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What late-summer doldrums? Lawyers working on Headwaters Inc.’s $715 million cash purchase of Tapco Holdings Inc. hustled to close the deal the same day it was signed. “You usually sign a deal, and then a couple of months later close,” said Kenton King, a partner in the Palo Alto office of Skadden, Arps, Slate, Meagher & Flom who represented Tapco. “It meant a lot of work to do to bring the deal together.” The rapid turnaround, which King attributed to having laid a lot of the groundwork in advance, was also notable since it was finalized over Labor Day weekend. “Typically bankers close up shop the last week of August,” said Pillsbury Winthrop partner Linda Williams, who led the team representing Headwaters. To get a deal of this magnitude done over the holiday weekend “required sacrifice by a number of people.” Based in South Jordan, Utah, Headwaters converts fossil fuels into alternative energy products. Tapco, headquartered in Wixom, Mich., manufactures building products used in exterior residential remodeling and construction, including vinyl siding, window shutters and roof ventilation. In recent months, Headwaters has made a push to ramp up its construction and mortar business. In June, it acquired Eldorado Stone Inc., a manufacturer of architectural stone veneer, for $202 million. Pillsbury handled that transaction as well. Headwaters purchased Tapco from Fremont Partners, a large private equity fund in San Francisco. Skadden represented Fremont in its 1999 acquisition of Tapco. Headwaters funded its acquisition with senior secured credit facilities and balance sheet cash. Morgan Stanley and J.P. Morgan underwrote the permanent credit facilities, and Morgan Stanley advised Headwaters on the transaction. The Skadden team included associates Leif King, Brady Mickelsen, Allen Seto, Eric Hwang and Kristin Major and counsel Lonny Block, Joseph Yang and Jane Kroesche. The Pillsbury team representing Headwaters included partners Robert Spjut, Brian Wainwright and Norman Carlin, counsel Glenn Borromeo and associates Patrick Devine, Thomas Gump, Maryam Sabbaghian, Joan Burns, Kelley Harris, Eric Save, Whitney Street and Elizabeth Loh. Headwaters General Counsel Harlan Hatfield and assistant GCs Curtis Brown and Jason Day also worked on the transaction. Shearman & Sterling represented the investment bank financiers. — Brenda Sandburg MONEY IN THE BANK Pillsbury Winthrop attorneys kept their poker faces steady during a recent deal, even though they had reason to grin on their client’s behalf. Firm lawyers steered Redwood Empire Bancorp through its $148 million acquisition by Westamerica Bancorporation last month. Though the sale price broke no records, its price-to-book ratio was jaw-dropping. High-performing Redwood received five times its book value. No other bank has received even four times book value this year. Pillsbury Winthrop associate Michael Ouimette said his team couldn’t afford to get swept up in the excitement. “You have to proceed somewhat in a vacuum and protect the interests of the clients.” For instance, he said, “It’s important to negotiate and craft an effective fiduciary out provision regardless of whatever kind of deal premium you’re getting.” The cash-and-stock deal is expected to close in the fourth quarter of this year or the first quarter of 2005, pending customary shareholder and regulatory approval. Bingham McCutchen represented San Rafael-based Westamerica. Redwood Empire Bancorp, parent company of National Bank of the Redwoods, is based in Santa Rosa and has seven branches in Sonoma, Lake and Mendocino counties. Rodney Peck led Pillsbury Winthrop’s team, which included partners Patricia Young, Keith Gercken and Cindy Schlaefer and associates Ouimette and Joan Burns. Thomas Reddy led Bingham McCutchen’s team. Partner James Rockett played a leading role as well. Partner Roger Ehlers lent an assist with tax matters, with counsel Venrice Palmer, Maureen Young and Alison Wauk rounding out the team. — Adrienne Sanders

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