Corporate: Robert Azarow and associates Christian Cheslak, Amy Fallone, and Eleni Zanias. Financial services regulatory: Brian McCormally. Executive compensation and benefits: W. Edward Bright and associate Gregory Hughes. Tax: Cynthia Mann. (All are in New York except for Washington, D.C.–based McCormally.) Azarow and Bright began representing Hudson City in 1998 when both men were partners at Thacher Proffitt & Wood. Omer "Jack" Williams, a former managing partner at the now-defunct law firm, forged a relationship with former Hudson City CEO Leonard Gudleski and his successor Ronald Hermance Jr., the current chairman and CEO. Thacher was Hudson's primary outside counsel until the firm failed at the end of 2008. Azarow and Bright took the client with them when they moved to SNR Denton at the start of 2009 and then to Arnold & Porter the next year.
—D.M.
* * * * * *
Realty Income
American Realty Capital
Realty Income Corporation agreed to pay $2.95 billion in stock and debt for rival commercial real estate company American Realty Capital Trust Inc. on September 6. Realty Income would gain 501 properties in the deal, bringing its total to more than 3,250.
The target's stockholders will receive 0.2874 of a Realty Income share per American Realty share, consideration worth about $12.21 the day the deal was announced, a 2 percent premium over the target's closing price the previous day. In addition to paying a total of $1.9 billion in stock, Realty Income will also assume $526 million of American Realty's debt and pay off another $574 million. The parties hope to close the deal in the fourth quarter of 2012 or early 2013 pending approvals from regulators and both sets of shareholders. ??
For acquiror Realty Income Corporation (Escondido, California)
In-House:
General counsel Michael Pfeiffer.
Corporate: William Cernius, Julian Kleindorfer, Paul Tosetti, and associates Mathew Davis-Ratner, Jeffrey Holgate, Chase Leavitt, John Raney, Libby Stockstill, David Wheeler, and Michael Young. Finance and real estate: David Meckler and associates Shannon Jensen and Nathan Logan. Environmental: Christopher Norton and associate Charles Anthony III. Employee benefits and compensation: David Taub and associate Michelle Carpenter. Tax: Michael Brody, Ana O'Brien, and associate Mimi Chao. Litigation: Michele Johnson, Miles Ruthberg, and associate Andrew Gray. (All are in Costa Mesa, California, except for the following: Kleindorfer, Tosetti, Wheeler, Taub, Carpenter, Brody, O'Brien, and Chao are in Los Angeles. Jensen is in San Diego; Logan is in Chicago; Ruthberg is in New York.) Latham has done work for Realty Income since 1993, and company chairman Michael McKee is a former Latham partner. He left the firm in 1994 to become the chief legal officer of The Irvine Company, a real estate investment firm where he became CEO in 2007. He retired from Irvine in 2008 and joined Realty Income as chairman earlier this year.
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