In April 2013, James Cooper represented JPMorgan in relation to $2.65 billion of secured term loans and revolving credit facilities for purposes of re-financing Weight Watchers International's outstanding debts. In May 2012, James Vardell III advised chemical firm INEOS Finance in relation to its $2.37 billion and €500 million term loans.
Also in February 2013, Bradley Smith represented Bank of America as arranger and administrative agent in relation to borrowing undertaken under information technology and health care services firm McKesson's $2.1 billion senior bridge term loan facility. The borrowing was to take place simultaneously with the closing of McKesson's acquisition of PSS World Medical.
Davis Polk's project finance practice is flourishing under the guidance of practice head Waide Warner. In one of the most transformative Latin American project financings in the new century, Stephen Hood and James Vickers are providing counsel to Sete Brasil Participacoes, Sete International and 21 Dutch special purpose individual borrowers in relation to 28 separate bridge loans with a total value of $3 billion. They are also advising the clients with regard to long-term project financings expected to reach the $20 billion range. These arrangements are for the purpose of financing the construction of 21 ultra-deep-water drilling rigs, worth about $950 million apiece, for Petrobras to use in the exploitation of sub-salt reserves deep down in the sea-bed off the Brazilian state of São Paulo. The sources of the loans are syndicates including Banco de Brasil, Banco Itau, Banco Santander, Banco Votorantim, Banco Bradesco, and Banco de Brasil.
The distinguished work of Debevoise's project finance practice straddles the worlds of acquisition finance and pure M&A. Ivan Mattei recently oversaw a team of lawyers representing the United States Department of Energy in closing a $1.25 billion senior secured financing for the Mojave Solar Power Project, a $1.6 billion power generation plant in San Bernardino County, California. Sponsored by a subsidiary of Spanish construction firm Abengoa, Mojave Solar has an expected capacity to provide energy for 54,000 households while emitting 350,000 fewer tons of carbon dioxide into the atmosphere annually than the typical natural gas-fired power facility.
In May 2012, Christopher Butler advised Molson Coors Brewing Company in an agreement to purchase StarBev from funds advised by CVC Capital Partners, in a deal involving an auction among several of the bidders. This deal involved a $1.9 billion bridge loan, a $400 million term loan and a $300 million revolving credit facility, for an overall $3.54 billion value. In the unusual indemnification feature of this deal, an 18-month, zero-coupon convertible note will provide approximately $642 million of the purchase price, as opposed to having a portion of the cash purchase price deposited into escrow to shield the buyer from any losses.
During the fall of 2012, Jeff Norton and Conrado Tenaglia significantly developed the firm's profile in lending work, carrying out deals with the kind of complexity typically associated with leading white-shoe Wall Street firms like Simpson Thacher & Bartlett or Davis Polk. Another highly capable Linklaters partner working in this area is Danelle Le Cren, who is skilled at the advising of financial institutions, both domestically and internationally, in leveraged buyouts, asset financings, tax-based financings, and many other types of deals, some of which are subject to confidentiality requirements.
Mayer Brown's banking practice displays strength in many areas, including acquisition finance, structured finance, derivatives, and capital markets offerings. In June 2012, Michael Mascia, Keith Oberkfell and Zac Barnett advised Wells Fargo on the finance side of its agreement to acquire WestLB's subscription finance portfolio for $3 billion. Within the portfolio are roughly $6 billion in commitments, about $3 billion of which are outstanding. (partner Elizabeth Raymond was instrumental in representing Wells Fargo on the pure M&A side of the acquisition). In the fall of 2012, David Duffee and John Berkery advised financial institutional clients in a number of complex lending transactions whose details are confidential. In September 2012, Jeffrey Dunetz advised CoBank, Bank of America, Société Générale, and Wells Fargo as lead arrangers in a $600 million credit agreement financing and a $200 million senior note purchase financing.
Mayer Brown's project finance practice is based on Chicago, but knows no borders. Practice head Barry Machlin is representing US Ex-Im Bank, Korea Eximbank, and Korea Trade Insurance Corporation in the financing of Tahrir Petrochemical Project's $4.8 billion petrochemical plant located in Ain Sokhna, Egypt. In another cross-border deal, John Schmidt in February 2013 advised the Puerto Rico Public-Private Partnerships Authority and the Puerto Rico Ports Authority in a roughly $2.6 billion agreement with Aerostar Airport Holdings (a consortium of which Highstar Capital is a member) to lease the San Juan Luis Munoz Marin International Airport for 40 years, the first such airport to undergo leasing under the Federal Aviation Administration's new privatisation program.
A number of recent deals have illustrated McDermott's project financing capabilities, notably practice head Blake Winburne's representation of Chevron Energy Services and Macquarie Infrastructure Company in a $140 million financing of a 25MW solar project in Arizona and a 12MW solar facility in Texas. The deals closed in December 2012. In the same month, Winburne advised ArcLight Capital Partners in relation to a $30 million senior secured revolving credit facility for High Point Infrastructure Partners, with Citibank acting as lender and administrative agent. The recipient of the facility is a joint venture between ArcLight and High Point Energy.
Morrison & Foerster's banking practice moves up into Tier 5 this year. Not all of the clients and deals that fall under the aegis of partner Jill Feldman's San Francisco-based practice can be publicly disclosed, but a few that are public will provide a sense of its growing domestic and international capabilities. In May 2012, Peter Dopsch and Geoffrey Peck took the lead on the largest debtor-in-possession financing of the year, advising Residential Capital (ResCap) and affiliates as debtors in possession under a $1.45 billion syndicated DIP facility.
In April 2013, O'Sullivan worked on the representation of Bank of America, Morgan Stanley Senior Funding, Goldman Sachs, Deutsche Bank Trust Company Americas, and Jefferies Group as joint lead arrangers and joint lead bookrunners in relation to $580 million financing for TPG Capital's acquisition of ConvergEx Group's RealTick and Eze Software businesses.
In November 2012, Brian Steinhardt represented Eaton Corporation in relation to $6.75 billion in financing for the proposed $11.8 billion cash and stock acquisition of Cooper Industries. In March 2013, Christopher Brown acted as counsel to JLL Partners in relation to financing arrangements for its acquisition of CoreLab Partners and BioClinica, for undisclosed amounts. In April 2013, Patrick Ryan oversaw the representation of JPMorgan Securities and Barclays Bank in relation to $12.5 billion in bridge financing for Thermo Fisher Scientific, for purposes of its announced acquisition of Life Technologies Corporation.
Outside of acquisition finance, the practice proves adept at securing loan facilities and re-financings. One of many notable recent examples is James Cross's representation of KKR portfolio company First Data Corporation in the issuance of $1.3 billion in senior secured notes due 2020, for purposes of re-financing its outstanding debt.
