjunction with other independent equity sponsors -- acquired a significant equity stake in General Growth Properties, Inc., upon its emergence from chapter 11. GGP, an over $30 billion REIT, issued equity under its confirmed plan of reorganization with a market value of approximately $9 billion. GGP, the country’s second-biggest shopping mall owner, has ownership and management interest in more than 183 regional shopping malls in 43 states as well as ownership interests in other rental properties.
Teva Pharmaceutical/Théramex: In October 2010, we advised Teva Pharmaceutical Industries Ltd. in its acquisition of Théramex and related companies from Merck Serono. With over €100 million in revenue in 2009, Théramex offers a wide variety of women's health products in the areas of gynecology, osteoporosis, peri-menopause, menopause and contraceptives sold in 50 countries worldwide. Headquartered in Israel, Teva is the world's largest generic drug maker, whom we have represented for over 25 years in dozens of acquisition transactions in the U.S. and Europe.
Centerbridge/GMAC/Lantern: In September 2010, we advised Centerbridge Capital Partners, L.P. and Lantern Asset Management in the acquisition of the resort finance business of GMAC Commercial Finance LLC, a subsidiary of Ally Financial Inc. The acquired business primarily consisted of a $1 billion portfolio of loans related to timeshare resorts throughout North America. Centerbridge, with approximately $12 billion in capital under management, invests across multiple strategies, including private equity and credit investments.
MedAssets/Broadlane Group: In September 2010, we advised MedAssets, Inc., a provider of healthcare supply chain management and revenue cycle management services in its acquisition of The Broadlane Group, a portfolio company of private equity firm TowerBrook Capital Partners and provider of healthcare supply chain management, strategic sourcing and consulting services, for $850 million.
Bristol-Meyers/ZymoGenetics/Warburg Pincus: In September 2010, we advised Warburg Pincus in its role as a significant shareholder in ZymoGenetics, Inc. in the $885 million acquisition of ZymoGenetics by global biopharmaceutical company Bristol-Myers Squibb. ZymoGenetics is a biopharmaceutical company focused on the development and commercialization of therapeutic proteins for the treatment of human diseases.
Cobalt/ADP: In July 2010, we represented Cobalt Holding Company in its agreement to be acquired by Automatic Data Processing, Inc., the leading provider of HR, payroll, and benefits administration services. Cobalt is a leading provider of automotive marketing services, and is majority owned by Warburg Pincus.
Covidien plc/ev3 Inc.: In June 2010, we represented ev3 Inc. in its $2.6 billion acquisition by Covidien plc. Willkie has advised ev3, which is dedicated to developing breakthrough and clinically proven technologies for the endovascular treatment of peripheral vascular and neurovascular diseases, since its founding in 2000.
Interactive Data Corp./Warburg Pincus: In May 2010, we represented Warburg Pincus in its $3.4 billion acquisition (with Silver Lake) of Interactive Data Corporation in one of the largest private equity buyouts in recent years. Financial institutions and active traders subscribe to Interactive Data’s fixed income evaluations, reference data and real-time market data.
Weiser/Mazars: In April 2010, we represented Weiser LLP, an audit and advisory firm with a strong presence in the northeastern United States, in its business combination with international audit and advisory services firm Mazars Group. Pursuant to the new arrangement, Weiser will become a Mazars member firm and be renamed WeiserMazars LLP. With the combination, Mazars will have member firm offices in 56 countries, served by 12,500 professionals, including over 680 partners.
Tommy Hilfiger/Phillips-Van Heusen/Peter J. Solomon: In March 2010, we represented Peter J. Solomon Company L.P., financial advisor to Phillips-Van Heusen Corporation, in PVH’s $3.17 billion acquisition of Tommy Hilfiger B.V. from private equity group Apax Partners L.P. The Tommy Hilfiger Group of Companies, which includes Tommy Hilfiger and Hilfiger Denim, is one of the world's most recognized designer apparel groups. PVH is the world's largest shirt and neckwear company.
Comcast/NBC Universal: We represented Comcast Corporation on FCC regulatory matters in connection with its $13.75 billion deal, announced in December 2009, to acquire a majority stake in NBC Universal from GE. Under the deal terms, Comcast gained 51 percent of a joint venture that now owns two broadcast networks, a host of cable channels (including Bravo, USA and MSNBC), the Universal movie studio, and theme parks -- with NBC’s properties valued at $30 billion. Comcast is one of the nation’s leading providers of entertainment, information and communication products and services.
Ares Capital/Allied Capital: In October 2009, we acted as asset management regulatory counsel to Ares Capital in its agreement to acquire Allied Capital Corporation in an all-stock transaction valued at $648 million. Ares Capital Corporation is a specialty finance company that provides integrated debt and equity financing solutions to U.S. middle-market companies. Both Ares Capital and Allied Capital are business development companies that are regulated under the Investment Company Act of 1940.
Delphi Corp./Collective of Tranche C Lenders: In October 2009, we represented the Collective of Tranche C Lenders in its $3.25 billion credit bid for, and restructuring of, Delphi Corporation. Willkie provided an inter disciplinary and multination approach in assisting the Collective of Tranche C Lenders in receiving substantial value for their debtor-in-possession loans to Delphi in connection with Delphi Holdings LLP’s completed acquisition of substantially all of Delphi Corporation’s global core businesses.
Bloomberg/BusinessWeek/McGraw-Hill: In October 2009, we represented Bloomberg L.P. in its agreement to acquire BusinessWeek from the McGraw-Hill Companies, Inc. BusinessWeek is the publisher of the world’s most widely read business weekly. Bloomberg’s media services cover the world with more than 2,200 news and multimedia professionals at 146 bureaus in 72 countries.
Sanofi-aventis/Fovea Pharmaceuticals: In September 2009, we represented Sanofi-aventis, a leading global pharmaceutical company, in its acquisition of Fovea Pharmaceuticals, a privately held French research and development biopharmaceutical company, for a total enterprise value of up to €370 million. Fovea has a portfolio of three clinical compounds, a unique technology platform and several discovery programs dedicated to ocular diseases.
