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After a buying spree, Vivendi Universal S.A. is now on a selling spree. The French conglomerate, a year after acquiring Houghton Mifflin Company for $2.2 billion, has sold the Boston-based textbook publisher to Bain Capital, Inc., Blackstone Group L.P., and Thomas H. Lee Company at a loss of $500 million. Once the extravagant party thrown by former CEO Jean-Marie Messier came to an end, Vivendi Universal had to deal with a massive hangover and empty pockets. Its sale of Houghton Mifflin is part of an effort to reduce the $19 billion in debt that Messier amassed in his string of acquisitions. The buyers, all private equity funds, paid about 40 percent of the $1.7 billion purchase price in equity, and raised debt to fund the rest. The deal closed in December 2002. For acquirors Bain Capital, Inc. (Boston), Blackstone Group L.P. (New York), and Thomas H. Lee Company (Boston) Simpson Thacher & Bartlett (New York): Corporate: James Knight, Jay Ptashek, Edward Tolley III, Michael Wolfson, and associates Cole Bankson, Patrick Baron, Franco Destro, John Ericson, Christine Gunn, Lillian Lau, J. Alden Millard, Jr., Eric Novak, Sinead O’Shea, Mark Pflug, Oliver Schiltz, and Miriam Thomas. Executive compensation: Alvin Brown, Brian Robbins, and associates Robin Quittell and Andrea Wahlquist. Tax: associates Meredith Jones and Gary Mandel. Antitrust: associates Olivier Antoine, Jack D’Angelo, and Ethan Litwin. Regulatory: David Vann, Jr. (Ptashek, Wolfson, Bankson, Baron, Novak, O’Shea, Pflug, Schiltz, Thomas, Jones, Litwin, and Vann are in the firm’s London office.) Simpson was retained because it has long represented Blackstone, as well as Kolhberg Kravis Roberts & Co. and Apax Partners, Inc., which were originally part of the purchasing consortium. After KKR and Apax withdrew from the bid, Bain, Blackstone, and Lee continued to employ Simpson. For seller Vivendi Universal S.A. (Paris) In-house: General counsel Jean-Francois Dubos, vice president — antitrust and corporate Frederic Crepin, and vice president and assistant to the general counsel Simon Zinger. Weil, Gotshal & Manges (New York): Corporate: Akiko Mikumo, Thomas Roberts, and associates Scott Baglio, Michael Colvin, Caroline Kraus, Anthony Taylor, and Scott Waldman. Tax: Kimberly Blanchard. Trade practices and regulatory: Debra Pearlstein. (Colvin is in the firm’s Dallas office.) Vivendi Universal retained Weil partner Ira Millstein for corporate governance advice last summer. When the company decided to sell its publishing assets (Houghton Mifflin in the United States and Vivendi Universal Publishing in Europe and the rest of the world), it first tapped Claude Serra of Serra, Leavy & Cazals in Paris. Serra was then working with Millstein in advising Vivendi Universal on corporate governance issues and introduced Agnes Touraine, the CEO of Vivendi Universal Publishing, to Weil’s M&A partners. Serra, Leavy & Cazals (Paris): Frederic Cazals, Claude Serra, and associates Emmanuel El Medioni and Tanguy Nicolet. Antitrust: David Chijner. Serra, Leavy merged with Weil in December 2002. Lovells (London): Labor: Elisa Bardavid and Christian Belloin. (Both are in the Paris office.) — David Marcus

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