In June 2012, S&C lawyers including S Neal McKnight, John Estes and Frank Aquila in New York and George White in London, advised Anheuser-Busch in relation to one- and three-year syndicated term loans with a total value of $14 billion, to support the client's $20.1 billion acquisition of the stake of Grupo Modelo it did not yet own. S&C also represented Anheuser-Busch in that monumental merger, as detailed below. (Funding arrangements also included a $7.5 billion SEC-registered guaranteed bond offering).
In a transformative deal with a strong project finance caste, Fred Rich and Inosi Nyatta in May 2012 advised APLNG on an $8.5 billion project finance facility, signed by the export-import banks of China and the United States, for the development of a revolutionary installation on Curtis Island off the coast of Queensland, Australia. When completed, the $20 billion project will have the capability to transform coal seam gas into liquefied natural gas (LNG) and will be instrumental in supplying LNG to markets in Asia. A joint venture between Origin Energy, ConocoPhillips and Sinopec, with an off-take agreement with Kansai Electric in Japan, this installation represents the largest oil and gas project to sign in 2012.
A client says, "I am a huge fan of White & Case's project finance work. The lawyers are highly committed to understanding the transaction, the project itself, and what the concerns of banks are in terms of documentation. So I have had a very good experience with them on deals."
In December 2012, Carlos Viana oversaw a team of lawyers working on a unique, transformative deal: The representation of Braskem Idesa, a joint venture between Brazilian thermoplastic resin producer Braskem and Mexican petrochemical firm Grupo Idesa, in a $3.2 billion financing for the Etileno XXI petrochemical plant in Veracruz, Mexico. The firm characterises this project financing as the largest ever undertaken in the petrochemical sector in the Americas.
In May 2012, Victor DeSantis took the lead on the representation of lead arrangers Citigroup Global Markets, BNP Paribas, and ING Bank in a roughly $900 million financing for two drillships under construction by Samsung, the Amaralina Star and the Laguna Star. When completed, Petrobras will charter the two ships for oil exploration and drilling off Brazil's coast. This deal stands as one of the most international financings in years, with the Export-Import Bank of Korea providing a refund guaranty, Brazilian conglomerates set to own and operate the vessels, and lenders based in Brazil, South Korea, the United Kingdom, the Netherlands, the British Virgin Islands, Panama, and the United States.
In June 2012, John Shum led a team of lawyers advising the China Development Bank in relation to its commitment of a maximum of $750 million to finance the building and operation of 300MW solar energy projects in New Jersey. In the course of this financing, the China Development Bank furnished $30 million for the KDC Solar component of the White Rose project.
During the same month, Nandan Nelivigi and Doug Peel represented Asian Development Bank, the US Export-Import Bank, Axis Bank, FMO, and other multilateral and export credit lenders in relation to Reliance Power's roughly $392 million financing of a 100MW photovoltaic solar power project in the village of Dhursar in India. The firm anticipates that the completed project will be one of the largest solar energy generators in the country.
Besides its advisory role, the firm regularly does strong work in transactions involving securitisation. In the first half of 2012, Michael Gambro represented JPMorgan Securities in a series of deals. In April 2012, he led a team representing both JPMorgan and Wells Fargo as placement agents in relation to the securitisation of non-performing commercial mortgage loans which Rialto had acquired. The firm characterises this deal as the first securitisation making use of non-performing commercial mortgage loans since 1997. Another deal for JPMorgan, in June 2012, involved representing the bank in the securitisation of non-performing commercial loans acquired by a Blackstone and Square Mile joint venture.
A client in a top position at a global bank says, "When we're looking for precedent, Cahill tends to know exactly how things are evolving. They are also by far the best law firm in terms of preparing issue lists and acting as a communications catalyst. They're very good at managing dialogue, summarizing issues, and making sure there's momentum in negotiations if things start to go off track. They have a professional group, very motivated and energetic. The partners and teams we work with are charismatic, they know how to create a rapport."
A second banker says, "I'm a big fan. Their bench is extremely strong. This is what they do full time, and they work extremely hard. It's not a 'lifestyle' place."
But large teams are not everything and a third client, yet another executive at a global bank, has a more nuanced view of the practice: "The partner I work with can be a little abrasive at times, but he's extremely skilled, one of the more talented guys I've dealt with. He's responsive, he gets things done, he will come up with a solution that works for everybody." The same client adds, "They've gotten very good associates, but sometimes the juniors aren't great and sometimes there's a feeling that we get their second team rather than their first team. There's no way to quantify or prove it, but it's a concern."
In April 2013, James Clark, Noah Newitz and Timothy Howell represented JPMorgan, Barclays, Wells Fargo Securities and Citigroup as joint book-running managers in relation to Hawk Acquisition Sub.'s Rule 144A/Reg S offering of $3.1 billion aggregate principal amount of 4.25% second lien senior secured notes due 2020. Proceeds from the offering by Hawk, a company expected to merge into HJ Heinz Company, provided funding for the leveraged buyout of HJ Heinz by Berkshire Hathaway and 3G Capital Partners.
In March 2013, John Tripodoro and Douglas Horowitz represented Deutsche Bank Securities, Credit Suisse, JPMorgan, and Morgan Stanley as joint book-running managers in relation to MetroPCS Wireless's Rule 144A offering of $3.5 billion of senior notes, which broke down as follows: $175 billion aggregate principal amount of 6.25% senior notes due 2021 and $175 billion aggregate principal amount of 6.625% senior notes due 2023. Pending the completion of Wireless and T-Mobile USA's merger, Wireless expected to use proceeds from the offering to pay off debts under its existing senior secured credit facility, resolve liabilities under related interest rate protection accords, and have funds to use for general firmwide expenses.
In March 2013, William Hartnett and Ann Makich represented Barclays Capital, Citigroup Global Markets, JPMorgan Securities, and Morgan Stanley as book-running managers in a secondary offering of $4 billion aggregate principal amount of senior notes by NBCUniversal Entertainment. The attorneys represented Morgan Stanley and JPMorgan Securities as book-running managers in a deal that ran concurrently with the offering above: the sale of $725 million aggregate liquidation preference of cumulative preferred stock of NBCUniversal Enterprise.
In January 2013, Schaffzin and Josiah Slotnick represented UBS Investment Bank and Barclays as lead managing underwriters in relation to Norwegian Cruise Line Holdings' IPO of 27,058,824 of its ordinary shares, priced at $19 per share. The total of shares sold includes 3,529,412 sold as a result of the underwriters' decision to exercise an option to buy additional shares.
Cleary has strong capabilities on the high-yield side and its representation of client CEMEX carries over to high-yield. In October 2012, Duane McLaughlin took the lead on a further CEMEX deal, acting as counsel to initial purchasers JPMorgan Securities, Barclays Capital, RBS Securities, Credit Agricole Securities, HSBC Securities and ING Financial Markets in a Rule 144A/Reg S high-yield global debt offering by CEMEX. The deal broke down into a bond offering of $1.5 billion 9.375% senior secured notes due 2022, whose issuance and sale took place via subsidiary CEMEX Finance.
