Environmental

Our Environment, Health and Safety practice has experience in providing transactional guidance, compliance counseling and management strategy, litigation and dispute resolution, and international environmental law and policy guidance on behalf of a wide range of corporate, utility, industrial, real estate, and financial services clients.

Our Environment, Health and Safety practice specializes in providing transactional guidance, compliance counseling and management strategy, litigation and dispute resolution, and international environmental law and policy guidance on behalf of a wide range of corporate, utility, industrial, real estate, and financial services clients.

Business Reorganization and Restructuring

  • Arkema: Advised Arkema, France’s leading chemicals producer, on its plans to divest its vinyl products businesses to Switzerland-based Klesch Group and refocus on specialty chemicals.

    EnviroSolutions, Inc.: Represented EnviroSolutions, a vertically integrated waste management company and 22 of its affiliates in their chapter 11 bankruptcy protection proceedings in the U.S. Bankruptcy Court for the Southern District of New York.

    HOV Services LLC (HOVS): Advised HOVS, an indirect subsidiary of HOV Services, Ltd., one of the largest end-to-end business process outsourcing (BPO) companies providing healthcare, finance and accounting, E-content management, presentment and HRO services, in a deal whereby HOVS was combined with SOURCECORP, Inc., a portfolio company of Apollo Management V, L.P.

    Scotsman Industries: Advised Scotsman, the world’s  largest commercial ice machine company, on its sale to ALI Group, a Milan-based diversified food service equipment company.

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International, Including Climate Change and Carbon Finance

  • Various Small, Medium and Global Enterprises: Advised clients on issues arising under regional and international environmental agreements; counseled industry with respect to foreign legal requirements; monitored developments in policy and law; counseled industry on voluntary environmental standards, initiatives, and codes of conduct; conducted multi-jurisdictional assessments of legal and regulatory obligations; and applied multilateral financial institution guidelines to projects.

    Various Small, Medium and Global Enterprises: Advised clients on climate law, policy, and related finance matters, including: conducting greenhouse gas (GHG) due diligence, applying carbon and other environmental standards, and drafting and negotiating related provisions in transactional and financing documents in connection with mergers, acquisitions, financing of projects, and other ventures; advised clients on international, federal, and state GHG regimes and initiatives; negotiated and drafted emission reduction purchase agreements; counseled companies on emissions trading activities, GHG emission reduction projects, and voluntary carbon market issues; and advised on GHG-related strategies and governance matters, including policies, management systems, disclosure, carbon footprinting, and offsetting.

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Litigation

  • Global Chemical Manufacturer: Represented a global chemical manufacturer in a contested approval of the next generation of automobile air-conditioning refrigerants. Petitioned the EPA to reopen the record with regard to a competitor’s product due to the competitor’s failure to properly disclose costs, patents, and other issues.

    KPMG: Represented KPMG in an adversary proceeding arising out of the jointly administered chapter 7 cases of Magnesium Corporation of America (MagCorp) and MagCorp’s parent, Renco Metals. The Trustee’s claims against KPMG were based on disclosures made in the financial statements audited by KPMG from 1993 through 1999 that were allegedly “grossly inadequate,” “grossly misleading” and/or “fraudulent” because they allegedly failed to disclose the “true extent of MagCorp’s environmental liabilities, existing and potential.” Willkie obtained the dismissal of all claims brought against KPMG.

    Lenders/Delphi Corp. Bankruptcy: Represented a sub-group of significant lenders during Delphi Corporation’s bankruptcy: 

    • spearheaded the largest credit bid lodged in a bankruptcy auction (in excess of $4 billion), which cleared the way for Delphi to emerge from its four-year bankruptcy. The credit bid was implemented through a Plan of Reorganization (PoR), as approved by the U.S. Bankruptcy Court for the Southern District of New York. Plants in New York, Michigan and Indiana were also transferred to GM, to provide approximately $3 billion in debt and equity financing to the remaining global operations. 
    • ensured that the lenders received substantial value for their debtor-in-possession loans to Delphi Corp. by increasing the market value of their loans by approximately $1 billion, following Delphi Holdings LLP’s acquisition of substantially all of Delphi Corp.’s global core businesses as part of the consummation of Delphi’s Modified PoR.

