Caterpillar / Bucyrus
Caterpillar Inc. is digging into the market for surface and underground mining equipment with its proposed $8.6 billion purchase of Bucyrus International, Inc. Caterpillar, a heavy equipment manufacturer, announced on November 15 that it had agreed to pay $92 in cash per share for Bucyrus, a 32 percent premium to the target’s November 12 closing price. Caterpillar will also assume $1 billion in Bucyrus debt.
The companies hope to close the deal by the middle of 2011 pending approvals from regulators and Bucyrus shareholders.
In-House: Chief legal officer James Buda, deputy general counsel Christopher Spears, senior corporate counsel Seth Prager, corporate counsel Nick Holcombe, and attorney Desmond Eppel.
Mayer Brown: Corporate and securities: Christian Fabian, Christof Gaudig, William Kucera, John Sagan, and associates Marina Aronchik, Diana Devot-Miltimore, Joseph Hable, Lindsey Magaro, Andrew Noreuil, Gordon Palmquist, Jennifer Rhein, Kirsten Anna Scharenberg, Michael Serafini, Brian Slade, Rachel Spehler, and Michael Torres. Employment and benefits: Debra Hoffman, Hong Tran, and associates Katherine Heyns Dean and Christine Matott. Environmental: Susan Brice and associates Gregory Berlowitz, Alexandra Shea, and Matthew Sostrin. Finance: foreign associate Alejandro Rojas Vera. Intellectual property: Richard Assmus and associate William Cassin. Litigation: Michael Feagley, Michael Gill, Marcia Goodman, counsel Maritoni Kane, and associates Christopher Comstock, Emily Emerson, and Sarah Reynolds. Real estate: Frank Arado and associates Lauren Rico and David Saye. Tax: James Barry and associate Lee Morlock. (All are in Chicago except for Gaudig and Scharenberg, who are in Cologne; Tran, who is in Hong Kong; Rojas Vera, who is in New York; and Arado, Rico, and Saye, who are in Charlotte.) Mayer Brown has represented Caterpillar since 2004 and advised the company on two other acquisitions last year: its $810 million agreement to buy alternative fuel engines maker MWM Holding GmbH from 3i Group plc and its $820 million purchase of locomotive maker Electro-Motive Diesel, Inc., from Berkshire Partners LLC and Greenbriar Equity Group, LLC.
Sidley Austin: Corporate: Paul Choi and associate Michael Heinz. Banking: Michael Gold and associate Kenneth Bellaire. (All are in Chicago.) Sidley has done securities work for Caterpillar for several years.
Howrey: Antitrust: Sean Boland, Paul Cuomo, and C. Scott Hataway. E.U. competition: Götz Drauz and Stephen Mavroghenis. (The antitrust lawyers are in Washington, D.C. The competition lawyers are in Brussels.) Howrey has previously done litigation work for Caterpillar.
In-House: General counsel James “Buddy” Robinson IV.
Sullivan & Cromwell: M&A: Eric Krautheimer and Scott Miller. Tax: David Spitzer. Executive compensation and benefits: Matthew Friestedt. (All are in New York except for Krautheimer, who is in Los Angeles.) Robinson was previously at AT&T Inc., a longtime Sullivan client, and upon joining Bucyrus in August 2009 he hired Miller as counsel for the company’s $1.3 billion purchase of Terex Corporation’s mining equipment business last year.
Arnold & Porter: Antitrust: Richard Rosen and associate Julie Goshorn. E.U. competition: counsel G. Axel Gutermuth. (Rosen and Goshorn are in Washington, D.C. Gutermuth is in Brussels.) Arnold & Porter did the antitrust work on the Terex deal.
Chevron / Atlas Energy
Chevron Corporation is moving into shale. The energy giant agreed to pay $3.2 billion in cash to acquire Atlas Energy, Inc., on November 9. Chevron will also assume $1.1 billion of the target’s debt. The deal would give Chevron a significant foothold in the Marcellus Shale field, which runs from West Virginia to New York State. Both domestic and international oil companies have focused on shale fields as a source of natural gas since Exxon Mobil Corporation agreed to pay $31 billion in stock and assume another $10 billion in debt to acquire XTO Energy Inc. in December 2009 [Big Deals, February 2010].