When it comes to structured finance, Cleary's expertise and client base are almost unrivalled among Wall Street firms. It is possible to give only a small sampling here. In a series of deals running from 2011 through March 2013, Robin Bergen, Joyce McCarty, Scott Goodwin, and Paul St. Lawrence represented Citigroup Global Markets in the structuring of more than $8.5 billion of CLO transactions. Over roughly the same period, Bergen and McCarty advised Goldman Sachs on more than $5.2 billion of CLO transactions. Bergen and McCarty also represented Credit Suisse Securities in nine different CLO deals with a value in excess of $4 billion. The practice has a sweet spot in agency mortgage-backed securities offerings and engineered more than $49 billion of deals in this area through March 2013.
Also in April 2013, Stephen Burns and Johnny Skumpija advised Credit Suisse, Citigroup, Goldman Sachs, Morgan Stanley, Wells Fargo Securities and other underwriters in relation to Chesapeake Energy Corporation's $2.3 billion registered high-yield senior debt offering. This deal came hot on the heels of Skumpija's collaboration with William Fogg in the representation of Bank of America Merrill Lynch, JPMorgan, BNP Paribas, Citigroup, and other initial purchasers in relation to mining company Freeport-McMoRan Copper & Gold's $6.5 billion Rule 144A/Reg S senior debt offering. The proceeds from this offering were to finance Freeport McMoRan Copper & Gold's pending acquisition of Plains Exploration & Production Company and McMoRan Exploration Company, mentioned above in connection with the term loan and credit facility engineered by B Robbins Kiessling and Stephen Kessing.
In March 2013, Richard Truesdell represented FCX Notes Offering in relation to its $6.5 billion Rule 144A/Reg S offering of senior notes, with BNP Paribas, Citigroup, JPMorgan, and Merrill Lynch acting as joint book-running managers. Thanks to the net proceeds from this offering, FCX was in a position to finance its previously publicised mergers with Plains Exploration & Production Company and McMoRan Exploration. In September 2012, Michael Kaplan advised Digicel in what the firm characterizes as the biggest-ever high-yield notes offering by an issuer in the Caribbean: a Rule 144A/Reg S offering of $1.5 billion of senior notes, along with a cash tender offer by Digicel for all its outstanding senior toggle notes and senior notes.
In June 2012, James Rothwell oversaw a team of lawyers advising Goldman Sachs and JPMorgan in relation to Johnson & Johnson Irish subsidiary Janssen Pharmaceutical's $12.8 billion accelerated share repurchase from the parent company. The deal drew upon the expertise of derivatives lawyer Mark Mendez as well as counsel from the firm's capital markets, tax, and credit divisions.
In October 2012, Jay Alicandri represented ING Capital in relation to a $75 million senior secured bridge loan credit facility and a $100 million senior secured revolving credit facility to Monroe Capital. The firm characterises this deal as the first of its kind used in conjunction with the kicking off of an IPO. The deal came just weeks after Scott Zimmerman's September 2012 representation of Prospect Capital Corporation as lender in a $170 second lien debt financing for United Sporting Companies, in the latest of a number of financings undertaken on behalf of Prospect.
In the realm of equity capital markets, David Rosenthal in April 2013 advised BioScrip in relation to a $150 million underwritten common stock offering valued at $12 per share. The joint book-running managers were Jefferies, Morgan Stanley and SunTrust Robinson Humphrey. On the debt side, Dechert has proven itself a major player sitting across the table from acknowledged high-yield leader Cahill Gordon & Reindel on one of the year's biggest deals. In January 2013, William Lawlor and Ian Hartman advised Fortune 500 firm Crown Holdings in relation to its $1 billion offering of senior notes which broke down into an $800 million initial Rule144A/Reg S offering of 4.5% senior notes due 2023 and an add-on offering of $200 million aggregate principal amount of 4.5% senior notes also due 2023. Thanks to the proceeds from this offering, Crown had a means to redeem its outstanding $400 million senior notes due 2017 and to pay off $300 million of debt due under the company's term loan facilities.
In December 2012 and February 2013, Dennis Myers oversaw a team of lawyers advising Sensata Technologies Holding in a $501.7 million secondary offering of common stock by certain of its selling shareholders, and then a $300 million secondary offering by certain selling shareholders, some of whom were affiliated with Bain Capital. Equity is not the only area of capital markets where Kirkland enjoys a high deal volume. Partner Korff, mentioned above, has proven his versatility with deals on the debt capital markets side, including the representation of ABB's US division in a $600 million offering of 2.5% notes due 2016 and a $650 million offering of 4% notes due 2021. These May 2012 deals, with a combined $2.5 billion value, marked the company's first US dollar bond offerings.
In October 2012, Scott Gordon demonstrated his expertise in the derivatives space through extensive advisory work regarding the negotiation and documentation of interest rate and currency hedging transactions, whether for purposes of an acquisition, or for general corporate purposes. Gordon has also helped clients in the development of form ISDA documents and also in the negotiation of those documents with certain financial institution counterparties.
In February 2013, Kenneth Morrison represented CarMax Business Services in a public offering of asset-backed notes backed by a pool of motor vehicle retail instalment sale contracts. The offering, involving seven classes of notes, underwent an upsizing to $1.045 billion.
In November 2012, Jeff Cohen and Carson Welsh advised the Utrecht branch of Rabobank Nederland on its issuance of $1.5 billion of 3.950% subordinated notes due 2022. The notes in this issuance contain certain provisions in order to be compliant with new capital requirements promulgated in the Netherlands and throughout Europe. In a series of deals in February, April, and September 2012, Cohen and several other Linklaters attorneys advised Santander Investment Securities and other parties with respect to the sale of over $2.5 billion of notes issued by Banco Santander in Brazil. The bank's issuance took place via its $10 billion global medium-term note program.
To an even greater extent than most competitors, this firm's work in the area of structured finance, securitisation and derivatives is subject to strict confidentiality requirements. We can say that the practice's recent activities include, but are not limited to, acting as review counsel for the equity in three separate CLOs in the first quarter of 2013, advising a bank with respect to conduit lending to a state-owned Latin American energy firm, providing counsel to bank managers making loans to hedge funds and private equity funds throughout the world through VFNs, derivatives, and credit facilities, and advising many clients regarding the securitisation-related provisions of the Dodd-Frank Act.