    Office of the Louisiana Attorney General/Deepwater Horizon Oil Spill: Retained by Louisiana A.G. James Caldwell and other parties to provide legal advice and assistance in connection with BP’s Deepwater Horizon oil spill:

    • secured expedited approval of Louisiana’s request for a permit to build barrier islands to prevent or mitigate oil from the spill from coming ashore in sensitive coastal areas. The successful strategy involved pointing out to the Commanding General of the U.S. Army Corps of Engineers (USACE) that his constitutional and statutory authority to regulate emergency actions by a state to protect its coastline was questionable and that if approval was not forthcoming promptly, Louisiana might be forced to go ahead without USACE approval.
    • advised the State of Louisiana, three hedge funds, and the U.S. Chamber of Commerce Institute for Legal Reform on federal regulatory and liability aspects related to the spill. 

    Wal-Mart Stores, Inc.: Represented Wal-Mart in a citizens’ suit filed against the Store and the Town Planning and Zoning Boards of Greece, New York, alleging that the town's approval of a proposal to rejuvenate a dilapidated shopping center by constructing a Wal-Mart supercenter violated the State Environmental Quality Review Act and various local zoning ordinances. In April 2008, the Willkie team persuaded the trial court to dismiss the petition for lack of standing, failure to join an indispensable party (the owner of the shopping center), and failure to state any cognizable claims. The citizens’ group appealed to the Appellate Division, Fourth Department, which issued an Order affirming the trial court’s judgment.

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Mergers & Acquisitions, PE & VC Investments, Joint Ventures and Other Business Combinations

  • Arkema: Advised Arkema, France’s leading chemicals producer, on its acquisition of the Coatings Resins (Cray Valley and Cook Composite Polymers) and Photocure Resins (Sartomer) businesses of Total SA for €550 million.

    Avecia Biotechnology, Inc.: Advised Avecia, a leader in process development, manufacturing, and related services with respect to DNA- and RNA-based therapeutics, on its acquisition by Nitto Denko Corporation, Japan’s leading diversified materials manufacturer.

    Auxilium Pharmaceuticals, Inc.: Advised Auxilium, a specialty biopharmaceutical company, on its acquisition of private urology specialty therapeutics company Actient Holdings LLC for $585 million in upfront cash plus certain contingent consideration and warrants to purchase Actient common stock, for a total enterprise value of up to $657 million.

    Bloomberg L.P.: Advised Bloomberg, the media and financial data company, on its agreement to acquire the Bureau of National Affairs (BNA), a public, employee-owned provider of information to clients in government, business, and academia, for $990 million cash.

    Brookfield Asset Management Inc.: Advised an affiliate of Brookfield, one of the world's largest real estate investors and asset managers, on a proposed $2.625 billion investment in General Growth Properties, Inc.

    Charterhouse Capital Partners/Environmental Resources Management (ERM): Advised Charterhouse on the U.S. aspects of its acquisition of a 65% stake in ERM as part of a management buyout from Bridgepoint. The transaction valued ERM, the world’s leading provider of environmental, health, safety and social consulting services, at $950 million.

    CMI and Warburg Pincus: Advised CMI and Warburg on the sale of CMI to Roche Diagnostics. CMI, the developer of a highly innovative hematology testing system, was created and funded by Warburg and members of CMI’s management team.

    Concession Agreement for Grand Ouest Airport in Notre Dame des Landes: Advised the consortium candidate and, subsequently, the succeeding concession company (concessionaire) in a deal between the French State and concessionaire Aéroports du Grand Ouest, a newly formed company, on a 55-year concession agreement related to the planned international “Grand Ouest” airport. The new airport, scheduled to open in 2017 in Notre Dame des Landes, was a key element in the overall development of the region and will be the first high environmental quality airport.

    Continental Structural Plastics (CSP): Advised CSP, a U.S.-based innovator of structural composite products, on acquiring the assets of France-based Sora Composites, an automotive subcontracting operator that was dismantled in late 2012.