Sepracor/Dainippon Sumitomo Pharma: In September 2009, we represented specialty drug maker Sepracor Inc. in its $2.6 billion acquisition by Japanese pharmaceutical manufacturer Dainippon Sumitomo Pharma Co., Ltd. (DSP). Sepracor is a fully integrated specialty pharmaceutical company dedicated to treating and preventing human disease by discovering, developing and commercializing innovative pharmaceutical products that are directed toward serving large and growing markets and unmet medical needs. Osaka-based DSP is a top-ten listed pharmaceutical company in Japan with a diverse portfolio of pharmaceutical, animal health and food and specialty products.
Macquarie Group/Delaware Investments: In August 2009, we represented Australian financial services firm Macquarie Group Ltd., as asset management regulatory counsel, in its $428 million acquisition of Delaware Investments from Lincoln Financial Group. One of the oldest asset management firms in the United States, Delaware Investments provides investment services to retail and institutional investors. Macquarie Group, with approximately 12,500 employees in more than 70 offices across 26 countries, is a global provider of banking, financial, advisory, investment and funds management services.
Ramius/Cowen: In June 2009, we represented Ramius LLC in its business combination with Cowen Group, Inc. to create a diversified financial serves company, operating under the Cowen Group name. Ramius is a privately owned global alternative investment firm with approximately $7.7 billion of assets under management, invested across a range of alternative investment vehicles. Cowen provides investment banking, equity research, sales and trading, and alternative asset management services to companies and institutional investor clients.
Stiefel Laboratories/GlaxoSmithKline: In April 2009, we represented Stiefel Laboratories Inc., the world’s largest independent dermatology company, in its acquisition by London-based GlaxoSmithKline plc in a deal valued at up to $3.6 billion. Stiefel, with nearly 3,500 employees worldwide, manufactures and markets a variety of prescription and nonprescription dermatological products in more than 100 countries. GlaxoSmithKline is one of the world’s leading research-based pharmaceutical and healthcare companies.
Farmers Group/21st Century Insurance/AIG: In April 2009, we represented Farmers Group, Inc. in its agreement to purchase the Personal Auto Group (which includes 21st Century Insurance Co.) of American International Group (AIG) for $1.9 billion. 21st Century Insurance Group, the wholly owned subsidiaries comprising AIG’s U.S. personal auto insurance business, operates in 49 states and Washington, D.C. It is the third largest traditional "direct" writer of insurance in the United States, insuring more than four million cars. Farmers, a Los Angeles-based subsidiary of Zurich Financial Services Group, is a leading, top-tier, multilines U.S. insurer of autos, homes, businesses, specialty products, life insurance and financial services.
Kimberly-Clark/Jackson Products: In April 2009, we represented Jackson Products, Inc., a privately held safety products company, in its acquisition by global safety and hygiene products manufacturer Kimberly-Clark Corporation. Jackson Products, Inc., commonly known as Jackson Safety, is a leading provider of welding safety products, personal protective equipment and work zone safety products. Until the sale, Jackson Products had been a portfolio company of the CapStreet Group, a Houston based middle-market buyout fund and Willkie client.
Metavante/Fidelity National/Warburg: In April 2009, we represented Warburg Pincus, a 25 percent stakeholder in Metavante Technologies, Inc., in the $2.94 billion stock-for-stock acquisition of Metavante by Fidelity National Information Services, Inc.
Live Nation/Ticketmaster: In February 2009, we represented Deutsche Bank Securities, one of the financial advisors to Live Nation, in Live Nation’s merger of equals with Ticketmaster Entertainment. The combined company, to be known as Live Nation Entertainment, has an enterprise value of approximately $2.5 billion.
SSP Offshore/IndyMac: In January 2009, we represented SSP Offshore LLC in the approximately $13.9 billion consortium buyout of IndyMac Federal Bank by IMB HoldCo., a thrift holding company controlled by IMB Management Holdings LP. Acquired assets included the retail bank headquartered in Pasadena, CA, with 33 branches located primarily in the Los Angeles area, about $6.5 billion in deposits, a $23 billion loan and securities portfolio, and a servicing platform with mortgage servicing rights representing an unpaid principal balance of $157.7 billion.
Neuberger Berman/Lehman Brothers: In December 2008, we represented Neuberger Berman on regulatory matters in connection with the acquisition by its senior management team from Lehman Brothers Holdings Inc. of a majority interest in Neuberger Berman’s business and the fixed income and the alternative asset management business of Lehman Brothers’ Investment Management Division. Neuberger at the time managed more than $230 billion in investments.
Jupitermedia/Getty Images: In October 2008, we represented Jupitermedia Corporation in its agreement to sell its online images business, Jupiterimages Corp., to photo and visual content distributor Getty Images, Inc. Jupitermedia is a leading global provider of images, news and original information, career Web sites and events for information technology, business, media and creative professionals.
Brussels Airlines/Lufthansa: In September 2008, we represented Brussels Airlines in the sale of a 45 percent stake in SN Airholding (the holding company that owns Brussels Airlines) for €65 million. Pursuant to the deal, Lufthansa has the option to fully acquire all of the Belgian carrier in 2011 for a price not exceeding €250 million. Brussels Airlines, created as a result of the merger of SN Brussels Airlines (SNBA) and Virgin Express, is the largest Belgian airline, with flights to over 50 destinations in 20 European countries as well as long-haul flights to East, Central and West Africa.
MidAmerican Energy/Constellation Energy: In September 2008, we represented MidAmerican Energy Holdings Company in its agreement to acquire Constellation Energy for approximately $4.7 billion. Constellation is the nation’s largest competitive supplier of electricity to large commercial and industrial customers and the nation’s largest wholesale power seller. MidAmerican, a unit of Warren Buffett's Berkshire Hathaway Inc., provides energy services to more than 6.9 million customers worldwide.
KKR & Co./KKR Private Equity Investors: We served as investment management counsel to Kohlberg Kravis Roberts & Co. in connection with its acquisition of KKR & Co. (Guernsey) L.P. (f/k/a KKR Private Equity Investors, L.P.) and the subsequent listing of its common units for trading on the New York Stock Exchange. KKR began trading on the NYSE on July 15, 2010 under the ticker symbol "KKR." KKR is a leading global asset manager focused on managing funds that make private equity investments in Noth America, Europe and Asia.
