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The yearlong dissolution of TRW Inc. — once a mighty $12 billion conglomerate — finally drew to an end in late 2002 when Northrop Grumman Corporation sold TRW Automotive Inc. to The Blackstone Group for $4.7 billion. The sale was the final episode in Northrop’s conquest of TRW, a feat made all the more remarkable by the strong takeover defenses the target had as an Ohio corporation. Northrop opened fire in February 2002 with a hostile bid that was quickly rejected by TRW [Big Deals, May 2002]. But TRW, as it turned out, had only delayed the inevitable. In June the Cleveland-based company sold its aeronautical systems unit to Goodrich Corporation for $1.5 billion. Two weeks later TRW agreed to sell itself to Northrop for $11.8 billion. Since the buyer only wanted TRW’s defense businesses, Northrop put the target’s Livonia, Michigan — based automotive unit on the auction block. New York-based Blackstone will take a 58 percent stake in TRW Automotive by ponying up $500 million of its own money and another $3.25 billion in debt. Northrop will purchase the remaining 42 percent with $600 million in debt and $368 million in equity. Blackstone was initially joined in its bid by The Carlyle Group, but the latter dropped out a week before the deal was signed on November 19, 2002. For acquiror The Blackstone Group (New York) Simpson Thacher & Bartlett (New York): Corporate: William Dougherty and associates Mark Brod, Franco Destro, Philippine Dodd, Craig Kalkut, Jonathan Karen, Julia Kou, and Justin Lungstrum. Corporate finance: David Eisenberg, Ris� Norman, Marissa Wesely, and associates Richard Fenyes and Jennifer Hobbs. Tax: Charles Rappaport and associate Gary Mandel. Intellectual property: Kerry Konrad and associate Jason Cohen. Regulatory: David Vann, Jr., and associates Olivier Antoine and Ethan Litwin. Benefits: Brian Robbins and associates Maja Hazell and Laurence Moss. Litigation: Robert Cusumano, counsel Elisa Alcabes, and associate Bryce Friedman. Labor: senior counsel J.Scott Dyer and associate A.Katherine White. Insurance: counsel Steven DeLott. Environmental: counsel Michael Isby. Real estate: counsel Mardi Merjian and associates Lindsay Christopherson and Michael Rishty. (Vann and Litwin are in the firm’s London office.) Since its founding in 1985, Blackstone has relied on Simpson. Robert Friedman was the firm’s lead partner for Blackstone until he joined the client in 1999; since then, Simpson partner Philip (Pete) Ruegger III has led the account. For withdrawn bidder The Carlyle Group (Washington, D.C.) Latham & Watkins (Los Angeles): Corporate: Michael Bond, Daniel Lennon, and associates Geoffrey Davies, Todd Gordon, Catherine Groves, and James Hanna. Benefits and tax: Jed Brickner and associate Robert Lia. Tax: Joseph Sullivan and associates Cheryl Coe and Jennifer Patel. (Bond and Davies are in the firm’s London office; Brickner and Lia are in New York; all others are in Washington, D.C.) Latham is Carlyle’s regular outside counsel. For seller Northrop Grumman Corporation (Los Angeles) In-house: General counsel W. Burks Terry, senior corporate counsel Richard Grieves, Anna Lueje, and Malcolm Swift, and counsel Terry Anderson. Gibson, Dunn & Crutcher (Los Angeles): Corporate: Peter Ziegler and associates Christopher LaQuay, Natalie Maniaci, and Yvonne Shay. Tax: Stephen Tolles. Intellectual property: of counsel J.R. (Rick) Tache. The firm has represented Northrop in corporate matters for the last six years. Freshfields Bruckhaus Deringer (London): Corporate: Julian Francis and associates Michael Pollard, Fade Solanke-Mitterer, and Kwok Hon Yee. Antitrust: Andrew Renshaw, Marc Reysen, and associates Stephanie Cameron and Daniel Harrison. (Renshaw, Reysen, Cameron, and Harrison are in the firm’s Brussels office.) Freshfields was retained by Northrop for E.U. antitrust matters in the purchase of TRW Inc. The firm went on to handle non — U.S. antitrust and European corporate issues in the sale of TRW Automotive. Ivins, Phillips & Barker (Washington, D.C.): Employee benefits: Steven Witmer and of counsel Jeannie Leahy. (Both are in the firm’s Century City, California, office.) Ivins, Phillips is Northrop’s regular outside counsel for benefits. Eversheds (London): Employment: Sergio Barozzi, Malcolm Mason, Annelise Tracey Phillips, Roger Steel, and associates Stephan Corbanie, James Froud, Leila Hamzaou, Constanze Hewson, Fiona McMurtie, Sophie Mortamet, and Rhona O’Shea. Pensions: Anthony Arter and associate Anil Bhan. (Barozzi is in the firm’s Milan office; Phillips is in Cardiff, Wales; Corbanie is in Brussels; Hamzaou and Mortamet are in Paris; and Hewson is in Cambridge, England.) Eversheds was previously retained by Northrop to work on European and international employment law issues in the bid for TRW Inc. OUTLOOK The deal is expected to close this quarter. — David Marcus

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