    Darling International/Griffin Industries: Advised BMO Capital Markets, financial advisor to Darling, a leading provider of recycling and recovery solutions to the nation's food industry, on its $840 million acquisition of Griffin, a leading provider of bakery feed and cooking oil recycling services in the southeast United States.

    Farmers Group, Inc.: Advised Farmers Group on the $1.9 billion acquisition of American International Group’s Personal Auto Group, which included 21st Century Insurance Co.

    A Global Investment Management Company: We advised the private equity clients of a global investment management company in a various matters:

    • two separate, unrelated joint venture transactions associated with large real estate development projects in New York and California.
    • a series of complex, multi-party real estate transactions, resulting in the company’s acquisition of a portfolio of properties in the U.S. and abroad.

    Hudson’s Bay Company (HBC): Advised Canadian retailer HBC on its acquisition of U.S. luxury retailer Saks Inc. in an all-cash transaction valued at approximately $2.9 billion, including debt.

    Investor Consortium/Cequel Data Centers, LLC: Advised a consortium of private equity and financial investors, which included RedBird Capital Partners, The Stephens Group, and Jordan/Zalaznick Advisers, Inc., on the acquisition of Cequel Data Centers, the parent company of TierPoint, LLC.

    Jackson Products, Inc.: Advised Jackson Products (a/k/a Jackson Safety), a privately held company and provider of welding safety products, personal protective equipment, and work zone safety products, on its acquisition by safety and hygiene products manufacturer Kimberly-Clark Corporation.

    Kenneth D. Cole: Advised Mr. Cole in his acquisition of Kenneth Cole Productions, Inc., which 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. Mr. Cole acquired the company in a going-private transaction with a total enterprise value of approximately $245 million.

    Leading Private Equity Firm: Advised client in a joint venture for the construction of base facilities for the U.S. Army. Under the terms of the deal, the Army conveyed land to the venture in exchange for completed facilities. In addition to the required base facilities, the venture’s onsite development plans included the creation of a master planned community featuring residential neighborhoods, parks, open space areas, and commercial uses.

    Loral Space & Communications Inc.: Advised Loral, a world-class leader in the design and manufacture of satellites and satellite systems for commercial and government applications, on the sale of its wholly owned subsidiary and satellite manufacturing unit, Space Systems/Loral (SS/L), to Canada-based MacDonald, Dettwiler and Associates Ltd. MacDonald agreed to pay $875 million plus cash dividends and other payments from SS/L, which were expected to be in excess of $135 million.

    Motus Integrated Technologies: Advised Motus (an affiliate of Willkie client Atlas Holdings), a privately held Tier 1 supplier of automotive interior products to automakers globally, on its acquisition of the headliner and sun visor business of Johnson Controls, Inc., in North America and Europe.

    New Breed Holding Company: Advised New Breed, the preeminent U.S. provider of non-asset based, complex, technology-enabled contract logistics for corporate clients, on its acquisition by XPO Logistics, Inc. XPO purchased New Breed for $615 million on a cash-free, debt-free basis.

    RenaissanceRe Holdings Ltd: Advised this Bermuda-based global provider of reinsurance and insurance on a few matters, including:

    • the sale of its U.S.-based weather and weather-related energy risk management unit, RenRe Energy Advisors Ltd. to Munich Re.
    • the sale of its U.S. property and casualty business underwritten through managing general agents, its crop insurance business underwritten through Agro National Inc., and its commercial property insurance operation, to QBE Holdings, Inc. for approximately $275 million.

    Sepracor Inc.: Advised Sepracor, a specialty drug maker, on its acquisition by Dainippon Sumitomo Pharma Co., Ltd. (DSP) for approximately $2.6 billion.

    Seven Mile Capital Partners II LP: Advised Seven Mile Capital Partners II, an affiliate of Willkie client Seven Mile Capital Partners, on its $120 million acquisition of Microporous Products, a leading maker of battery separators used in automobiles and other vehicles, from Polypore International Inc. (pursuant to an U.S. Federal Trade Commission divestiture order).

