Six Firms Handle Walgreens’ Purchase of Alliance Boots Stake for $6.7 Billion

Walgreens has agreed to pay $6.7 billion in cash and stock to acquire a 45 percent stake in European pharmacy retailer Alliance Boots.

The deal, which calls for Walgreens to pay $4 billion in cash and 83.4 million shares, also provides an option for the U.S. drug store chain to purchase the remaining 55 percent stake in Alliance Boots in 2015 for approximately $9.5 billion in cash and stock.

When the initial deal closes, expected by Sept. 1, the combined companies will operate 11,000 stores in 12 countries and run 370 pharmaceutical distribution centers that deliver to more than 17,000 pharmacies, doctors and hospitals in 21 countries. The two companies together will also be the world’s largest purchaser of prescription drugs.

Alliance Boots, headquartered in Zug, Switzerland, is owned by the company’s executive chairman, Stefano Pessina, and private equity firm Kohlberg Kravis Roberts. The boards of directors at both companies have unanimously approved the transaction, which is expected to generate as much as $1 billion in cost savings by the end of 2016.

Walgreens, based in Deerfield, Ill., turned to a Wachtell, Lipton, Rosen & Katz New York deal team led by corporate partners Andrew Brownstein and Benjamin Roth, with partners Michael Segal, executive compensation and benefits; Eric Rosof, restructuring and finance; and Jodi Schwartz and T. Eiko Stange, tax; and associates Edward Lee, Octavian Timaru and David Cohen, corporate; D. Mishe Addy, executive compensation and benefits; Michael Benn, restructuring and finance; and Vincent Kalafat, tax.

Allen & Overy also represented Walgreens with a team led by Amsterdam corporate partner Justin Steer and associates Emily Barker and Jelle Menalda van Schouwenburg, with Amsterdam partners Paul Glazener, competition; and Ben Fox, banking; of counsel Leigh Hancher, health care regulatory; and associates Maarten de Jong, competition; Frederieke van Baal, corporate; Max Mayer and Ian Johnston, banking; and Elske Henny, health care regulatory.

In London were partners Sylvie Watts, incentives; Dana Burstow, pensions; Jim Ford, IP & IT; Matthew Townsend, environmental; Mark Mansell, litigation/employment; Christopher Woolf, real estate; and Lydia Challen, tax; with senior associate James Burton, tax; and associates Alys Carlton, corporate; Andrew Nealey, incentives; Stephen Beattie, pensions; Alex Shandro, IP & IT; Mary Neave, environmental; and Ainsley Benefield, litigation/employment.

Allen & Overy’s Hamburg team included corporate partner Nicolaus Ascherfeld, senior associates Fabian Christoph and Ruediger Kleuber, and associate Max Landshut. In Paris were corporate counsel Karine Montagut and associate Arnaud de Rochebrune, with litigation associate Jean-Baptiste Thienot. Banking partner Norbert Wiederholt worked from Frankfurt while corporate partner Richard Kim and senior associate Justin Tan advised from Shanghi. The firm’s corporate team in Luxembourg included partner Marc Feider, counsel Bertrand Geradin and associate Adrien Pastorelli.

Lazard Group, financial advisor to Walgreens, turned to a Gibson, Dunn & Crutcher team led by New York corporate partners Dennis Friedman and Eduardo Gallardo, with associate Saee Muzumdar. Another financial advisor to Walgreens, Goldman Sachs, was represented by a Cleary Gottlieb Steen & Hamilton team that included New York partner Ethan Klingsberg and senior attorney Jennifer Bender.

Simpson Thacher & Bartlett advised Alliance Boots and KKR with a deal team that included New York partners Mark Pflug and Gary Horowitz, M&A; Steven Todrys, tax; Joseph Tringali, antitrust; Michael Nathan, securities; Andrea Wahlquist, executive compensation and employee benefits; and Lori Lesser, intellectual property; senior counsels Adeeb Fadil, environmental; and Michael Naughton, regulatory/antitrust; real estate counsel Krista McManus; and associates Daniel Tseng, Daniel Layfield, John Wang and Alexander Coedo, M&A; Sean Austin and Sean FitzGerald, tax; Christopher Bell, credit; Justin Hoffman, securities; Jennifer Pepin, executive compensation and employee benefits; Timothy Mulvihill, environmental; and Ellen Frye, regulatory/antitrust. In London were partners David Vann, antitrust; and Ian Barratt, credit; senior counsel Meredith Jones, tax; and associate Lucy Jenkins, credit.

Alliance Boots was also represented by a Darrois Villey Maillot Brochier Paris team that included partners Alain Maillot and Benjamin Burman, M&A; and Didier Théophile and Igor Simic, competition; with M&A associates Forrest Alogna and Alix Quincy.

Bracewell, Latham, Jones Day Advise on $4 Billion Sale of Pipeline Assets

Chesapeake Energy Corporation has agreed to sell its midstream natural gas pipeline assets to private equity firm Global Infrastructure Partners (GIP) in three separate transactions totaling $4 billion.

The company, the country’s second largest producer of natural gas, will sell all its interest in Chesapeake Midstream Partners to GIP for $2 billion in cash. When the deal closes, expected June 29, GIP will own 100 percent of CMP’s general partner interest and 69 percent of the company’s limited partner units.

GIP also signed a letter agreement to acquire certain midstream assets from Chesapeake subsidiary Chesapeake Midstream Development. Additionally, CMP signed a letter agreement to buy certain mid-continent gathering and processing assets from Chesapeake. These two deals are valued at a combined $2 billion.

Chesapeake, based in Oklahoma City, expects the transactions to reduce its expenditures by approximately $3 billion over the next three years. The deal comes as the company struggles to cope with more than $13 billion in debt and an inquiry into nearly $1 billion in alleged personal loans to CEO Aubrey McClendon.

GIP, headquartered in Stamford, Conn., turned to a Latham & Watkins team led by New York M&A partners Ted Sonnenschein and Eli Hunt; with partners Charles Carpenter, M&A: Andrea Schwartzman, equity finance; and David Raab, tax; and associate Matthew Chase, equity finance. In Houston were partners Ryan Maierson, M&A: Craig Kornreich, bank finance; and Timothy Fenn, tax. Employee benefits matters were handled by Los Angeles partner David Taub with Silicon Valley associate James Metz.

Bracewell & Giuliani advised Chesapeake with a deal team that included New York partners Elizabeth McGinley, tax; and Daniel Hemli, antitrust; and associate Alexander Jones, tax; with Houston partners Michael Telle, capital markets; Gregory Bopp, corporate/tax; G. Alan Rafte, energy; and Bruce Jocz, ERISA; and associates Harrison Bolling and Erica Hogan, capital markets; Michael De Voe Piazza and Christopher Miller, energy; and Allison Perry, labor. In Washington, D.C. was antitrust counsel Jacqueline Java.

In addition to Bracewell, C. Ray Lees and Michael Meleen from the Commercial Law Group in Oklahoma City are advising Chesapeake.

Jones Day is advising CMP and CMD on their sale to GIP, with a deal team led by Houston corporate partner Jeffrey Schlegel.