At least five Am Law 100 firms have landed roles on the $2.9 billion cash-and-stock sale of Lender Processing Services to Fidelity National Financial, the nation’s largest title insurer.
Announced Tuesday, the transaction calls for Jacksonville-based FNF to reacquire a unit it spun off in 2008 that provides technology and data analysis to mortgage and real estate businesses. FNF plans to pay roughly $1.5 billion in cash for LPS, which handles about half of all mortgages in the United States in terms of dollar value, according to Bloomberg.
Michael Aiello, chair of the corporate department at Weil, Gotshal & Manges, is leading a team from the firm advising FNF on the matter. Other Weil lawyers working on the deal include banking partners Angela Fontana and Allison Liff, capital markets partner Jennifer Bensch, tax partners Marc Silberberg and Chayim Neubort, and associates Jordan Fasbender, A.J. Frey, Sachin Kohli, Megan Pendleton, Lucas Spivey, and Ryan Taylor.
Also advising FNF in connection with the transaction are C. Thomas Hopkins and Ian Smith, corporate partners in Cooley’s Los Angeles office who joined the firm earlier this year from Sheppard Mullin Richter & Hampton. Other Cooley lawyers working on the team led by Hopkins and Smith include tax partner Lesse Castleberry and associates Stanley Barsky, Clark Chu, Dan Espinoza, Yueting Liang, and Erin Walczewski. While at Sheppard Mullins in January, Hopkins and Smith counseled FNF on its acquisition of employee benefits company Digital Insurance for an undisclosed sum.
Peter Sadowski serves as FNF’s chief legal officer, while Michael Gravelle is the company’s general counsel. Frank Willey, a partner with Hennelly & Grossfeld in Marina del Rey, California, serves as vice-chairman of FNF’s board of directors. Richard "Rick" Massey, a former head of Kutak Rock’s M&A practice and onetime Alltel general counsel, serves as an independent member of the FNF board.
FNF chairman William Foley II, a real estate lawyer who has helped the company expand into the restaurant sector, is also privy to some sweet perks in the form of vacation homes through his position, according to a recent report by Forbes.
Davis Polk & Wardwell corporate partner Leonard Kreynin and associates Sara Chang and Christopher Utecht are advising Bank of America Merrill Lynch and J.P. Morgan Securities, which are acting as financial advisers to FNF on the proposed purchase of LPS. Both financial advisers are providing approximately $1.8 billion in financing to FNF on its proposed purchase of LPS, which is expected to close in the fourth quarter of this year.
James Florack, cohead of the global credit group at Davis Polk, is leading another team from the firm advising both Bank of America and JPMorgan Chase on the acquisition financing. Other Davis Polk lawyers working on the matter include capital markets partner Michael Kaplan, OFAC counsel Jeanine McGuinness, and associates Jonathan Brown, Meyer Dworkin, and Jeong Oh.
As part of the agreement, FNF will combine its $875 million ServiceLink unit with LPS into a consolidated holding company dubbed Black Knight Financial Services. FNF will then sell a 19 percent minority interest in that newly formed holding company to private equity firm Thomas H. Lee Partners for $381 million in cash, while retaining the remaining 81 percent stake.
Cravath, Swaine & Moore corporate partners Robert Townsend III and Damien Zoubek are leading a team from the firm advising Jacksonville-based LPS on the transaction. The Cravath team also includes employee benefits partner Eric Hilfers, tax partner Michael Schler, antitrust partner Peter Barbur, practice area attorney M.C. Tania Balthazaar, and associates Yaw Anim, Amy Benford, Andrew Carlon, Keith Hallam, and Maya Rosenthal-Larrea.
LPS has previously turned to Cravath for counsel on various matters, including a high-yield senior debt offering last year. Cooley, which is advising FNF on its acquisition of LPS, also represented the latter this month on a $14 million securities fraud settlement related to the "robo-signing" of mortgage documents. LPS announced earlier this year that it had agreed to pay $127 million to settle foreclosure complaints brought by the attorneys general of 46 states and the District of Columbia. Todd Johnson, a former Holland & Knight partner, serves as general counsel and corporate secretary for LPS.
Fried, Frank, Harris, Shriver & Jacobson corporate partners Abigail Bomba and Philip Richter are representing Goldman Sachs in its capacity as LPS’s financial adviser on the transaction.