Northeast / NSTAR
Northeast Utilities agreed to buy rival New England electric power producer NSTAR for $4.2 billion in stock and $2.5 billion in assumed debt on October 18. At about $40.28 per share, the deal gives NSTAR ‘s shareholders virtually no premium, though they did see their stock appreciate by 24 percent over the previous year.
Northeast Utilities shareholders would own 56 percent of the combined company, NSTAR shareholders 44 percent. NSTAR CEO Thomas May will hold the same spot at Northeast Utilities. Current Northeast CEO Charles Shivery will become chairman of the company’s board, with May taking over as chairman 18 months after the deal closes.
The parties hope to close the deal within a year pending approvals from regulators and both sets of shareholders.
For acquiror Northeast Utilities (Berlin, Connecticut)
In-House: General counsel Gregory Butler, senior counsel Kerry Tomasevich, and deputy general counsel Samuel Lee.
Skadden, Arps, Slate, Meagher & Flom: M&A: Sheldon Adler, Margaret Brown, and Michael Rogan. Energy: Clifford “Mike” Naeve. Executive compensation and benefits: Neil Leff. Tax: Cliff Gross and Jessica Hough. Antitrust: John Lyons. (All are in Washington, D.C., except for Adler and Leff, who are in New York, and Brown, who is in Boston.)
Carmody & Torrance: Regulatory: Daniel Venora. (He is in Waterbury, Connecticut.) Venora was previously assistant general counsel at NU.
For target NStar (Boston)
In-House: General counsel Douglas Horan and associate general counsel Richard Morrison.
Ropes & Gray: Corporate: David Fine and associates Heidy Abreu, Scott Orchard, and Rachel Phillips. ERISA and employee benefits: Jonathan Zorn, counsel Sharon Remmer, and associates Benjamin Damsky and Malik Lewis. Tax: Eric Elfman and associates Kathleen Saunders Gregor and Aaron Harsh. Environmental: Peter Alpert and Colburn “Coke” Cherney. Labor and employment: David Mandel. (All are in Boston except for Remmer, who is in New York, and Cherney, who is in Washington, D.C.) Ropes advised NSTAR last year on its $320 million sale of Medical Area Total Energy Plant to Veolia Energy North America and Morgan Stanley Infrastructure Partners.
Pfizer / King
Pfizer Inc. agreed to pay $3.6 billion for King Pharmaceuticals, Inc., in a deal announced on October 12. The acquisition would be Pfizer’s largest since its $67 billion purchase of rival pharmaceutical company Wyeth last year [Big Deals, April 2009]. Pfizer will pay $14.25 in cash per King share, a premium of 40 percent to the target’s October 11 closing price.
King specializes in developing pain treatments that are resistant to abuse by patients.
The parties hope to close the deal by early 2011 pending approvals from regulators and King shareholders.
For acquiror Pfizer Inc.(New York)
In-House: Corporate and transactional: associate general counsel Bryan Supran, assistant general counsel Geoff Moore, and senior corporate counsel Alison O’Neill. Antitrust: assistant general counsel Marc Brotman and senior corporate counsel John McLeod. Intellectual property: assistant general counsel Seth Jacobs and senior corporate counsel John Wichtowski. FDA regulatory: senior corporate counsel Brendan Sheehan. Business unit counsel: assistant general counsel Heidi Chen, Larry Miller, Michael Parini, and Jennifer Rhodes. Litigation: senior corporate counsel Jeff Rennecker and corporate counsel Danielle Gentin Stock. Compliance: assistant general counsel Jeffery Williams and senior corporate counsel Irina Dragulev. Environmental: assistant general counsel Merrill Fliederbaum and Mike Mahoney. Manufacturing: assistant general counsel Inderpal Singh. Real estate: assistant general counsel William Longa.
Cadwalader, Wickersham & Taft: M&A: Dennis Block, William Mills III, and associates Joshua Apfelroth, Jonathan Bliley, Nicholas Brandon, Patrick Evans, Jessica Forns, Brendan O’Leary, and Penny Williams. Tax: Richard Nugent and Linda Swartz. Employee benefits and executive compensation: special counsel Shane Stroud. Intellectual property: senior attorney Anna Erenburg. Environmental: senior attorney Jonathan Stone. Real estate: Steven Herman. (All are in New York except for Stone, who is in Washington, D.C.) Block has worked with Pfizer since the early 1990s. Among other deals, he counseled the company on the Wyeth deal; Pfizer’s $16.6 billion sale of its consumer business to Johnson & Johnson in 2006 [Big Deals, September 2006]; and its acquisitions of Vicuron Pharmaceuticals Inc. for $1.9 billion in 2004, Pharmacia Corporation for $57 billion in 2003, and Warner-Lambert Company for $90 billion in 2000.