Best demonstrated his versatility in a November 2012 debt transaction, representing Goldman Sachs, HSBC Securities, JPMorgan Securities and SMBC Nikko Capital Markets as underwriters in The Dow Chemical Company's issuance of $1.25 billion 3% notes due 2022 and $1.25 billion 4.375% notes due 2042. In March 2013, James Barry oversaw a team representing Isle of Capri Casinos in its Rule 144A/Reg S issuance of $350 million 5.875% senior notes due 2021. In January 2013, Edward Best and Jennifer Carlson advised JPMorgan Securities, Goldman Sachs and Bank of America Merrill Lynch as underwriters concerning The Allstate Corporation's issuance of $500 million 5.1% fixed-to-floating rate subordinated debentures due 2053. Mayer Brown's most notable stream of transactions on the debt side may have come in November 2012, as John Berkery and colleagues represented Abbvie in six senior note or floating rate issuances totalling $14.7 billion.
On the derivatives side, much of the firm's work is of an advisory rather than a transactional nature, but no less important for that. Practice head Josh Cohn and counsel Curtis Doty are advising the International Swaps and Derivatives Association (ISDA) with regard to new regulatory requirements under the Dodd-Frank Act and have helped ISDA petition the CFTC for changes to compliance deadlines, providing ISDA with more time to digest the new rules and bring its operations into compliance.
Milbank's work for Latin American clients carries directly over to the debt side of capital markets. In April 2013, Marcelo Mottesi from the firm's global securities practice advised Peru's largest natural gas distribution company, Gas Natural de Lima y Callao, with respect to a $320 million issuance of 4.375% senior notes due 2023, in a deal marking the client's first-ever issuance. The deal enables the company to resolve all of its outstanding pre-issuance indebtedness. Also in April 2013, Arnold Peinado represented Goldman Sachs, Morgan Stanley, and JPMorgan as initial purchasers in $3.5 billion of high-yield issuances by Luxembourg-based Intelstat. The issuances are of a transformative nature for Instelstat, for they enable the company to redeem outstanding senior notes, and retire or repurchase other outstanding debts of the company or its affiliates as it sees fit.
Daniel Leventhal, who divides his time between MoFo’s San Francisco and London offices, is the relationship partner for Bank of America, handling a steady stream of deals. In July 2012, he advised Bank of America in relation to amendments to cross-border credit facilities of an unnamed construction and engineering firm, adding $145 million in available multicurrency resources for global project financings. In February 2013, Leventhal advised the bank on a $145 million direct purchase bond financing for a California medical facility. He also acted for the bank on a $150 million multicurrency secured equity bridge facility in favour of an unnamed group of private equity funds.
In September 2012, David Slotkin represented Wells Fargo, Barclays Capital, Citigroup Global Markets, JPMorgan Securities, Deutsche Bank Securities, Bank of America Merrill Lynch, and other underwriters in a public offering of 21,850,000 common shares of Equity Residential. Thanks to the offering, carried out under its existing shelf registration statement, the company took in proceeds of about $1.2 billion, allowing it to carry out a portion of the cash purchase of its previously announced acquisition of assets of Archstone Enterprise. Equity Residential's acquisition of Archstone from Lehman Brothers closed on February 27 2013.
On the capital markets debt side, there has been a steady stream of work. Jim Tanenbaum, Anna Pinedo, Tom Humphreys, Remmelt Reigersman and Lloyd Harmetz have acted as underwriters' counsel for Bank of American Corporation in more than 100 debt issuances within the last 12 months.
MoFo's representation of Bank of America carries over into the structured product space, where Pinedo and Harmetz have advised the client on more than 370 offerings, raising over $150 billion, since March 2011. The jurisdictions of these deals include Europe, Asia, Latin America, Canada, and Australia. The attorneys represented the client in relation to the launch of its first Rule 144A structured note program, which allows for the issuance of many types of notes to institutional investors.
In July 2012, Schiavone advised Merrill Lynch, BB&T Capital Markets, Deutsche Bank, Morgan Stanley, UBS and Wells Fargo as representatives of the underwriters in relation to BB&T Corporation's registered public offering of $1.15 billion of non-cumulative perpetual preferred stock. Schiavone went on to engineer another deal for the same underwriters' representatives, plus Goldman Sachs, in BB&T's $450 million Series F preferred stock offering in October 2012.
In December 2012, Peter Healy advised co-managers Goldman Sachs, Barclays, Bank of America Merrill Lynch, Deutsche Bank, JPMorgan, Wells Fargo, UBS, BNY Mellon Capital Markets, PNC Capital Markets and SunTrust Robinson Humphrey in apartment developer AvalonBay Communities' public offering of 16,675,000 shares of common stock. The offering strengthened AvalonBay's position as it carried out an agreement with Lehman Brothers Holdings and Archstone Enterprise to purchase the assets and liabilities of Archstone in a cash, stock, and debt transaction valued at $9.5 billion.
Schiavone has proven his versatility with transactions on the debt side. In particular, Schiavone, who brought an outstanding reputation with him from Shearman, is sought out for his ability to work on senior secured notes offerings and other types of deals with one or more leading financial institutions acting as initial purchasers. These deals have enabled his clients to buy back shares held by private equity firms, pay off existing indebtedness, and generally have a much stronger financial profile. In August 2012, Schiavone, Scott Graziano, Jeeho Lee and Judah Bareli advised BNP Paribas, Citigroup, and Morgan Stanley as underwriters in Time Warner Cable's $1.25 billion registered public offering of 4.5% debentures due 2042. The following month, Schiavone took the lead on Wellpoint's two debt offerings worth a total of $4.75 billion, which helped the company finance its acquisition of Amerigroup.
Other O'Melveny partners have helped carry on the winning streak. 2013 had barely gotten underway when John-Paul Motley went to bat for Barclays Capital, Citigroup, Bank of America Merrill Lynch, and RBC Capital Markets, advising them as representatives of the underwriters in relation to Toyota Motor Credit Corporation's $800 million registered global notes offering of 1.375% notes due 2018 and $700 million offering of 2.625% notes due 2023. In March 2013, Motley represented International Lease Finance Corporation, AIG's aircraft leasing unit, in a registered public offering of $750 million 3.875% senior notes due 2018 and $500 million 4.625% senior notes due 2021. The offerings enabled ILFC to pay off existing debts.
New York-based partner Michael Benjamin in November 2012 advised Barclays Capital, Morgan Stanley, JPMorgan Securities, and Merrill Lynch as representatives of the initial purchasers in relation to AbbVie's Rule 144A offering of $14.7 billion of senior notes. Comprising six different tranches, this offering proved to be the biggest dollar-denominated debt issue that the high-grade market has ever witnessed. Moreover, as Shearman points out, Benjamin and his team were able to accomplish this deal on one day, November 5 2012, as the Eastern Seaboard of the United States struggled to cope with the damage wrought by Hurricane Sandy.
