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As an avid skier, Ropes & Gray private equity lawyer Alfred Rose has a lot of stamina. And it served him well last year in round-the-clock negotiations for the acquisition of manufacturing software company UGS Corp. by a consortium of private equity firms consisting of Bain Capital LLC, Silver Lake Partners and Warburg Pincus LLC. Right up to the day of signing, the deal was far from a sure thing. Another bidder, a club including Golden Gate Capital, Kohlberg Kravis Roberts & Co. and Texas Pacific Group, was competing to buy UGS, a subsidiary of Plano, Texas-based Electronic Data Systems Corp. “It was very much a seesaw,” says Rose, 47. “There were times when we felt very good [about our prospects] and times when we didn’t.” His endurance paid off. On March 13, 2004, Rose’s client signed an acquisition agreement for UGS. The $2.05 billion deal was the largest leveraged buyout of a technology company to date. EDS had taken advantage of last year’s hot private equity market to maximize competition for the subsidiary during the four-month auction. In a traditional auction, the seller enters into exclusive negotiations with one buyer after several rounds of bids, but EDS continued negotiations with two different bidders right up until the morning of the signing. That gave EDS the leverage to pit the two bidders against each other on more than just price. Every detail of the purchase agreements — from the scope of representations and warranties to the timing of closing — had the potential to determine the outcome. “EDS’ counsel would say, ‘With respect to issue X in the contract, your position is not as favorable as the other position we’re looking at, and you might want to think about improving it,’” recalls Rose. Many lawyers would have thrown up their hands in frustration, suspecting that EDS was bluffing. Not Rose. Read the full dealmaker profile and the complete corporate scorecard by subscribing to The American Lawyer.

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