Atlas shareholders will receive $38.25 in cash per share plus a pro rata distribution of 41 million units of Atlas Pipeline Holdings, L.P., that Atlas Energy owns, an 81 percent stake. Before Chevron closes its purchase of Atlas Energy, Atlas Pipeline Holdings will pay Atlas Energy $250 million in cash and partnership units for some of Atlas Energy’s assets. In addition, Atlas Energy will pay Atlas Pipeline Partners, L.P., $403 million in cash for its 49 percent interest in Laurel Mountain Midstream, LLC, a joint venture with Williams Companies Inc.
Chevron hopes to close its purchase of Atlas Energy in the first quarter of 2011 pending completion of the above-mentioned deals and approvals from regulators and Atlas Energy shareholders.
In-House: General counsel R. Hewitt Pate.
Skadden, Arps, Slate, Meagher & Flom: M&A: Charles Mulaney, Jr., and L. Byron Vance III. Executive compensation and benefits: Joseph Yaffe. Antitrust: Ian John and Neal Stoll. (Mulaney and Vance are in Chicago. Yaffe is in Palo Alto. John and Stoll are in New York.) This is Chevron’s first major acquisition since Pate became general counsel in July 2009, as well as Skadden’s first publicly announced assignment for Chevron in recent years.
In-House: Chief legal officer Lisa Washington. At Atlas Energy Resources, LLC: general counsel Jay Hammond.
Wachtell, Lipton, Rosen & Katz: Corporate: Adam Emmerich, Mark Gordon, David Lam, and associates Victor Goldfeld, Jenna Levine, and Brian Walker. Tax: Joshua Holmes. Executive compensation and benefits: Michael Segal and associate Timothy Moore. Restructuring and finance: Joshua Feltman and associate Sandeep Ramesh. Litigation: Jonathan Moses and associate Benjamin Schireson. (All are in New York.) Wachtell also represented Atlas on its $1.7 billion joint venture with Reliance Industries Limited [Deals in Brief, June 2010] and a transaction with Atlas Pipeline Holdings, L.P., and Atlas Pipeline Partners, L.P., last year.
In-House: Chief legal officer Gerald Shrader. (He is the CLO of both entities.)
Jones Day: Energy: Jeffrey Schlegel and associates Julie Gremillion and Adam Roth. Governance and disclosure: Christopher Hewitt. Securities: Michael Solecki. Employee benefits and executive compensation : Gary Short and associate Yelena Fertman. Tax: Todd Wallace and associate Karen Currie. Antitrust: Tom Smith. Finance: Rachel Rawson. Securities litigation: Scott Fletcher. M&A: associate Benjamin Stulberg. Capital markets: associate Andrew Thomas. (All are in Cleveland except for the energy lawyers and Fletcher, who are in Houston; Short, Wallace, and Currie, who are in Dallas; Fertman, who is in Chicago; and Smith, who is in Washington, D.C.)
Covington & Burling: Corporate: Stephen Infante, Scott Smith, and associates Silas Lum and Jennifer Presto. Finance: David Rosinus and associate Karen Chao. Employee benefits and executive compensation: Robert Newman and associate Christen Sewell. Environmental: Corinne Goldstein. Tax: Robert Heller and Rucia Pei. (All are in New York except for Newman, Sewell, and
Goldstein, who are in Washington, D.C.)
Friedman Kaplan Seiler & Adelman: Corporate: Barry Adelman, Gerald Adler, Gary Friedman, Meryl Rosenblatt, and associate Michael Gordon. (All are in New York.)
Carlyle / CommScope Syniverse
Carlyle Group, L.P., signed two deals worth a total of $6.5 billion at the end of October. The Washington, D.C., private equity firm agreed to pay $3.9 billion for CommScope, Inc., in a deal announced October 27. Carlyle will pay $31.50 in cash per CommScope share, a 36 percent premium over the target’s closing price on October 22, the last trading day before news of the deal broke. In addition to paying $3 billion for Comm-Scope’s equity, Carlyle will assume $900 million in debt.
CommScope manufactures fiber-optic cables that telephone, cable, and Internet companies use in their networks.