In the derivatives space, some of the leading financial institutions trust Shearman's lawyers to advise them on critical compliance matters in a transformed regulatory landscape. Donna Parisi and Geoffrey Goldman are providing counsel to Bank of America Merrill Lynch with respect to the crafting and negotiation of client documentation for cleared OTC derivatives. Shearman's attorneys are advising financial institutions both in the US and abroad about the ramifications of the Volcker Rule as well as new financial regulatory statutes and schemes in the European Union. Parisi and Bradley Sabel have taken on a critical advisory role for Intercontinental Exchange with regard to the impact of Dodd-Frank and EMIR on the client's offering of clearing for credit default swaps, clearing of new products, and overall compliance.
When it comes to structured products, Shearman is doing extensive work for hedge funds (subject to confidentiality agreements), obtaining generous asset-based financing for the funds, collateralised by subscription rights and other fund interests. In March 2013, Robert Evans III oversaw a team advising Morgan Stanley, Deutsche Bank, and other underwriters in American Airlines' private offering of enhanced pass through certificates. The firm characterises this deal as the first EETC for a major US airline to close while the airline was in the midst of bankruptcy and restructuring.
Shearman's work for hedge funds extends far beyond the structured product realm, embracing fund formation work for Maverick Capital, Och-Ziff Capital Management Group, Permal Asset Management, TRG Management, SkyBridge Capital, and other clients, which cannot be publicly disclosed.
On the debt capital markets side, Petrosky advised Bank of America Merrill Lynch, Citigroup, Deutsche Bank, Barclays Capital, HSBC, JPMorgan, Morgan Stanley, and Goldman Sachs in relation to John Deere Capital Corporation's ten MTN offerings with a total value of $5.1 billion, closing in June, September, and October 2012 and in January and March 2013, respectively.
In structured finance, Sidley continues to justify its top-tier status through its expertise with a range of products, tools, structures, and deals and through a geographical footprint including but not limited to bases in Chicago, New York, San Francisco, Washington, and New York. In October 2012 and January 2013, Kevin Blauch and Jonathan Nunes represented Morgan Stanley in relation to two CMBS issuances by MSBAM 2012-C6 and MSBAM 2013-C7, totalling approximately $1.3 billion. In December 2012, the same attorneys acted as counsel to Deutsche Bank in relation to the issuance of CMBS certificates by COMM 2012-CCRE5, with a total value of around $1.1 billion. In a radically different type of deal that may set a precedent for structured finance transactions in a certain part of the world, Michael Durrer advised BNP Paribas, Morgan Stanley, Citigroup Global Markets, Deutsche Bank, RBC, and Barclays on the four biggest Australian banks' covered bond programs. The deal closed last year. Also in 2012, Durrer advised JPMorgan Securities in the establishment of a pair of repo-backed commercial paper programs. In September and November 2012, Robert Robinson, Elizabeth Uwaifo and Robert Kreitman further developed the firm's profile in the structured finance space with a series of credit default swaps and other transactions for financial institutional clients, the details of which could not be publicly disclosed as of presstime.
In January 2013, Rhett Brandon and John Ericson provided counsel to underwriters including Barclays Capital, Goldman Sachs, and JPMorgan Securities in the common stock IPO of Bright Horizons Family Solutions, a Bain Capital Partners portfolio company. This transaction generated roughly $222 million in gross proceeds.
On the debt side, companies keep turning to Simpson Thacher for massive, bet-the-bank transactions. Roxane Reardon provided counsel to Wells Fargo Securities and other underwriters in relation to UnitedHealth Group's $2.25 billion debt offering, which broke down as follows: $250 million floating rate notes due 2014, $500 million 1.625% notes due 2019, $750 million 2.875% notes due 2023, and $750 million 4.250% notes due 2043. In November 2012, William Brentani advised Microsoft in relation to a $2.25 billion debt securities public offering. In a deal underwritten by Barclays, JPMorgan and UBS, Microsoft offered $600 million of 0.875% notes due 2017, $750 million of 2.125% notes due 2022, and $900 million of 3.5% notes due 2042.
Sarah Cogan's registered funds practice rightly enjoys the admiration of many in the industry. In April 2013, her team represented underwriters including Wells Fargo Securities, Citigroup Global Markets, Morgan Stanley, and Ameriprise Financial Services, in Neuberger Berman MLP Income Fund's IPO, which raised about $1.1 billion. In September 2012, the lawyers represented Blackstone/GSO Strategic Credit Fund in relation to its $960 IPO of common shares. Just a month before, the attorneys represented underwriters including UBS Securities, Merrill Lynch Pierce Fenner & Smith, Citigroup Global Markets, Morgan Stanley, Wells Fargo, and Ameriprise Financial Services, in relation to BlackRock Municipal Target Term Trust's $1.8 billion IPO.
In the debt capital markets sphere, the deals for global financial institutions have come at a steady clip. From June 2012 through the present, David Harms has led a team representing Goldman Sachs as underwriters in relation to roughly $10.25 aggregate principal amount of debt issuances. Other clients in multi-billion dollar note offerings in the past year include Bank of Montreal, Bank of New York Mellon, and CIT Group.
Another client reports, "I've been using Cadwalader for seven years now, working mostly with Ivan Loncar and Lary Stromfeld. They're objective and they provide good advice on both the buy side and sell side. They get their teams involved, find out who is the best person to address a matter, and put deep analysis into answering questions. They are highly involved in industry initiatives and at the forefront of regulatory developments." As corporate law firms everywhere struggle to stay ahead of the regulatory curve and help their clients adapt to new requirements under the Dodd-Frank Act, Cadwalader continues its intensive advising of the International Swaps and Derivatives Association (ISDA) with regard to the amendment of existing master agreements concerning swaps. According to the firm, the documentation it is preparing will ultimately benefit tens of thousands of counterparties, enabling them to amend the swap documentation they currently have without the need for bilateral negotiation, which would be exceedingly disruptive to their daily operations and trading.
Moreover, Steven Lofchie, Jeffrey Robins, Lary Stromfeld, Paul Pantano, Ivan Loncar and Doug Donahue are all active in the representation of financial institutions (including Wells Fargo, Citibank, JPMorgan, and Morgan Stanley) in the development of internal cleared derivatives policies that adhere to Dodd-Frank regulations.
A client says, "[Partners] Anna Pinedo and Jim Tanenbaum are the lawyers I prefer to call. I have been in a professional relationship with them for about eight years. The most important consideration, for me, is their commercial awareness of aspects of a transaction, besides the four quarters of a legal document. They're good at understanding client business dynamics, the client being us, or banks, or issuers. They do a good job of assessing risk and providing legal advice around the practical nature of transactions."
A client states: "I'm a very, very enthusiastic client of the Shearman & Sterling funds practice. Our work is managed by Laura Friedrich in their New York office. Her focus, attention, availability and commitment as well as her technical and market knowledge have been really great and there is a significant effort by Laura to staff the constituent tasks at appropriate level of capability. I certainly would look to use them in future fund engagements."