Teva/Barr Pharmaceuticals: In July 2008, we represented Teva Pharmaceutical Industries Ltd. in its acquisition of Barr Pharmaceuticals Inc. for $8.9 billion, including $1.5 billion of Barr debt. Barr is a global specialty pharmaceutical company and the world’s fourth largest generic drug company.
Bloomberg/Merrill Lynch: In July 2008, we represented Bloomberg LP in Merrill Lynch & Co.’s $4.425 billion sale of its 20 percent ownership of Bloomberg LP back to the financial data and news media company’s general partner, Bloomberg Inc.
Lev Pharmaceuticals, Inc./ViroPharma Incorporated: In July 2008, we represented Lev Pharmaceuticals, Inc. in its $617.5 million acquisition by ViroPharma Incorporated for a combination of cash, stock and contingent value right. Lev is a biopharmaceutical company focused on developing and commercializing therapeutic products for the treatment of inflammatory diseases. ViroPharma is a biopharmaceutical company dedicated to the development and commercialization of products that address serious diseases treated by physician specialists and in hospital settings.
Intermountain Gas/MDU Resources: In July 2008, we represented Intermountain Industries, Inc. in the $325 million sale of its wholly owned subsidiary Intermountain Gas Company to MDU Resources Group, Inc. Intermountain Gas serves more than 300,000 customers in 74 communities in Idaho. MDU Resources Group, Inc. provides value-added natural resource products and related services that are essential to energy and transportation infrastructure.
Allied World Assurance/Darwin Professional Underwriters: In June 2008, we represented Allied World Assurance Company Holdings, Ltd. in its approximately $550 million acquisition of Darwin Professional Underwriters, Inc. Darwin offers a wide array of specialty and primary professional lines coverages. Allied World, through its subsidiaries, is a global provider of insurance and reinsurance solutions, with offices in Bermuda, the United States and Europe.
Soros Fund Management/ConAgra: In June 2008, we represented Soros Fund Management LLC in the $2.8 billion investor consortium acquisition of ConAgra Trade Group, the commodity trading and merchandising operations of ConAgra Foods, Inc. ConAgra Foods is a packaged food company with numerous well-known brands including Chef Boyardee and Healthy Choice.
North Rhine-Westphalia/LEG: In June 2008, we represented the German state of North Rhine-Westphalia (NRW) in the approximately €3.5 billion auction sale of its residential property and project development company, Landesentwicklungsgesellschaft NRW (LEG), to Whitehall Funds in one of the largest German transactions in 2008. One of Germany’s largest property companies, LEG owns 93,000 units.
EDS/HP: In May 2008, we represented Electronic Data Systems Corp. (EDS) in its $13.9 billion acquisition by Hewlett-Packard Co. (HP). EDS founded the information technology outsourcing industry and is today a leading global technology services company delivering a broad portfolio of IT and business process outsourcing to clients in nearly every major industry and to governments around the world. With a portfolio that spans printing, personal computing, software, services and IT infrastructure, HP is among the world’s largest IT companies.
MedAssets/Accuro Healthcare Solutions: In April 2008, we represented MedAssets, Inc. in its approximately $350 million acquisition of Accuro Healthcare Solutions, Inc. Accuro is a leading provider of revenue cycle management solutions for hospitals and other healthcare providers. MedAssets partners with healthcare providers to improve their financial strength by implementing integrated spend management and revenue cycle solutions.
Lehman Brothers/David J. Greene and Company: In April 2008, we represented Lehman Brothers in its acquisition of David J. Greene and Company, LLC, a New York-based money management firm with approximately $2 billion in assets under management.
Teva/ Bentley Pharmaceuticals: In March 2008, we represented Teva Pharmaceutical Industries Ltd. in its approximately $360 million acquisition of Bentley Pharmaceuticals, Inc. Bentley manufactures and markets a portfolio of approximately 130 pharmaceutical products in various dosages and strengths, as both branded generic and generic products, to physicians, pharmacists and hospitals.
Kesa Electricals/Decomeubles Partners SAS: In January 2008, we represented an investor consortium composed of Colony Capital, Goldman Sachs and Merchant Equity Partners in its €550 million acquisition of BUT, the French furniture and electrical business of London-based Kesa Plc. The purchase was made by Decomeubles Partners SAS, which was backed by the consortium. Kesa is the third largest electrical retailing group by sales in Europe.
Teva/CoGenesys: In January 2008, we represented Teva Pharmaceutical Industries Ltd. in its $400 million acquisition of privately held biopharmaceutical company CoGenesys, Inc. With a broad-based biotechnology platform, CoGenesys focuses on the development of peptide- and protein-based medicines.
Pharmion/Celgene: In November 2007, we represented Pharmion Corp. in its $2.9 billion acquisition by Celgene Corp. Pharmion Corp. is a leading global oncology company focused on acquiring, developing and commercializing innovative products for the treatment of hematology and oncology patients in the United States, Europe and other international markets.
Aearo Technologies/3M: In November 2007, we represented Aearo Technologies Inc. as special regulatory counsel in its $1.2 billion acquisition by 3M Company. Willkie advised Aearo with respect to respirator liability, which was a significant component of the deal, and on antitrust and other matters. Aearo is one of the world's leading manufacturers and marketers of a broad range of personal protective equipment including hearing and eye protection and respirators.
Philadelphia Stock Exchange/NASDAQ: In November 2007, we represented The Philadelphia Stock Exchange (PHLX) in its $652 million acquisition by Nasdaq Stock Market, Inc. PHLX is the third largest options market in the United States and the nation's oldest stock exchange.
TECO Transport/Greenstreet Equity: In October 2007, we represented Greenstreet Equity Partners, L.P. in its $405 million agreement (as part of an investment group) to acquire TECO Transport Corporation from TECO Energy, Inc. TECO Transport is a leading provider of inland, coastwise and U.S.-flag international dry-bulk marine transportation, as well as bulk storage and transfer services at the mouth of the Mississippi River. TECO Energy is an integrated energy-related holding company with both regulated and unregulated utility businesses, including principal subsidiary Tampa Electric Company.
PAI/Elis GIE: In August 2007, we represented PAI partners in the sale of textile rental and cleaning service company Elis GIE to French private equity firm Eurazeo SA for an enterprise value of €2.28 billion. With about 13,000 employees in nine European countries including France, Germany, Portugal and Spain, Elis rents and cleans linen for hospitals and hotels, and provides uniforms and sanitary equipment.