Morgan, Lewis & Bockius: Antitrust: Harry Robins, Scott Stempel, and associates David Brenneman, Sarah Rabinovici, and Daniel Schiffer. (All are in Washington, D.C., except for Robins and Rabinovici, who are in New York.) The firm also did antitrust work for Pfizer on the Wyeth and Pharmacia deals.
White & Case: Intellectual property: Jeffrey Oelke, counsel John Scheibeler, and associate Amit Thakore. (All are in New York.)
Clifford Chance: E.U. competition: Tony Reeves. (He is in Brussels.)
Ropes & Gray: Food and drug law: Bruce Manheim, Jr. (He is in Washington, D.C.)
DLA Piper: Regulatory and government contract diligence: Carolyn McNiven, Frank Menaker, John Wellschlager , and associates Justin Farrell and Brad Jorgensen. ( McNiven is in San Francisco. Menaker and Jorgensen are in Washington, D.C. Wellschlager is in Baltimore. Farrell is in New York.) DLA Piper has represented Pfizer on a variety of matters for several years. Pfizer general counsel Amy Schulman is a former DLA partner.
For target King Pharmaceuticals, Inc. (Bristol, Tennessee)
In-House: General counsel James Elrod.
Covington & Burling: M&A: Jack Bodner, Scott Smith, and associates Silus Lum, Patrick Manchester, Kyle Rabe, Maia Ridberg, and Russell Valdez. Life sciences: John Hurvitz. Employee benefits and executive compensation: Michael Francese and associate Mary DeYoung. Environmental: Lawrence Hobel. Securities: Frederick Knecht. Food and drug law: Peter Safir. Antitrust: James Dean, Jr., Deborah Garza, special counsel Miranda Cole, and associate Jesse Gurman.?? Tax: Robert Heller. Real estate: of counsel Heather Haberl. Intellectual property: Lee Tiedrich, of counsel Kathleen Gallagher-Duff, and special counsel Sinan Utku. (The M&A lawyers, Knecht, and Heller are in New York. All the others are in Washington, D.C., except for Hobel, who is in San Francisco; Cole, who is in Brussels; and Utku, who is in London.) Covington has worked on IP and regulatory matters for King for a number of years. Hurvitz was the relationship partner and introduced Smith to Elrod last year.
Ventas / Atria
Ventas, Inc., agreed to pay $3.1 billion in cash, stock, and assumed debt for the 118 properties owned by Louisville, Kentucky–based Atria Senior Living Group, Inc., on October 22. Atria, which is owned by Lazard Real Estate Partners, will continue to run the properties after Ventas completes the acquisition. The deal would make Ventas the country’s largest owner of senior housing facilities. It will pay Lazard $150 million in cash and 25 million shares worth about $1.35 billion and will assume $1.6 billion in debt. The parties hope to close the deal in the first half of 2011.
For acquiror Ventas, Inc. (Chicago)
In-House: General counsel T. Richard Riney, senior securities counsel Kristen Benson, and transactions counsel Joseph Lambert.
Wachtell, Lipton, Rosen, & Katz: Real estate M&A: Robin Panovka and associate Scott Golenbock. Tax: Joshua Holmes, of counsel David Einhorn, and associate Michael Sabbah. Corporate: Trevor Norwitz and associates Michael Adams, Jenna Levine, and Joseph Ruschell. Executive compensation and benefits: Michael Segal and counsel Ian Levin. Real estate: counsel Dianna Chen and associates David Fischman and Mark Koenig. Antitrust: Nelson Fitts. Finance: Joshua Feltman and counsel Holly Strutt. (All are in New York.) Wachtell first represented Ventas in its 2007 purchase of Sunrise Senior Living REIT for $1.8 billion.
Barack Ferrazzano Kirschbaum & Nagelberg: Real estate : Douglas Anderson and Thomas Page. (Both are in Chicago.) Ventas chairman, CEO, and president Debra Cafaro is a former Barack Ferrazzano partner and first tapped the firm to represent the company in 1999, shortly after she became Ventas’s president. Lambert is a former Barack associate.
For seller Lazard Real Estate Partners (New York)
In-House: At LREP: general counsel Marjorie Reifenberg. At Atria: general counsel W. Bryan Hudson and senior corporate counsel Lisa Conrad.
Sullivan & Cromwell: Real estate: Benjamin Weber. S&C regularly does work for Lazard Real Estate Partners.
Roberts & Holland: Tax: Elliot Pisem, Lary Wolf, and associate Daniel Stahl. (All are in New York.)
Marcus is a reporter at The Deal.E-mail: email@example.com.