Another client gives the following assessment: "Our experience with Shearman has been unequivocally positive. They are very good business lawyers, and we've had success and efficiency with them in getting to closings with documents that are not typical. We have a lot of unusual features in our documents, and when we have new investors looking at them, there is a lot of stuff to explain. Shearman has lawyers who understand the business rationale for fund terms, and why they're appropriate for the vehicle that we have. That's the thing I most value about them."
"In between fundraises, they are good at keeping us apprised of changes in law and practice, like Dodd-Frank, where there could be an implication for our fund," the same client adds.<
When it comes to private equity fund formation, Kirkland has been and remains an acknowledged leader, with more than 75 attorneys in offices worldwide dedicated exclusively to private funds, and with tax and ERISA experts ready and available to lend their expertise to fund formation. Many of Kirkland's clients and deals in this space are subject to confidentiality requirements, but the highlights include partners Bruce Ettelson, Andrew Wright, Karin Orsic, Nadia Murad and Donald Rocap spearheading the formation of the Golden Gate Capital Opportunity Fund. According to the firm, this fund achieved the feat of raising 95% of its targeted commitments in just a few months and held its final closing in August 2012 with about $3.7 billion of commitments, $200 million above its target. Another highlight saw Ettelson and several other colleagues engineering the AEA Investors Fund V, a $1.95 billion buyout fund, which held its final closing in February 2013 and exceeded its $1.5 billion target. In March 2013, Chris Kallos, Donald Rocap, Laura Bader and Robert Sutton provided counsel in the launch of Arsenal Capital Partners III, an $875 million buyout fund.
Stephen Fraidin, William Sorabella and David Feirstein are representing 3G Capital Partners in an agreement to acquire (together with Berkshire Hathaway) HJ Heinz Company in an all-cash $28 billion transaction, announced in February 2013. As of press time, the firm fully expected all of the necessary shareholder and regulatory approvals and other typical closing conditions to be completed by the third quarter of 2013. David Fox, who represented Blackstone Management Partners in a competing bid for Dell, announced in March 2013, until Blackstone dropped its bid for Dell on April 18, is now providing counsel to Clearwire Corporation in Sprint's $10 billion (enterprise value) acquisition of the share in the company it does not already own.
Much of the firm's work with hedge funds is subject to confidentiality agreements. It can be disclosed that Boston-based partner Leigh Fraser is advising Grantham Mayo Van Otterlo & Co., a firm managing approximately $105 billion in assets, with regard to the offering and operation of roughly 25 hedge funds. Practice head Laurel FitzPatrick is acting as lead counsel to PIMCO in the formation of hedge funds, notably the flagship PARS fund and a series of tail risk funds. Fitzpatrick also provides ongoing counsel to The Blackstone Group concerning the seed investments made by its Strategic Alliance Funds in hedge funds and acquisitions of profit interests in the funds. The fund managers in question are spread out internationally, from London to Hong Kong. Chicago-based partner Deborah Monson is advising Standard Life Investments in relation to expansions undertaken by its Global Absolute Return Strategies Fund, whose strategy involves long and short trading in securities and derivatives.
On the registered fund side, Timothy Diggins, Jeremy Smith and Susan Johnston are advising the DoubleLine Funds complexes and their independent trustees. The attorneys recently represented the client in respect to the DoubleLine Opportunistic Credit Fund, whose IPO raised $326 million. Separately, John Gerstmayr, Bryan Chegwidden, James Thomas and George Raine are providing counsel to the Putnam Funds and their independent trustees, most recently in relation to Putnam's launch of new suites of funds and revisions to the funds' performance fees.
As a client says: "There are lots of good lawyers out there, but if you are a hedge fund or alternative asset business, they've cornered the market as far as their coverage goes. You can be completely confident that the advice you're given is consistent with the way the leading hedge fund managers in the industry are thinking about their business."
Another client singles out partner Craig Stein for praise: "We have worked with Craig and his team at Schulte on a number of transactions. From the legal point of view as well as the business and operational points in the documents, the work has been very good. Craig is precise in his comments, and he gives a practical perspective on the various aspects of the documents."
"I've worked with the Schulte team for better part of ten years and I think they're the best on Wall Street by a mile. Paul Watterson is, hands down, the most business-friendly, responsive, forward-leaning guy you'd ever work with," a third client reports.
In June 2012, Craig Stein represented Muzinich, manager of a long-short credit sub-fund domiciled in Ireland, in the negotiation of a total return swap facility furnishing leveraged financing for a portfolio of bank loans. Stein is providing counsel to a number of investment advisers and their hedge funds in the negotiation with broker-dealers of institutional account agreements and related prime brokerage agreements that will permit the hedge funds to engage in securities transactions. Stein's work for hedge fund clients extends to the representation of advisers and funds in the preparation and negotiation of ISDA master agreements, to allow the funds to execute swaps.
In May 2012, Stein worked with colleagues Jay Williams, David Cohen and Audrey Wei in the representation of Marathon Asset Management in relation to a $365 million CLO issuance. In July 2012, Watterson oversaw a team of attorneys representing Prudential Investment Management in connection with a $413 million CLO issuance.
When it comes to fund formation, many of Schulte's clients and deals are confidential, but it can be disclosed that David Efron in spring 2012 completed work assisting Man Investments in the formation of a "Plan Asset" fund, making use of a European securities-focused, market neutral, long/short strategy. Man Investments is one of the world's largest hedge fund managers with roughly $52.7 billion in assets under management. Also in spring 2012, Efron and Jennifer Dunn advised Owl Creek Asset Management with respect to the formation of the Owl Creek Credit Opportunities Fund. The new entity is a master-feeder fund structure engaging in opportunistic investments as they present themselves across the credit spectrum.
Joseph Smith took the lead in representing Kotak Mahindra in the formation of two Indian private equity funds: The Kotak India Realty Fund II and the Core Infrastructure India Fund, which closed at $600 million and $350 million, respectively.
In March 2013, Stuart Freedman, Robert Loper and John Pollack advised Cerberus Capital Management as lead investor in a consortium's $3.3 billion purchase of several in-store pharmacies owned by publicly traded grocery conglomerate Supervalu. The terms of the purchase included both a substantial cash payment, the assumption of debt and a tender offer by the consortium for up to 30% of outstanding Supervalu shares. Following the closing, the consortium had three members it supported on the 11-member Supervalu board. Separately, in a pending deal announced in January 2013, John Pollack advised Cerberus Capital Management and LNR Property on the $1.05 billion sale of LNR to Starwood Property Trust and Starwood Capital Group.