Integra/IsoTis: In August 2007, we represented Integra LifeSciences Holdings Corporation in its agreement to acquire IsoTis, Inc. in an all-cash transaction. Integra LifeSciences is a world leader in regenerative medicine. IsoTis is an orthobiologics company that develops, manufactures and markets proprietary products for the treatment of musculoskeletal diseases and disorders.
Penn National Gaming/Fortress Investment/Centerbridge Partners: In June 2007, we represented funds managed by affiliates of Fortress Investment Group LLC and Centerbridge Partners LP in connection with their $8.9 billion agreement to acquire Penn National Gaming, Inc. and the subsequent successful termination of such agreement and the related purchase of $1.25 billion of preferred stock of Penn National.
Petro/TravelCenters of America/Hospitality Properties: In May 2007, we represented Petro Stopping Centers in its acquisition by TravelCenters of America LLC and Hospitality Properties Trust. The combined businesses of TravelCenters of America and Petro Stopping Centers include more than 230 locations in 41 U.S. states. Petro Stopping Centers Holdings, LP is a national travel plaza chain that provides a range of amenities, such as truck fueling and maintenance, travel stores, quick-service and casual restaurants and entertainment.
EGL/CEVA/Deutsche Bank: In May 2007, we represented Deutsche Bank, financial advisor to the Special Committee of the Board of Directors of EGL, Inc., in EGL’s $2 billion agreement to be acquired by CEVA Group Plc, a UK public limited company owned by affiliates of Apollo Management VI, L.P. In reaching the agreement, EGL terminated its previous merger agreement with affiliates of James R. Crane (EGL's largest shareholder and CEO) and investment funds affiliated with Centerbridge Partners, L.P. and The Woodbridge Company Limited.
Cablevision/Dolan Family Group: In May 2007, we represented the Special Transaction Committee of independent directors of Cablevision Systems Corporation in the approximately $22 billion buyout by the founding Dolan Family Group. Cablevision has 3.1 million subscribers in the New York metropolitan area, and owns Madison Square Garden, Radio City Music Hall, the New York Knicks and the New York Rangers.
Jarden Corporation/K2 Inc.: In April 2007, we represented consumer products company Jarden Corporation in its agreement to purchase sports equipment maker K2 Inc. for $1.2 billion. With over 20,000 employees worldwide, Jarden is a leading provider of niche consumer products used in and around the home, including Sunbeam, Mr. Coffee, Holmes and Bionaire brands. K2 Inc. is a premier consumer products company with a portfolio of leading brands in the action sports and apparel/footwear segments.
Resorts International Holdings/Resorts East Chicago/Ameristar Casinos: In April 2007, we represented Resorts International Holdings, LLC. in its $675 million agreement to sell Resorts East Chicago to Ameristar Casinos, Inc., a leading Las Vegas-based gaming and entertainment company. Located in East Chicago, Indiana, Resorts East Chicago features a 53,000-square-foot casino and premier 291-room hotel.
PAI/Vivarte: In March 2007, we represented PAI partners and the Descours family in their €3.4 billion agreement to sell European shoe and apparel retailer Vivarte to Charterhouse.
Topps Company/Tornante Company/Madison Dearborn: In March 2007, we represented The Topps Company, Inc. in its agreement to be acquired by The Tornante Company LLC and private equity firm Madison Dearborn Partners, LLC for approximately $385.4 million. Tornante, founded by former Walt Disney Co. chairman and CEO Michael Eisner, makes investments in and develops companies and opportunities in the areas of media and entertainment. Founded in 1938, Topps is a leading creator and marketer of sports and related cards, entertainment products and distinctive confectionery, including "Bazooka" bubble gum.
Farmers Group/Bristol West: In March 2007, we represented Farmers Group, Inc., a wholly owned subsidiary of Zurich Financial Services Group, in its agreement to acquire auto insurer Bristol West Holdings Inc. for $712 million, excluding the assumption of debt. With operations in 41 states, Farmers Insurance Group of Companies is the nation's third largest personal lines property and casualty insurance group. Bristol West provides private passenger automobile liability and physical damage insurance in 22 states.
Station Casinos/Colony Capital: In February 2007, we represented Colony Capital, LLC in Fertitta Colony Partners LLC’s $8.8 billion agreement to acquire Station Casinos, Inc. Fertitta Colony Partners LLC is a company formed by Frank J. Fertitta III, Chairman and CEO of Station, Lorenzo J. Fertitta, Vice Chairman and President of Station, and Colony Capital Acquisitions, LLC, an affiliate of Willkie client Colony Capital, LLC. With 13 properties and over 10,000 employees, Station is the leading provider of gaming and entertainment to the residents of Las Vegas, Nevada.
Central Parking/KCPC Holdings/Blackstone Group: In February 2007, we represented The Blackstone Group L.P., financial advisor to Central Parking Corporation, in Central Parking’s $725.5 million acquisition by KCPC Holdings, Inc., a company formed by affiliates of Kohlberg & Company, LLC, Lubert-Adler, L.P. and Chrysalis Capital Partners, L.P. Central Parking operates more than 3,100 parking facilities containing approximately 1.5 million spaces at locations throughout North and South America and Europe.
The Mills Corp./Simon Property/Farallon: In February 2007, we represented The Mills Corporation in its agreement to be acquired by a joint venture between Simon Property Group, and funds managed by Farallon Capital Management, for approximately $1.64 billion. The total transaction value of the deal was $7.9 billion including assumed debt and preferred stock.
Provimi/Provimlux/Nutrilux: In January 2007, we represented Provimi SA and majority shareholder Provimlux Investments SA in an agreement to sell a nearly 75 percent stake in Provimi to Nutrilux S.à.r.l., a company indirectly controlled by funds advised or managed by Permira Advisers LLP, for $752.2 million. With about 9,000 employees and 100 production centers in about 30 countries, Provimi Group is a leading manufacturer in the field of animal nutrition.
