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Used to be, Richmond, Va., was a fine place to do equities work. In fact, Hunton & Williams partner Lewis Powell (later, Justice Powell of the U.S. Supreme Court) was doing it for the corporate ancestor of the Philip Morris Companies Inc. as early as the 1930s. But by the ’80s, the firm realized that the most lucrative and sophisticated work was in New York, so Hunton & Williams opened an office there in 1983. “We had to overcome a certain amount of bias against regional firms, but we were determined to build the practice,” says managing partner Thurston Moore. “Throughout the ’80s, we moved our best corporate lawyers up there.” Jerry Whitson was one of those lawyers. He arrived in New York in 1989, after spending the early days of his career in Hunton & Williams’ Richmond office. Throughout the ’90s he did a broad range of securities and mergers and acquisitions work. In August 2000, Philip Morris — still a steady Hunton & Williams client — asked him to lead a complex series of transactions culminating in the $8.6 billion initial public offering of Kraft Foods Inc. last June. The deal validated Hunton & Williams’ vision: About 20 years after the office opened and 10 years after Whitson’s arrival, Hunton & Williams handled the biggest IPO of 2001. The starting point was R.J. Reynolds Tobacco Holdings Inc.’s April 2000 announcement that its Nabisco Inc. subsidiary was for sale. Philip Morris chief financial officer Louis Camilleri immediately recognized the possibilities. “Nabisco was on our radar screen for some time, and [Philip Morris subsidiary] Kraft was ready to absorb a major acquisition,” he says. Even at that early stage, he saw the outlines of what would become the final deal: Philip Morris would purchase Nabisco, merge it with Kraft, and take the newly merged company public. Camilleri turned to Whitson to pull the pieces together. The size and the complexity of the deal put a premium on planning and organization, two of Whitson’s strong suits. Whitson, 46, is the kind of man who takes pride in being described as methodical. His motto: “No surprises.” In August 2000, he analyzed every step of the transaction and mapped out a timetable. Whitson spent the next year working on the deal full time. First, with M&A co-counsel Wachtell, Lipton, Rosen & Katz and a team of 10 Hunton & Williams lawyers, most of them from the firm’s 80-lawyer New York office, he handled the purchase of Nabisco. Next was the Kraft-Nabisco merger. At the same time, he began to get the newly structured Kraft ready to go public, which required writing a new charter and bylaws, choosing outside directors, and revising option plans. Throughout, he wasn’t getting much sleep. “The company wanted to do the IPO as soon as possible after the acquisition of Nabisco closed, which meant a lot of late nights, a lot of weekends,” Whitson says. Given the amount of money involved, it also meant that a large cast was inevitable. The team included management from Philip Morris; Kraft Foods North America Inc.; and Kraft Foods International Inc.; as well as a slew of investment bankers. “When we filed our initial papers, there were 15 banks listed on the cover page,” says Whitson. “The SEC told us, ‘You’re not supposed to list your whole underwriting syndicate.’ But those were just the co-managers. The entire syndicate was 69 banks.” In addition to its size, the IPO was notable as one of the first to take advantage of the Securities and Exchange Commission’s Regulation FD (Fair Disclosure). Enacted last year, the regulation is designed to level the playing field between institutions and individuals. Normally, institutional investors have the advantage of attending a company’s road show and meeting its management before it goes public. Smaller investors aren’t invited. But under Regulation FD, Philip Morris put together an electronic version of its road show, complete with video presentations by Kraft management. Investors could see it simply by logging on to Kraft’s Web site. The deal’s success has helped propel Camilleri into the CEO position at Philip Morris. (He’ll take over when current CEO Geoffrey Bible steps down later this month.) For Whitson, the methodical approach paid off: When Kraft’s IPO closed on June 13, it was one day earlier than Whitson had predicted the previous August.

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