Frank Bruno represented Prudential in relation to the IPO of its Prudential Global Short Duration High-Yield Fund, whose proceeds are pegged at $780 million, and he provides ongoing investment fund counsel to the same client. Schmidtberger has represented Credit Suisse Securities in the broadening of its HedgeFocus feeder fund platform, which provides clients of the investment bank with access to many of the leading hedge funds. As of presstime, HedgeFocus provided access to five such funds and had plans to expand that access to as many as 15 underlying funds within a year.
In December 2012, Schaffzin and Jennifer Ezring went to bat again for Barclays, representing this client as administrative agent and Barclays, Morgan Stanley, Credit Suisse, Deutsche Bank, and RBC as lead arrangers in relation to a $720 million Term Loan B for purposes of financing Permira Advisers' acquisition of Ancestry.com.
In October 2012 and January 2013, Barshay and Andrew Thompson carried out two representations of Barnes & Noble and NOOK Media. They advised the clients in relation to Pearson's strategic investment in NOOK Media. In return for this investment, Pearson was to receive a 5% equity share in the form of preferred member interests. Although Pearson was investing $89.5 million in cash, Cravath pegs the deal's post-money valuation at $1.8 billion. They also represented Barnes & Noble in relation to its strategic partnership with Microsoft Corporation in the NOOK Media subsidiary. Microsoft agreed to invest $300 million in NOOK Media at a post-money valuation of $1.7 billion, in return for a roughly 17.6% equity stake. The remaining 82.4% equity stake is under Barnes & Noble ownership.
In a deal still pending as of press time, Leor Landa is advising the senior management of Credit Suisse's dedicated private equity business, Credit Suisse Strategic Partners, on its sale to The Blackstone Group. CSSP has $9 billion in assets under management, making this of 2013's the biggest transactions in the investment funds space.
In another transformative merger, the largest transaction in the food industry on record, John Bick is advising HJ Heinz Company on its $28 billion acquisition by Berkshire Hathaway, 3G Capital, and a Brazilian global investment firm. In March 2013, David Caplan advised Comcast on its $16.7 billion acquisition of GE's 49% common equity stake in the NBCUniversal joint venture.
In June 2012, Jeffrey O'Brien provided counsel to Swedish private equity firm EQT Partners with regard to its $2.2 billion sale of Danish-based diagnostics company Dako to Agilent Technologies, a California-based measurement technology company.
In February 2013, Jeffrey Rosen, William Regner and Michael Diz advised Dell's special committee of the board of directors in relation to Dell's agreement to a $24.4 billion acquisition by founder Michael Dell in partnership with Silver Lake. The firm characterises this ongoing deal not only as one of the 15 biggest LBOs of all time, but also the largest buyout since Blackstone's $26 billion takeover of Hilton Hotels in the summer of 2007.
In an M&A deal directly related to one of the acquisition financings detailed above, Paul Bird and Jonathan Levitsky in October 2012 provided counsel to The Carlyle Group in a partnership accord with Getty Images to acquire the latter company from Hellman & Friedman for $3.3 billion. Carlyle will gain a controlling share of Getty Images while the Getty family, for its part, will roll its ownership interests into the deal and Getty's management and co-founder Jonathan Klein will invest equity in the target. The deal will also benefit from $13.7 million in equity financing from buyout fund Carlyle Partners V.
In May 2012, Kevin Rinker, Jeffrey Ross and David Schnabel advised Access Industries as part of a consortium with Riverstone Holdings and Apollo Global Management the acquisition of El Paso's oil and gas exploration and production assets for $7.15 billion.
Complementing Dechert's pure M&A capabilities is a private equity practice harnessing the talents of a deep partner and associate bench. In August 2012, Derek Winokur, mentioned above, represented One Equity Partners in relation to its $1.1 billion acquisition of all outstanding shares of MModal, a deal structured as a two-step tender offer. In June 2012, Henry Nassau and Jeffrey Legath represented private equity player Graham Partners in the acquisition (undertaken in conjunction with other co-investors) of roofing and building product and system manufacturer Henry Company for an undisclosed amount. During the final quarter of 2012, Craig Godshall and Daniel O'Donnell advised Court Square Capital Partners portfolio company Southern Graphics in its $813 million sale to Toronto-based private equity shop Onex Corporation.
A client at a private equity shop gives the following assessment: "I'd say all my experiences with Kirkland have been outstanding. They have an incredibly smart, hard-working team, but I think what sets them apart, in private equity, is that they're also very commercial. They do a good job of threading the needle, knowing all the technical aspects and paying diligent attention to detail, and they also know how things work in the real world."
Another client reports, "Kirkland does 60-70% of our activity in the US. They consistently negotiate really good terms across our portfolio. They've created a ton of value for our firm." The same client adds, "The only question I might have is in trickier situations, where perhaps aggressiveness isn't the best style. I wonder if they would be comfortable amending their style."Kirkland's excellence in M&A is particularly evident in the private equity realm. In December 2012, Armand Della Monica and Joshua Kogan represented ABRY Partners and portfolio company Atlantic Broadband Group in the sale of Atlantic to Cogeco Cable, announced the previous July. The deal drew upon the input of attorneys from the tax, environmental, real estate, intellectual property, debt finance, and other areas of the firm. In October 2012, Matthew Steinmetz, Neal Reenan, Richard Campbell, Matthew O'Brien, and Yaman Shukairy represented Bain Capital in its agreement to acquire Apex Tool Group from the Danaher Corporation for $1.6 billion. In May 2012, Eunu Chun and Christopher Torrente advised Bain on the acquisition of Consolidated Container Company from Vestar Capital Partners for an undisclosed amount.
"We've been working with this firm for two years and we're extremely satisfied. The fees are more reasonable than at many of the big firms and the deals are leanly staffed," says another M&A client.
Yet another client identifies a style that contrasts with certain M&A and private equity powerhouses known for being overly aggressive and pushy: "The McDermott partners we've worked with are smart, insightful, responsive, anticipatory, thorough, all the things that really matter, especially in the M&A business. They do great work, they're on top of what we need, and they're good at relating to the other side and pushing a case without offending anyone."
McDermott's private equity practice handles middle and upper-middle market deals for clients including Baird Capital Partners, LaSalle Capital Group, Great Point Partners, Chicago Growth Partners, Summit Capital, Glencoe Capital, and Westshore Capital Partners, to name only a few. Miami-based partner Frederic Levenson recently represented The ComVest Group in a series of deals including the acquisition by an affiliate of Red Hawk Fire & Security, a deal involving the negotiation of a revolving credit and security agreement to cover the company's operating costs post-acquisition. Last year, Levenson represented General Catalyst Partners, a private investment firm with more than $2.2 billion of assets under management, in a series of acquisitions in the healthcare sector. On the pure M&A side, Stanley Meadows, Ryan Harris, and Helen Friedli in October 2012 advised Heico Holding subsidiary Hoops in the sale of National Basketball Association franchise the Memphis Grizzlies for $377 million. Back in 2000, McDermott had represented Hoops n the purchase of the same franchise.
