Italian Lottery Deal Involves Wachtell, Clifford Chance, Allen Overy, Sidley

Italian lottery operator GTECH S.p.A. has announced Wednesday that it would acquire Las Vegas-based slot machine maker International Game Technology for $6.4 billion, including $1.75 billion in net debt. GTECH said it had secured financing from Credit Suisse, Barclays and Citigroup.

The transaction must be approved by shareholders of both companies. However, an Italian holding firm that controls nearly 60 percent of GTECH’s shares, De Agostini S.p.A., has agreed to support the transaction. It will hold 47 percent of the new company’s shares. The deal, which is also pending clearances from antitrust and gaming regulators, is expected to close in the first half of 2015.

The deal marks the latest in a string of corporate inversions this year as more companies are opting to abandon their U.S. residency. While neither company touted any tax benefits associated with the deal, the U.K. has been a popular country for companies seeking to enjoy a lower tax rate and to have access to foreign earnings without paying U.S. taxes.

GTECH turned to Wachtell, Lipton, Rosen & Katz. The New York-based Wachtell team was led by corporate partners Benjamin Roth and Andrew Brownstein, and included antitrust partner Nelson Fitts, executive compensation and benefits partner David Kahan, restructuring and finance partners Joshua Feltman and Eric Rosof and tax partner Jodi Schwartz. Associates Nathaniel Asker, antitrust; Rohit Nafday, executive compensation and benefits; Michael Sabbah, tax; Valentina Cassata,Raaj Narayan and Francis Stapleton, corporate; and Peter Zuckerman, restructuring and finance, were also on the team.

The New York-based team from Clifford Chance was lead by capital markets partner Gary Brooks, banking and finance partner Thomas Schulte, banking and finance counsel Daniel Winick, and corporate partner Sarah Jones. Also on the deal were Milan-based banking and finance partners Charles Adams and Filippo Emanuele, along with London-based partners Stewart Dunlop, capital markets, and Patrick Sarch, corporate.

Allen & Overy advised IGT on U.S. tax aspects of the deal, as well as Italian and English law. New York-based tax partner Dave Lewis led the team that included Milan-based corporate partner Paolo Ghiglione, London-based corporate partner Philipp Wahl and tax partner Lydia Challen, along with Rome-based tax partner Francesco Bonichi.

International Game Technology sought legal counsel from Sidley Austin, whose team included Chicago-based corporate partners Thomas Cole, Paul Choi, Gary Gerstman, Matthew Johnson and Matthew McQueen, Washington, D.C.-based antitrust partners William Blumenthal and Ken Glazer, and Dallas-based banking and finance partner Kelly Dybala.

Italian firm Lombardi Molinari Segni’s team included corporate partners Lidia Caldarola, Giovanna Giansante, Stefano Pomicino and Antonio Segni.

Morgan Stanley & Co. provided financial advice to IGT, while GTECH turned to Credit Suisse. Michael Prescott is the general counsel for GTECH.

Gibson Dunn & Crutcher represented Morgan Stanley & Co. in its capacity as financial adviser to IGT. The deal team included Los Angeles corporate partner Jonathan Layne and counsel Andrew Hirsch.

Shearman, Troutman, Kelley, Simpson Tapped for Chemical Company Merger

Albemarle Corporation announced that it plans to acquire competitor Rockwood Holdings for $6.2 billion in a cash and stock deal. The move will combine two of the world’s largest specialty chemical companies.

Shearman & Sterling, Troutman Sanders and Kelley Drye & Warren advised Albemarle, while Simpson Thacher & Bartlett advised Rockwood Holdings. Bank of America and Merrill Lynch acted as financial advisers to Albemarle and Lazard and Citigroup advised Rockwood.

The New York-based Shearman & Sterling team was led by M&A partners John Marzulli and Eliza Swann, and included Laurence Bambino, tax; Beau Buffier, antitrust; Alan Goudiss, litigation; Lisa Jacobs, capital markets; Doreen Lilienfeld, executive compensation and employee benefits; Steven Sherman, finance, Samuel Waxman, IP; and environmental counsel Jason Pratt. Participating associates included Cody Wright and Michael Dockery, M&A; Robert Giannattasio and Julia Twarog, corporate; Kelly Karapetyan, antitrust; Fraser Hartley, capital markets; Derek Kershaw, tax; Amy Gluckman, finance, Nadar Dabbo, Michael Jokic and Joshua Steinberger, IP; Jennifer Stadler and Regina Park, executive compensation and employee benefits; Laura Mulry, environmental, and Juliana Clay, litigation.

Shearman’s Washington, D.C.-basedteam included litigation partner Philip Urofsky, litigation associate Alison Welcher, antitrust associate Jack Mellyn, and London-based antitrust associate Daniela Bowry-Blum.

Kelly Drye tapped corporate partners Patricia M. Lee, M. Ridgway Barker and Clyde Tinnen, and employee benefits and executive compensation partners Pamela D. Kaplan and Victoria H. Zerjav.

Simpson Thacher turned to M&A partner Brian Stadler and capital markets partner Roxane Reardon, and partners Eric Swedenburg, M&A; James Cross, credit; Ryan Bekkerus capital markets; David Rubinsky, executive compensation; and Marcy Geller and Robert Holo, tax. In addition, antitrust senior counsel Michael Naughton, environmental senior counsel Michael Isby and capital markets counsel Patrick Baron were on the deal.

Simpson associates included Ben Schaye, Scott Naturman, Judy Huang, Paul Bennett,and Benjamin Heriaud, M&A; along with Christopher Bell, credit; Patricia Adams, executive compensation; Sophie Staples, tax; and Etienne Renaudeau and Alexander Key, IP. The antitrust team also included partner David Vann and associate Tara Kelly in London.

Troutman Sanders tapped Richmond, Virginia-based corporate partners John Owen Gwathmey and David Carter along with corporate associate Doug Boyle.