And on October 28, Carlyle announced a $2.6 billion agreement to buy mobile telecommunications company Syniverse Technologies, Inc. Carlyle will pay $31 per target share, a 30 percent premium to Syniverse’s October 27 closing price. The parties hope to close both deals in the first quarter of 2011 pending approvals from regulators and target shareholders.
Alston & Bird: Private equity: Mark Kelly and Lee Rimler. Tax: John Baron and Clay Littlefield. Securities litigation: Scott Hilsen and John Latham. Corporate transactions and securities: Gary Ivey and associates Kristen Higbee, Brendan McGill, William Snyder, and Stephen Yoost. Employee benefits and executive compensation: Blake MacKay and Michael Stevens. Intellectual property: Christopher Gegg. Environmental: Beverlee Silva. Global finance and debt: counsel David Jacobs and associate Drew Peterson. Litigation: Mark Vasco. International trade and regulatory: Thomas Crocker. Real estate: associate Stacy Smith. Patent: associate Flynt Strean. (All are in Charlotte except for Hilsen, Latham, McGill, MacKay, Stevens, Silva, and Smith, who are in Atlanta, and Crocker, who is in Washington, D.C.) Alston & Bird advised Carlyle on the CommScope deal. Kelly has worked for Carlyle’s team in Charlotte since 2004, and Alston & Bird advised the PE shop last year on its purchase of financial software maker OpenLink Financial, Inc.
Latham & Watkins: On CommScope: Finance: Christopher Brown and Patrick Shannon. Antitrust: E. Marcellus Williamson, Susanne Zuehlke, and counsel Sydney Smith. On Syniverse: M&A: Eric Schwartzman and Edward ” Ted” Sonnenschein. Finance: Rachel Sheridan and Jennifer Van Driesen. Telecommunications: Karen Brinkmann. (All are in Washington, D.C., except for Zuehlke, who is in Brussels, and Schwartzman and Sonnenschein, who are in New York.) Carlyle’s general counsel Jeffrey Ferguson is a former Latham associate.
In-House: General counsel Frank “Burk” Wyatt and assistant general counsel William Pleasant.
Gibson, Dunn & Crutcher: ?? M&A: Eduardo Gallardo, Lois Herzeca, and associates Meredith Levine, Kenneth Miller, Saee Muzumdar, and Matthew Walsh. Finance: Joerg Esdorn and associate Christian Fischer. Employee benefits and executive compensation: Michael Collins and Stephen Fackler. Tax: Romina Weiss. Antitrust: Peter Alexiadis and Peter Sullivan. Intellectual property: David Kennedy. (All are in New York except for Collins, who is in Washington, D.C.; Fackler and Kennedy, who are in Palo Alto; and Alexiadis, who is in Brussels.) Herzeca has represented CommScope since it went public in 1997 and advised the company on its $2.6 billion purchase of Andrew Corporation in 2007. She was then a partner at Fried, Frank, Harris, Shriver & Jacobson and moved to Gibson in 2009.
Robinson Bradshaw & Hinson: Finance: Richard Mack. Real estate: Christopher Loeb. Environmental: William Toole. (All are in Charlotte.)
In-House: General counsel Laura Binion.
Alston & Bird: M&A: David Brown, Jr., Justin Howard, Christopher Rosselli, and associates Anjali Desai, Sean Doherty, Kyle Healy, Matthew Mamak, Alison Muth, and Sarah Whitlock. Debt financing: Paul Cushing and associate Emilee Terry. Antitrust: Teresa Bonder and associate Matthew Kent. Employee benefits and executive compensation: Emily Mao, Michael Stevens, and associate Kerry Wenzel. Tax: Matthew Stevens. Intellectual property: George Taulbee and associate Pamela Lina. International regulatory: Jason Waite. (All are in Atlanta except for Brown, Desai, Mao, Matthew Stevens, and Waite, who are in Washington, D.C.; Doherty, Mamak, Muth, and Whitlock, who are in New York; and Taulbee, who is in Charlotte.)
The firm has advised Syniverse on various issues for a number of years. Last year, Brown represented Syniverse on its acquisition of the VM3 business of VeriSign, Inc.
Wilkinson Barker Knauer: Telecommunications: L. Charles Keller, Lawrence Movshin, and Philip Roselli. (Keller and Movshin are in Washington, D.C.; Roselli is in Denver.)