Laureate Education/S.A.C. Capital, et al.: In January 2007, we represented S.A.C. Capital Management, LLC in its participation in an investor consortium, led by Douglas L. Becker, CEO of Laureate Education, Inc., in the acquisition of Laureate for approximately $3.8 billion. In addition to S.A.C., the investor consortium comprised Kohlberg Kravis Roberts & Co., Citigroup Private Equity, SPG Partners, Bregal Investments, Caisse de depot et placement du Quebec, Sterling Capital, Makena Capital, Torreal S.A. and Southern Cross Capital.
Warburg/Siemens/UGS Corp: In January 2007, we represented Warburg Pincus as a selling shareholder in Munich-based Siemens AG’s $3.5 billion agreement to acquire U.S. software group UGS Corp. from Warburg Pincus, Bain Capital LLC and Silver Lake Partners. UGS, a worldwide leading provider of Product Lifecycle Management (PLM) software and services, has a global workforce of 7,300 and more than 46,000 customers in 62 countries.
Cadmus Communications/Cenveo: In December 2006, we represented Cadmus Communications Corporation in its $430 million merger agreement with Cenveo, Inc. Cadmus is the world's largest provider of content management and production services to scientific, technical and medical journal publishers and a leading provider of printing services. Cenveo is one of North America's leading providers of print and visual communications.
Loral Space & Communications/Telesat Canada: In December 2006, we represented Loral Space & Communications Inc. in its agreement with Bell Canada Enterprises Inc. to purchase Telesat Canada for C$3.25 billion and Loral's contribution of its Skynet satellite services business to a new Canadian joint venture company formed to effectuate the acquisition. Loral entered the agreement with its Canadian investment partner, the Public Sector Pension Investment Board (PSP Investments).
3i Group/Countrywide Plc: In December 2006, we represented 3i Group Plc, Europe's largest publicly traded buyout firm, as U.S. securities counsel, in 3i’s agreement to acquire Countrywide Plc, the UK's biggest real estate broker, for about £941 million. Willkie’s London office advised 3i on the U.S. securities aspects of the deal. Based in Witham, Essex, Countrywide owns 1,177 branches and is led by Managing Director Harry Hill, who teamed up with 3i to make the bid.
PAI/Lafarge: In December 2006, we represented PAI partners SAS in its agreement to acquire the roofing division of Lafarge SAS for €2.4 billion in cash and liabilities assumed. Based near Frankfurt, the roofing operation, which accounts for about ten percent of Lafarge's annual revenue and employs about 12,000 people, is the leading maker of clay and concrete tiles.
Thales/Alcatel: In December 2006, we represented Thales SA in its agreement to purchase Alcatel SA's satellite, transport signalling and critical infrastructure protection activities in a $2.2 billion share-and-cash deal. Thales is a leading international electronics and systems group, serving defense, aerospace and security markets worldwide, supported by a comprehensive services offering.
Sbarro/MidOcean: In November 2006, we represented Sbarro, Inc., the nation's leading quick-service Italian restaurant company, in its sale to private equity firm MidOcean Partners. Sbarro has approximately 1,000 restaurants in 34 countries.
Macklowe/Icahn/Reckson: In November 2006, we represented Macklowe Properties in its $4.6 billion bid with investor Carl Icahn to acquire Reckson Associates Realty Corp., one of the largest commercial real estate holders in the New York metropolitan area. The bid of $49 in cash for each share of Reckson trumped an earlier offer of $4.13 billion made by SL Green. Reckson is a real estate investment trust that owns a group of prominent office towers in Manhattan, as well as a number of large buildings throughout Connecticut, New Jersey, Long Island and Westchester County.
Encore Medical/Blackstone Capital: In November 2006, our Executive Compensation and Employee Benefits Department represented the Senior Management Team of Encore Medical Corporation in Encore’s merger with a company newly formed and controlled by Blackstone Capital Partners V L.P. in a going-private transaction. Encore develops, manufactures and distributes a comprehensive range of surgical reconstructive implant products, and orthopedic devices used for rehabilitation, pain management and physical therapy.
Teksid/Nemak: In November 2006, we represented Teksid Aluminum Luxembourg S.à.r.l., S.C.A. in its $496.8 million asset sale by its parent company TK Aluminum Ltd. to Tenedora Nemak, S.A. de C.V., a subsidiary of ALFA, S.A.B. de C.V. Pursuant to the transaction, the company sold most of its assets in North America and all of its operations and interests in South America, China and Poland. Prior to the sale in 2007, Teksid Aluminum was a leading independent manufacturer of aluminum engine castings for the automotive industry.
Nomura/Instinet/Silver Lake: In November 2006, we represented Nomura Holdings, Inc. in its agreement to purchase global agency-broker Instinet Inc., a major provider of electronic trading services for institutional investors, from private equity firm Silver Lake Partners. The acquisition will allow Nomura to match its strong client base with Instinet’s advanced trading platforms and products, providing it with an additional 1,500 institutional clients worldwide, including mutual funds, hedge funds, and pension funds.
ISS/RiskMetrics Group: In November 2006, we represented Institutional Shareholder Services Inc. (ISS), the world’s leading provider of proxy voting and corporate governance solutions to the institutional marketplace, in its acquisition by leading financial risk management firm RiskMetrics Group. The merger facilitates both companies’ plan to expand beyond their core businesses of financial risk management and corporate governance to offer a broad range of data, analytics and advice to investors.
Sanofi-Aventis/Rhodia: In October 2006, we represented Sanofi-Aventis, the world’s largest pharmaceutical company, in the sale of its entire stake in chemicals company Rhodia to French bank BNP Paribas. The €183 million transaction was structured as a firm purchase by BNP Paribas with a resale to institutional investors in a private placement.
Stiefel Laboratories/Connetics Corporation: In October 2006, we represented Stiefel Laboratories Inc., the world's largest independent pharmaceutical company specializing in dermatology, in its agreement to acquire Connetics Corporation, in a transaction valued at approximately $640 million plus the assumption of $290 million in debt.
Level 3/Broadwing: In October 2006, we represented Level 3 Communications, Inc. in its agreement to purchase Broadwing Corporation, a publicly held provider of optical network communications services, for $1.4 billion in cash and stock. Level 3 is an international communications and information services company that operates one of the largest communications and Internet backbones in the world.
