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All kidding aside, Latham & Watkins partner Peter Kerman represented Kohlberg Kravis Roberts & Co. in its co-purchase of Toys “R” Us Inc. for $6.6 billion. KKR and the other buyers, Bain Capital Partners LLC and Vornado Realty Trust, will have equal stakes in the toy giant. The deal is expected to close in July. Under the terms of the agreement, the investment group will acquire about 217 million outstanding shares of Toys “R” Us Inc. for $26.75 per share, plus the assumption of an undisclosed amount of debt. Analysts are calling the leveraged buyout one of the largest ever in retailing history. Latham has represented KKR, with offices in Menlo Park, New York and London, for almost 30 years. During that time, Kerman worked on deals for the private equity funds involving grocery chain Safeway Inc., hotel chains Motel 6 and Red Lion, and Accuride Corp., manufacturer of aluminum wheels for trucks and rigs. Kerman became involved in the Toys “R” Us deal in August when the Wayne, N.J.-based company put itself on the block. Initially, the public company sought to sell only its global toy business Toys “R” Us but keep its line of baby toys, clothing and products, Babies “R” Us. “Domestically, Toys had been under a lot of pressure attributed to the big-box retailers — the Wal-Marts and Targets,” Kerman said. “Babies had been stronger.” So lawyers took on the challenge of separating the two operations in their due diligence for the sale. Then late last year, the public company’s board shifted its thinking and solicited bids for the entire company. “It’s like you are buying a house,” Kerman said, “a very popular house.” Press reports at the time said another bidder was the Cerberus Group, which included investment banker Goldman Sachs and real estate investment trust Kimco Realty Corp. European private equity firm Permira also teamed up with U.S. rival Apollo to make a combined bid for the Toys “R” Us business. Latham & Watkins’ team included Menlo Park partners Joseph Yaffe and Anthony Klein and associates Sarah Gibbs and Luke Bergstrom, San Francisco partner Karen Silverman, Los Angeles partner John Clair Jr. and New York partner Gregory Ezring. Kirkland & Ellis, Clifford Chance and Stikeman Elliott represented Bain Capital, and Sullivan & Cromwell represented Vornado. Simpson Thacher & Bartlett advised Toys “R” Us and Skadden, Arps, Slate, Meagher & Flom advised the Toys “R” Us board of directors. — Marie-Anne Hogarth ASK JEEVES ASKS TO BE ACQUIRED Gibson, Dunn & Crutcher attorneys helped marry off the Internet’s famous butler. Oakland’s Ask Jeeves Inc. announced Monday that it is being acquired by IAC/InterActiveCorp in a deal worth $1.85 billion. The acquisition will give Ask Jeeves “the resources to play on a much larger field,” said Douglas Smith, a partner in Gibson, Dunn’s San Francisco office. Ask Jeeves, which lets Internet users conduct searches by posing questions to its trademark butler, Jeeves, is ranked No. 4 among search engines, behind Google Inc., Yahoo Inc. and Microsoft Corp. Under the deal, IAC will issue 1.2668 shares of common stock for each share of Ask Jeeves common stock in a tax-free transaction. IAC intends to buy back at least 60 percent of the number of shares it will issue for the transaction. Last year Ask Jeeves sought to beef up its market share by purchasing Interactive Search Holdings Inc., owner of Excite.com and other Web sites, for $343 million. Now it’s decided to combine with a media conglomerate. New York City-based IAC owns online ticket retailer Ticketmaster Corp., Expedia, Hotels.com, Match.com and HSN. Gibson, Dunn got the Ask Jeeves assignment, its first for the company, through its work for PeopleSoft Inc. Gibson, Dunn lawyers met Ask Jeeves Chairman A. George “Skip” Battle, who was a director of PeopleSoft, when PeopleSoft hired the firm to fight Oracle Corp.’s hostile takeover bid. Gibson, Dunn initially was PeopleSoft’s main outside counsel in the effort. While most of the firm’s team was replaced five months later, Smith continued to work on various corporate matters for the company until Oracle succeeded in acquiring it. The Gibson team handling the Ask Jeeves deal included partners Peter Heilmann, Dennis Friedman, Paul Issler and Joseph Kattan, of counsel Ron Ben-Yehuda, and associates Kendra Kresse, Galen Lemei, Kimberly Woolley, Joshua Cender, Anna Zhuravitsky, John Filippone and Michael Collins. Ask Jeeves’ in-house team included General Counsel Brett Robertson and attorneys Daniel Caul, Laura Macaulay and Steve Pickering. David Karp, a partner at New York’s Wachtell, Lipton, Rosen & Katz, represented IAC. — Brenda Sandburg

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