    SMBC Europe Limited, Société Générale, Crédit Agricole CIB and BBVA-Succursale de Paris (Banks): Advised banks on the financing and public law aspects of the €245 million public-private partnership between the city of Nice and the consortium Nice Eco Stadium. The consortium led by VINCI Concessions in association with Caisse des Dépôts and SEIEF, had a 30-year agreement to design, finance, construct, operate and maintain a new 35,000-seat, environmentally sustainable Olympic Nice Stadium. This was the first national project of its kind in France, featuring an environmentally sustainable wood structure and natural air conditioning system.

    The Sterling Group, L.P.: Advised Sterling Group, a private equity investment firm, on its acquisition of Velcon Filters, LLC, a global leader in the filtration process for jet fuel delivery, manufacturing products that filter, purify, and remove water from jet fuel along the transport chain from the refinery to the aircraft.

    Stiefel Laboratories Inc.: Advised Stiefel, the world’s largest independent dermatology company, on its acquisition of London-based GlaxoSmithKline plc, one of the world’s leading research-based pharmaceutical and healthcare companies, in a deal valued up to $3.6 billion.

    Teva Pharmaceutical Industries Ltd.: Advised Teva on its acquisition of Théramex and related companies from Merck Serono (a division of Merck KGaA) for €265 million.

    Underwriters/Synageva BioPharma’s Public Offering: Represented the underwriters, led by joint book-running managers Morgan Stanley and J.P. Morgan, in the $90 million offering of biopharmaceutical company Synageva’s 3,574,266 shares of common stock.

    Underwriters/Brookdale Senior Living Inc.’s IPO: Represented the underwriters, led by Barclays Capital Inc., Merrill Lynch & Co., and Goldman, Sachs & Co., in Brookdale’s $150 million public offering of its common stock. Brookdale, a leading owner and operator of independent living, assisted living, and dementia-care communities and continuing care retirement centers, also granted the underwriters an option for 30 days to purchase up to an additional $22.5 million of common stock to cover possible over-allotments.

    United Site Services (USS): Advised USS, the leading U.S. provider of portable sanitation and related site services solutions, in its recent sale to Calera Capital, a leading middle market private equity firm.

    Varroc Group: Advised Varroc Group, which supplies components for two-, three- and four-wheel passenger and commercial vehicles, on its acquisition of the automotive lighting business of Visteon Corporation, a global provider of automotive parts, for $92 million in cash.

    Ventas, Inc.: Advised Ventas, Inc., the leading healthcare real estate investment trust in the U.S., on its acquisition of Cogdell Spencer Inc., for approximately $770 million in cash, including debt.

    Veritas Steel LLC: Advised Veritas, a newly formed portfolio company of Atlas Holdings, on its acquisition of certain assets of PDM Bridge, LLC, a steel fabricator.

    Warburg Pincus: We advised Warburg Pincus and its affiliates on a number of matters, including:

    • an affiliate on its acquisition of JHP Pharmaceuticals, LLC, a fully integrated specialty pharmaceutical company, from JHP Holdings, LLC, an entity majority-owned by Morgan Stanley Principal Investments, for $195 million on a debt-free, cash-free basis.
    • Warburg its acquisition of Ascential Service Corporation, a provider of facility maintenance support throughout North America.
    • Warburg in two related transactions—¬the acquisition of International Technidyne Corporation from Thoratec Corporation, and the acquisition of Nexus DX, Inc.
    • Warburg in a new aerospace venture, Extant Components Group Holdings, Inc., formed between Warburg and aerospace industry executive James Gerwien. Willkie represented Extant in its first transaction -- the acquisition of Symetrics Technology Group, LLC, a privately held company specializing in designing, manufacturing and testing electronic systems for the Department of Defense, NASA and prime contractors of the U.S. and foreign governments.
    • Warburg and Clondalkin in the sale by Clondalkin of portions of its North American Flexible Packaging division to Hilex Poly, a portfolio company of Wind Point Partners.

    WEBER-HYDRAULIK: Advised WEBER-HYDRAULIK, a leading international provider of customized hydraulic drive and control engineering solutions, on its acquisition of U.S.-based Hyco International Inc., from U.S. financial investor Centre Partners Management LLC.

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