Converium/National Indemnity: In October 2006, we represented Swiss reinsurer Converium AG in its agreement to sell its North American operations to National Indemnity Company, a Berkshire Hathaway company, for $295 million in cash and assumption of debt. Converium is an independent international multiline reinsurer with about 600 employees in 18 offices around the world.
Duke Energy/Crescent Resources/Banc of America: In September 2006, we represented Banc of America Securities LLC in its role as financial advisor to Duke Energy Corp. in the $1.4 billion sale of a 49 percent stake in Duke Energy’s commercial and residential real estate unit, Crescent Resources, LLC, to Morgan Stanley Real Estate Fund. Crescent Resources, with land interests in nine states, builds award-winning country club communities, neighborhoods, apartment and condominium communities, Class A office space, business and industrial parks, and shopping centers.
Ventas, Inc./Reichmann Family: In September 2006, we represented Ventas, Inc., a leading healthcare real estate investment trust, in its $649 million agreement to acquire a diverse portfolio of 67 healthcare and seniors housing properties from entities affiliated with Canada’s Reichmann family. Located in 16 states, the portfolio comprises four separate asset groups, containing 5,855 beds/units.
CGG/Veritas: In September 2006, we represented Compagnie Générale de Géophysique (CGG) in its agreement to acquire Veritas DGC Inc. for approximately $3.1 billion in cash and stock. The merger created a global seismic company that will offer a broad range of seismic services and geophysical equipment across all markets and, with 20 vessels, will operate the world's leading seismic fleet.
Glenborough/Morgan Stanley/Goldman, Sachs: In August 2006, we represented Goldman, Sachs & Co., financial advisor to Glenborough Realty Trust, in the $1.9 billion acquisition of Glenborough by funds managed by Morgan Stanley Real Estate. Glenborough is a real estate investment trust that owns and operates a portfolio of multitenant office properties located in high-demand, 24-hour central business districts and 24-hour suburban central business districts.
Monsanto/Delta and Pine: In August 2006, we represented Monsanto Company in its agreement to acquire cotton seed producer Delta and Pine Land Company for $1.5 billion in cash. Developing and delivering cotton varieties for farmer customers for more than 90 years, Delta and Pine Land Company operates the largest and longest running private cotton seed breeding program in the world. Monsanto Company is a leading global provider of technology-based solutions and agricultural products that improve farm productivity and food quality.
US LEC/PAETEC/Merrill Lynch: In August 2006, we represented Merrill Lynch & Co., financial advisor to telecommunications provider PAETEC Corp., in PAETEC’s merger agreement with US LEC, a full-service provider of IP, data and voice services. The combined company, with an enterprise value of $1.3 billion, comprises over 45,000 customers and operate in 52 of the top 100 Metropolitan Service Areas (MSAs) in the United States. The equity value of the transaction is $450 million.
ARAMARK/Joseph Neubauer/Warburg Pincus, et al.: In August 2006, we represented Warburg Pincus in its role in the buyout of ARAMARK Corporation. ARAMARK Chairman and CEO Joseph Neubauer and investment funds managed by private equity firms GS Capital Partners, CCMP Capital Advisors, J.P. Morgan Partners, Thomas H. Lee Partners and Warburg Pincus agreed to acquire ARAMARK for approximately $8.3 billion, including the assumption or repayment of about $2 billion of debt. ARAMARK is a leader in professional services, providing award-winning food services, facilities management, and uniform and career apparel to an array of businesses and institutions around the world. It has approximately 240,000 employees serving clients in 20 countries.
AlixPartners LLC/Hellman & Friedman LLC: In August 2006, we represented AlixPartners LLC, the international corporate turnaround, performance improvement and financial advisory firm, and its founder in AlixPartner’s recapitalization agreement providing for a significant investment by affiliates of private equity firm Hellman & Friedman LLC. The transaction also provides for AlixPartners’ managing directors and employees to gain a considerable equity stake in the firm. Together, they will hold a majority interest in the private firm. The deal values the firm in excess of $800 million.
EMC/RSA Security/Merrill Lynch: In June 2006, we represented Merrill Lynch & Co., financial advisor to EMC Corporation, in EMC’s $2.1 billion acquisition of RSA Security Inc. EMC is the leading provider of products, services and solutions for information management and storage, and RSA is a leader in protecting and managing identities and digital assets.
Warburg Pincus/Corptax: In June 2006, we represented MLM Information Services LLC, owned by Warburg Pincus, in MLM’s acquisition of the Deloitte Tax LLP Corptax software unit. Approximately 1,000 corporations and partnerships use the tax software, which Deloitte Tax acquired in 1996. The transaction included Deloitte & Touche Tax Technologies LLC and Tax Technology Services, both units of Deloitte Tax.
Level 3/Looking Glass: In June 2006, we represented Level 3 Communications in its agreement to purchase Looking Glass Networks Inc. for $165 million. Looking Glass has assets in major U.S. markets including Atlanta, Baltimore, Dallas, Los Angeles, New York, Philadelphia, San Francisco and Seattle. Level 3 is an international communications and information services company with one of the largest Internet backbones in the world.
PAI/AMEC SPIE: In May 2006, we represented PAI partners in its agreement with AMEC to acquire AMEC’s SPIE unit for €1.04 billion. AMEC SPIE, with about 23,000 employees operating in approximately 380 European locations, provides electrical engineering, communications services and specialist activities in the energy and rail industries, predominantly in France.
GateHouse Media/Fortress: In May 2006, we represented GateHouse Media, Inc., a portfolio company of Willkie client Fortress Investment Group LLC, in its agreement to acquire the Community Newspaper Company chain of more than 100 suburban newspapers from CP Media, Inc. in an asset purchase. In a separate transaction, GateHouse agreed to acquire Enterprise NewsMedia Holding, LLC, publisher of the Patriot Ledger of Quincy, the Enterprise of Brockton, and several smaller South Shore papers from Heritage Partners and its other owners.
Office of Commissioner of Baseball/Washington Nationals: We represented The Office of the Commissioner of Baseball in the sale of the Washington Nationals to a group led by real estate developer Theodore N. Lerner for a purchase price for $450 million. After a long bidding process, in May 2006, Mr. Lerner’s group was selected from among the eight groups bidding for the Nationals.
