White & Case, Cleary, Weil Gotshal, Ropes & Gray Advise $13 Billion Sale

By Tom Huddleston Jr.

The healthcare industry continues to dominate the M&A market with the announcement last week that Zimmer Holdings has agreed to acquire rival medical device specialist Biomet Inc. The cash-and-stock deal is worth $13.35 billion.

Zimmer and Biomet—both based in Warsaw, Ind, the home of several medical device manufacturers—specialize in orthopedic surgical devices such as artificial hips and knees. Together, the companies, which also make a range of other surgical and dental products, generated $7.8 billion in revenue last year. Zimmer said it expects the combined company to see roughly $270 million in annual savings within three years of the transaction’s closing.

In announcing the deal, Zimmer said it will bolster the company’s portfolio of products while improving its position in what it estimates to be a $45 billion musculoskeletal industry. Once completed, the acquisition would put Zimmer just behind Johnson & Johnson in that market.

Under the terms of the deal, Zimmer will pay Biomet shareholders $10.35 billion in cash as well as Zimmer stock worth $3 billion. The total purchase price includes the assumption of Biomet debt, which The Wall Street Journal pegged at $5.83 billion, as of late February. Once the deal closes, which is expected during the first quarter of 2015, pending regulatory approval, Biomet shareholders will own about 16 percent of the combined company.

The sale comes a month after Biomet filed for an initial public offering expected to raise $100 million. That move was designed to erase some of the debt Biomet’s private equity owners incurred buying the company in a $11.4 billion take-private deal in 2007. The buyers included Goldman Sachs’ private equity arm, The Blackstone Group, KKR and TPG Capital.

White & Case is advising Zimmer on the acquisition of Biomet with a team led by M&A partners Morton Pierce, Chang-Do Gong and Robert Chung. All are in New York.

Chad Phipps serves as Zimmer’s general counsel.

Cleary Gottlieb Steen & Hamilton is acting as lead counsel to Biomet. The team is led by M&A partner Robert Davis as well as corporate partner Jeffrey Karpf and corporate counsel Helena Grannis. Employment law partner Arthur Kohn, finance partner Margaret “Meme” Peponis and employment law counsel Mary Alcock. All are in New York. Brussels-based partner F. Enrique González-Díaz is advising Biomet on European antitrust matters. Cleary associates are Daniel Fernandez, Paul Gilbert, Dorje Glassman, Ian Hastings, Ben Hollesde Peyer, James Langston, Christopher Oglesby, Virginia Romero, Marc Rotter and Amber Thiel.

Weil, Gotshal & Manges is serving as Biomet’s U.S. antitrust counsel with a team that includes global antitrust head Steven Newborn, antitrust partners Ann Malester and Steven Bernstein, antitrust counsel Vadim Brusser and associate Megan Peloquin. All are in Washington.

Ropes & Gray, meanwhile, is serving as Biomet’s regulatory counsel. The Ropes team, which is based in Chicago, Washington and Boston, is led by private equity transactions partner Neill Jakobe, litigation partners Asheesh Goel and Laura Hoey, life sciences partners Michael Beauvais and Joy Liu, IP litigation partner Marc Cavan and health care counsel Allison Fethke. Ropes associates are Nicholas Berg, Jenna Gillingham, Evan Moll and Arefa Shakeel.

Bradley Tandy is Biomet’s general counsel.

Six Firms Advise on Transfer of Comcast Customers to Ease Time Warner Deal

By Chris Johnson

Six major firms have tuned in for the latest episode in Comcast’s dramatic $45 billion acquisition of Time Warner Cable.

Kirkland & Ellis; Wachtell, Lipton, Rosen & Katz; Davis Polk & Wardwell; Willkie Farr & Gallagher; Fried, Frank, Harris, Shriver & Jacobson; and Simpson Thacher & Bartlett were all involved as Comcast agreed to transfer 1.4 million of its cable subscribers to Charter Communications in an all-cash deal valued at $7.3 billion.

The transaction, which will increase Charter’s subscriber base by almost 30 percent, making it the second-largest cable operator in the United States behind Comcast, is designed to ease regulatory concerns surrounding Comcast’s acquisition of Time Warner. Comcast will additionally create a new publicly traded company that will provide services to a further 2.5 million of its customers. Charter, which had previously tried to block the Comcast-Time Warner merger, will hold a 33 percent stake in the new entity—currently named “SpinCo”—with the remaining two-thirds owned by Comcast shareholders. Charter’s shares rose 10 percent within hours of the announcement on Monday morning.

Together with the Charter subscriber swap and SpinCo spinoff, Comcast will reduce its control of the U.S. cable and satellite TV market to less than 30 percent, the company said in a statement. Brian Roberts, Comcast’s chairman and chief executive, said in a statement that the agreement marked an “important step” in the company’s merger with Time Warner Cable, and would deliver “meaningful value” to shareholders.

Comcast turned to regular counsel Davis Polk, which has represented the company throughout its pursuit of Time Warner. The firm’s corporate team includes partners David Caplan, William Chudd, Bruce Dallas and Jason Kyrwood. Partners Avishai Shachar and Neil Barr are providing tax advice. All are in New York except Dallas, who is Menlo Park.

Willkie Farr & Gallagher also continued its role advising Comcast on issues relating to Federal Communications Commission approval. The team included communications, media and privacy partners Francis Buono and James Casserly, along with special counsel Michael Jones. All are in New York.

Charter, meanwhile, was represented by Kirkland and Wachtell.

Kirkland’s team was led by debt finance partner Jason Kanner and capital markets partner Christian Nagler, assisted by debt finance associate Nicholas Schwartz. All are in New York.

Advising for Wachtell were corporate partners Steven Cohen and DongJu Song, tax partner Jodi Schwartz, and restructuring and finance partner Joshua Feltman. Associates are Oliver Board, Donald Casey, Valentina Cassata and Michael Sabbah. All are in New York.

Fried Frank advised Goldman Sachs, which acted as financial adviser to Charter in the deal. The all-New York team was led by corporate partners Peter Golden and Philip Richter, who coheads the firm’s M&A practice. Antitrust and competition partner Bernard Nigro Jr. and corporate senior counsel Arthur Fleischer.

Simpson Thacher represented JP Morgan, which served as financial adviser to Comcast. The all-New York team was led by corporate partner Robert Spatt, with assistance from associates Ariel Oxman and Allen Pan.