One client singled out partner David Zeltner for praise, and offered more general comments about the firm: "David has expertise, and he also has the ability to help us better understand what should actually matter to us and what may be less important in the grand scheme, which enables transactions to be completed and he uses associates appropriately. Unfortunately, if you want to engage a top-flight M&A practice, you have to pay top dollar. But at Milbank, you really do get what you pay for. I'm sure you could find an arrangement where you pay two-thirds of the fees, but you won't get 100% of the product. At least for my practice, the stakes are very high – it's kind of like buying insurance."
Another client reports, "Partner Deborah Conrad is incredibly knowledgeable on M&A structuring and negotiation. We're happy with what Milbank has done and we'd gladly go back to them."
According to a third client, "Milbank is definitely not inexpensive, but you're getting what you pay for. I think partner Adam Moses is absolutely brilliant, yet he could bring a complex subject matter to a level where our client could understand it. I was impressed with Adam's responsiveness, helpfulness, and knowledge."
On the M&A side, few firms have handled deals as major and transformative as those engineered by Alexander Kaye's practice at Milbank. The firm is advising Virgin Media in its $24 billion stock and cash acquisition by Liberty Global. The firm characterises this deal as resulting in the leading broadband communications company in the world, providing service to more than 25 million customers in 14 countries. European antitrust regulators' approval of the deal surprised many observers. In July 2012, Thomas Janson oversaw the representation of Catalyst Health Solutions in its $4.75 billion merger with SXC Health Solutions, a deal resulting in one of the world's largest pharmacy benefit management companies. On an ongoing basis, Adam Moses is representing Maloof Sports & Entertainment in the proposed $550 million sale of a controlling share of the Sacramento Kings (basketball franchise) to a consortium of investors including the Nordstrom family, Steve Ballmer of Microsoft, and Chris Hansen of Valiant Capital.
In a deal announced in December 2012, Los Angeles-based partner Hillel Cohn is representing Fosun International of Shanghai in a $3.7 billion acquisition of Focus Media Holding through a take-private transaction. Fosun is the second-largest shareholder of Focus Media. The deal has received coverage as China's single biggest LBO. Meanwhile, Jonathan Melmed in New York is representing the Alaska Permanent Fund in the acquisition of a 35% interest in a unit of Swiss-based MSC Mediterranean Shipping for about $1.93 billion.
In April 2012, Boston-based partner David Fine advised electricity and natural gas distributor NSTAR in its $7 billion merger with Northeast Utilities. In July 2012, practice head Jane Goldstein represented Party City Holdings in its $2.69 billion sale to Thomas H Lee Partners.
On the private equity side, Steve Camahort in February 2013 represented strategic investor Symphony Technology Group in First Advantage Corporation's acquisition of the employee screening unit of LexisNexis Risk Solutions. The terms of the deal, including the amount of the purchase and Symphony's stake in it, are undisclosed. In July 2012, Michael Kennedy advised West Coast private equity shop Francisco Partners with regard to the acquisition of Plex Systems from Apax Partners-affiliated shareholders, for an undisclosed amount.
In January 2013, Chris Abbinante provided counsel to Fortress Investment Group portfolio company Nationstar Mortgage in relation to the purchase of Bank of America servicing rights for 1.3 million residential mortgage loans with an aggregate unpaid principal balance of about $215 billion, as well as $5.8 billion of related servicing advanced receivables.
In March 2013, New York-based partner Sean Rodgers represented Sealy Corporation in its acquisition by Tempur-Pedic International, a deal resulting in a $2.7 billion corporate entity. Altogether, considering the debt taken on, the acquisition's value is roughly $1.3 billion. The deal came hot on the heels of Rodgers's June 2012 representation of Sealy in the formation of a joint venture with Comfort Revolution. In an ongoing deal announced in February 2013, Mario Ponce and Eric Swedenburg are advising Office Depot in relation to its announced merger with OfficeMax Incorporated, envisioned as an all-stock merger of equals. Also in February 2013, Swedenburg and Rob Spatt advised McKesson in its $2.9 billion acquisition of all outstanding shares of PSS World Medical.
In February 2013, Rich Capelouto and Chad Skinner oversaw a team of attorneys representing Silver Lake Partners in the announced acquisition of Dell for $24.4 billion. The intricate structure of this cash-and-equity deal involves Michael Dell and certain of his associates rolling over their shares into the acquiring entity. In the same month, Lee Meyerson and Elizabeth Cooper advised parties affiliated with The Carlyle Group in relation to their purchase of The TCW Group from Société Générale for an undisclosed amount.
In an matter announced in October 2012, Steven Sunshine, Antoinette Bush and Matthew Hendrickson represented a client in a deal of comparable size: Sprint Nextel in its $20.1 billion sale of a 70% share to Japan-based Softbank. The firm characterises this deal as the biggest single overseas acquisition made by a Japanese company.
Although much of the firm's private equity work has an M&A component, the strength of Skadden's M&A practice generally should not overshadow its nimbleness and sophistication in catering specifically to the needs of private equity clients. In July 2012, Allison Schneirov represented regular client Permira Funds, along with News Corporation, in the sale of NDS Group to Cisco Systems for $5 billion. In 2008, Skadden was Permira and News Corporation's counsel in their $3.7 billion going-private purchase of NDS.
In April 2013, Schneirov took the lead on the representation of Permira Funds and the Marazzi Group in the latter's $1.5 billion acquisition by Mohawk Industries. Schneirov had previously represented Permira Advisers, in July 2012, in connection with the client's $500 million purchase of automated equipment manufacturer Intelligrated from Gryphon Investors. In October 2012, Joseph Coco oversaw a group of attorneys advising RailAmerica, a Fortress Investment Group portfolio company, with respect to its $1.4 billion purchase of Genesee & Wyoming. The firm characterises this deal as combining two of the biggest regional and short-line rail operators in all North America.
In a deal announced in February 2013, Los Angeles-based partner Alison Ressler is acting as counsel to Microsoft as the provider of a $2 billion loan to private parties seeking to take Dell private.
In a multi-jurisdictional restructuring closing in June 2012, Steven Gross and M Natasha Labovitz advised Culligan and affiliates in the restructuring of more than $700 million of funded debt. This restructuring made use of an out-of-court debt exchange offer, including the option of a pre-packaged Chapter 11 filing, and it involved extensive collaboration between Debevoise's New York office and its attorneys in London and Paris.
In another restructuring, D'Aversa, Lorraine McGowen and Dan Mathews are advising RBS in relation to a $6 billion restructuring of the Indiana Toll Road and related concessions.