Warburg/Telmar: In May 2006, we represented Warburg Pincus in the purchase of Telmar Network Technology from Lightyear Capital LLC. With operations in 11 states and in Brazil, Mexico, The Netherlands and Singapore, Telmar refurbishes and distributes switching, transmission and other network equipment to major telecommunications carriers.
Level 3/TelCove: In May 2006, we represented Level 3 Communications in its agreement to acquire TelCove, Inc., a privately held telecommunications company, for over $1.24 billion in cash, stock and assumption of debt. Under the deal, Level 3 is to acquire over 300 LMDS and 39 GHz licenses covering 90 percent of the U.S. population. TelCove is a leading facilities-based provider of metropolitan and regional communications services, including transport, Internet access and voice services, with a network of over 22,000 local and long-haul route miles serving 70 markets across the eastern United States. Level 3 is an international communications and information services company with one of the largest Internet backbones in the world.
Level 3/ICG: In April 2006, we represented Level 3 Communications in its agreement to acquire all of the stock of ICG Communications, Inc., a privately held Colorado-based telecommunications company, for $163 million in cash and stock. Serving more than 1,600 customers, ICG primarily provides transport, IP and voice services to wireline and wireless carriers, Internet service providers and enterprise customers. Level 3 is an international communications and information services company with one of the largest Internet backbones in the world.
Telmex/América Móvil/CANTV: In April 2006, we represented a joint venture comprising Teléfonos de México, S.A. de C.V. (Telmex) and América Móvil, S.A. de C.V. in an agreement with Verizon Communications, Inc. to acquire Verizon’s equity interest in Venezuelan phone company Compañía Anónima Nacional Teléfonos de Venezuela (CANTV) for $676.6 million in cash. CANTV is the leading provider of telecommunications services in Venezuela with over 3.1 million wireline subscribers and over 5.1 million wireless subscribers.
América Móvil/Telecomunicaciones de Puerto Rico: In April 2006, we represented América Móvil in its $939 million agreement with Verizon Communications Inc. to acquire Verizon’s 52 percent interest in Telecomunicaciones de Puerto Rico Inc. (PRT) for $939 million. Telecomunicaciones de Puerto Rico is the largest telecommunications service provider in Puerto Rico, with over 1.11 million wireline subscribers and 485 thousand wireless subscribers. América Móvi, which is majority owned by Carlos Slim Helú, is the leading wireless provider in Latin America, with over 93.3 million wireless subscribers and approximately two million wireline subscribers.
Shurgard Storage Centers/Public Storage, Inc.: In March 2006, we represented Shurgard Storage Centers, Inc. in its $5 billion agreement to be acquired by Public Storage, Inc. Both companies are real estate investment trusts that manage a combined 2,100 self-storage facilities in 38 states and seven European nations.
Swiss Re/Fox-Pitt/J.C. Flowers: In February 2006, we represented Swiss Re in its agreement to sell its wholly owned Fox-Pitt, Kelton (FPK) subsidiaries to a new company formed by J.C. Flowers & Co. LLC and FPK management. Swiss Re retained a minority interest in the new company through convertible preferred shares. Swiss Re is one of the world’s leading reinsurers and the world’s largest life and health reinsurer, with more than 70 offices in over 30 countries.
Talbots/J. Jill/Peter J. Solomon: In February 2006, we represented Peter J. Solomon Company, financial advisor to The J. Jill Group, in its agreement to be acquired by national retailer Talbots, Inc. for approximately $517 million. Talbots is a leading national specialty retailer and cataloger of women's, children's and men's classic apparel, shoes and accessories.
Boston Scientific/Guidant/Merrill Lynch: In January 2006, we represented Merrill Lynch and Bear Stearns, which served with Banc of America Securities as financial advisors to Boston Scientific Corporation in its $27 billion merger agreement with Guidant Corporation. The merger created one of the world’s leading medical device companies with $9 billion in total revenue in 2006. Boston Scientific is a worldwide developer, manufacturer and marketer of medical devices used in a broad range of interventional medical specialties.
Oriole Partnership/Town and Country Trust: In January 2006, we represented Oriole Partnership LLC, a joint venture investment vehicle formed among Essex Property Trust, Inc., UBS Wealth Management - North American Property Fund Limited, and AEW Oriole Co-Investment, LLC, in its bid to acquire all of the outstanding common shares of The Town and Country Trust for $36.00 per share in an all-cash transaction. Town & Country is a real estate investment trust that owns 38 apartment complexes across Mid-Atlantic states and down the eastern seaboard to Florida.
Sports Authority/Green Equity Investors IV/Merrill Lynch: In January 2006, we represented Merrill Lynch, financial advisors to Sports Authority, Inc., in the $1.3 billion buyout of Sports Authority by an investor group led by Green Equity Investors IV, L.P., an affiliate of Leonard Green & Partners, L.P. The investor group included members of Sports Authority's senior management team. Sports Authority is one of the nation's largest full-line sporting goods retailers offering a comprehensive high-quality assortment of brand name sporting apparel and equipment at competitive prices.
SES Global/New Skies: In December 2005, we represented New Skies Satellites Holdings Ltd. on the regulatory aspects of its $1.16 billion merger agreement with SES Global S.A. Bermuda-based New Skies is the world's fifth largest satellite operator based on transponder capacity, with five spacecraft positioned at strategic orbital locations around the globe.
Axalto Holding/Gemplus International SA: In December 2005, we represented Axalto Holding NV in its €928 million merger with Gemplus International SA, the world's largest maker of smartcards. The combined company is named Gemalto.
Host Marriott/Starwood/Goldman Sachs: In November 2005, we represented Goldman Sachs Credit Partners, L.P., which, together with Deutsche Bank Cayman Islands Branch, provided a $1.67 billion financing commitment with respect to Host Marriott Corporation’s approximately $4.04 billion merger agreement to acquire 38 luxury hotels from Starwood Hotels and Resorts. The portfolio acquired included 25 domestic and 13 international properties and a total of 18,964 rooms managed under the Westin®, Sheraton®, W Hotels®, The Luxury Collection® and St. Regis® brands.
Level 3 /WilTel Communications: In October 2005, we represented Level 3 Communications, Inc. in its agreement to acquire WilTel Communications Group, LLC. from Leucadia National Corporation for Level 3 common stock and cash. The total value of the deal was approximately $680 million. Level 3 is an international communications and information services company, offering a wide range of communications services over its broadband fiber optic network.
Global Healthcare Exchange/Neoforma/Merrill Lynch: In October 2005, we represented Merrill Lynch & Co., financial advisor to Neoforma, Inc., in Neoforma’s approximately $200 million acquisition by Global Healthcare Exchange, LLC. Both companies offer software that links hospitals and group purchasing organizations to healthcare manufacturers, distributors and other suppliers.
Warburg/NV Multikabel: In October 2005, we represented Warburg Pincus in its approximately $620 million (enterprise value) acquisition of Dutch cable operator NV Multikabel from German cable group PrimaCom AG. Alkmaar-based Multikabel is the fourth largest cable operator in the Netherlands, with about 315,000 subscribers to its standard cable TV package.
Warburg/Chronic Care/MPTC: In October 2005, we represented Warburg Pincus in its acquisition and merger of two of the country’s largest medical supply companies for chronic care patients, Chronic Care Solutions Inc. and MPTC Holdings Inc., in a deal valued at $645 million. The combined companies, which were previously owned by KRG Capital Partners LLC and Charterhouse Group Inc., respectively, operates under the name CCS Medical.
DRS Technologies/Engineered Support Systems: In September 2005, we advised Lehman Brothers Inc., financial advisor to Engineered Support Systems Inc., in ESS’s $1.97 billion merger with DRS Technologies Inc. The merged companies is a leading supplier for military forces, intelligence agencies and international military operations.
Marsh/Crump/J.C. Flowers: In September 2005, we advised Marsh Inc., the world's leading risk and insurance services firm, in its agreement to sell the Crump Group, Inc., its U.S.-based wholesale broking operation, to an affiliate of J.C. Flowers & Co. LLC, a New York-based private equity firm. Marsh is a unit of Marsh & McLennan Companies, a global professional services firm with approximately 60,000 employees.
Teva Pharmaceutical/Ivax Corporation: In July 2005, we represented Teva Pharmaceutical Industries Ltd. in its agreement to acquire Ivax Corporation for approximately $7.4 billion. The combined company offers the widest range of cost-effective pharmaceuticals, both generic and branded, to consumers, customers and healthcare providers.
Colony Capital/Raffles Holdings: In July 2005, we represented Colony Capital, LLC, a leading international investment fund, in its approximately $1 billion agreement to purchase all of the hotel interests of Singapore-based Raffles Holdings Limited, comprising 15 Raffles Hotels & Resorts and 26 Swissôtel Hotels & Resorts in 35 locations. The deal included the legendary Raffles Hotel Singapore.
The Titan Corporation/L-3 Communications: In June 2005, we represented The Titan Corporation, a leading national security solutions provider, in its agreement to be acquired by defense contractor L-3 Communications for approximately $2.65 billion, including the assumption of Titan’s debt. Titan provides comprehensive information and communications systems solutions and services to the Department of Defense, intelligence agencies and other federal government customers.
MidAmerican Energy Holdings Company/PacifiCorp/ScottishPower: In May 2005, we represented American Energy Holdings Company in its agreement to acquire PacifiCorp from ScottishPower in a deal valued at $9.4 billion. The transaction created an energy holding company serving approximately three million electric and natural gas customers in ten contiguous states and 6.6 million customers worldwide.
GE/Storage USA/Extra Space Storage: In May 2005, we represented UBS, financial advisor to the acquiror, in General Electric Co.’s $2.3 billion agreement to sell Storage USA to a joint venture comprised of Extra Space Storage Inc. and Prudential Real Estate Investors, the real estate arm of Prudential Financial Inc. Storage USA is one of the largest operators of self-storage facilities in the United States.
Warburg/Transkaryotic/Shire: In April 2005, we advised Warburg Pincus as the principal shareholder of Transkaryotic Therapies, Inc. (TKT) in the $1.6 billion acquisition of TKT by Shire Pharmaceuticals Group plc. TKT is a biopharmaceutical company primarily focused on researching, developing and commercializing treatments for rare diseases caused by protein deficiencies. Upon completion of the transaction the combined company will be a diversified business with small molecule drugs and protein therapeutics.
Ventas/Provident: In April 2005, we represented Ventas, Inc., a health-care real estate investment trust (REIT), in a merger agreement to acquire Provident Senior Living Trust in a transaction valued at $1.2 billion. The transaction significantly expands Ventas’s portfolio. Provident is an unlisted senior living REIT that owns 68 independent and assisted living properties comprising approximately 6,819 units in 19 states.
Telmex/Verizon: In April 2005, we represented Teléfonos de Mexico, S.A. de C.V. (Telmex) in an agreement to sell its entire equity interest (with other related entities) in MCI, Inc. to Verizon Communications Inc. for over $1.1 billion. The MCI shares sold to Verizon represented approximately 13.4 percent of MCI's outstanding common stock.
Novartis AG/Eon Labs/Hexal AG: In February 2005, we represented Eon Labs in its acquisition by Novartis AG, which also agreed to acquire Hexal AG of Germany in a transaction valued at $8.4 billion. The deal created one of the world’s biggest makers of generic drugs. As part of the transaction, Novartis launched a $989 million tender offer for all outstanding publicly held Eon shares. Eon Labs is one of the leading suppliers of generic pharmaceutical products in the United States.
Monsanto/Seminis, Inc.: In January 2005, we represented Monsanto Company in its agreement to acquire Seminis, Inc. from private equity company Fox Paine & Co. LLC for $1.4 billion in cash and assumed debt, plus a performance-based payment of up to $125 million payable by the end of fiscal year 2007. Seminis is the global leader in the vegetable and fruit seed industry, supplying more than 3,500 seed varieties to commercial fruit and vegetable growers, dealers, distributors and wholesalers in more than 150 countries around the world.
ALLTEL/Western Wireless: In January 2005, we represented Merrill Lynch & Co. and Goldman, Sachs & Co., financial advisors to ALLTEL Corporation, in ALLTEL’s acquisition of Western Wireless Corporation, a transaction valued at approximately $6 billion (including assumption of debt). At closing, ALLTEL was the nation’s fifth largest wireless carrier with ten million domestic wireless customers serving a population of 72 million in 33 states.