Apollo / El Paso Exploration and Production

Apollo Global Management, LLC, teamed with Riverstone Holdings LLC and Access Industries, Inc., on a $7.15 billion agreement to buy El Paso Corporation’s oil and gas exploration and production unit on February 26. El Paso had been considering a sale or spin-off of the division before it agreed to sell to Kinder Morgan, Inc., for $38 billion in cash, stock, and assumed debt on October 17 [Big Deals, December 2011]. Both deals are expected to close in the second quarter, and Kinder Morgan will likely use the proceeds of the sale of El Paso’s exploration and production unit to pay down debt incurred in the larger transaction.

El Paso’s sale of its division came two months after Kohlberg Kravis Roberts & Co. L.P. led a group of investors that paid $7.2 billion for Samson Investment Company, a privately held company in the oil and gas sector [Big Deals, February].

For acquirors Apollo Global Management, LLC (New York) and Riverstone Holdings LLC (New York)

In-House: At Riverstone: General counsel Stephen Coates.

Paul, Weiss, Rifkind, Wharton & Garrison: M&A: John Scott, counsel Brian Finnegan, associates Jared Campbell, Candisse Collins, Noah Craven, and Jaime Madell. Coinvestment: Marco Masotti, James Schwab, and associates Daniel Mun, Payom Pirahesh, and Jyoti Sharma. Finance: Gregory Ezring, Mark Wlazlo, and associates Catherine Goodall, Pearl Yuan-Garg, and Jasmine Zacharias. Tax: Brad Okun and associate Colin Kelly. Executive compensation and benefits: Lawrence Witdorchic and associates Abigail Becraft and Uri Horowitz. Litigation : Andrew Ehr­lich, counsel David Schwartz-Leeper, and asso­ciate Tobias Stern. Foreign corrupt practices: Mark Mendelsohn and counsel Richard Elliott. Derivatives: Manuel Frey. (All are in New York except for Mendelsohn and Elliott, who are in Washington, D.C.) Scott regularly advised Apollo when he was a partner at O’Melveny & Myers, from which he joined Paul, Weiss last year. Apollo general counsel John Suydam headed O’Melveny’s M&A practice before he went in-house in 2006.

Vinson & Elkins: M&A: Fielding “Tres” Cochran III, David Cohen, and James Fox. Employee benefits and executive compensation: David D’Alessandro. (Coch­ran is in Houston; Cohen and Fox are in New York; and D’Alessandro is in Dallas.) Riverstone general counsel Stephen Coates is a former V&E partner.

O’Melveny & Myers: Environmental: Eric Rothenberg. Real estate: Martin “Kelly” McTigue and counsel Bob Nicksin. (Rothenberg is in New York; McTigue and Nicksin are in Los Angeles.)

Willkie Farr & Gallagher: Corporate: Bruce Herzog, Adam Turteltaub, and associate Manuel Miranda. (All are in New York.) Willkie is advising Riverstone.

For acquiror Access Industries, Inc. (New York)

In-House: Associate general counsel Jared Fertman.

Debevoise & Plimpton: M&A: Kevin Rinker and associates Aric Hansen, Dmitriy Tarta­kovskiy, and Elizabeth Whiston. Finance: Jeffrey Ross. Tax: David Schnabel and associates Michael Bolotin and Andrew Howlett. (All are in New York.) Debevoise was introduced to Access by the former executive of another client over a year ago. The firm represented Access on its $3.3 billion purchase of Warner Music Group Corp. last year.

For seller El Paso Corporation (Houston)

In-House: General counsel Robert Baker, associate general counsel Patrick Martin, and chief governance officer Marguerite Woung-Chapman.

Locke Lord: Corporate: Joe Perillo, Terry Radney, and associate Greg Heath. Tax: Mike Rutledge. Employee benefits and executive compensation: Edward Razim III. (All are in Houston.) Pe­rillo first represented the company on the Ruby Pipeline project, a 680-mile natural gas pipeline from Wyoming to Oregon that began operating last year.

For El Paso acquiror Kinder Morgan, Inc. (Houston)

In-House: General counsel Joseph Listengart and deputy general counsel Adam Forman.

Weil, Gotshal & Manges: Corporate: Shayla Harlev, Rodney Moore, R. Jay Tabor, and asso­ciates Benton Bodamer and Jakub Wronski. Executive compensation and employee benefits: Andrew Gaines and associates Andrew Mendelowitz and Eric Schecter. Antitrust: Steven Newborn and Laura Wilkinson. Finance: Kelly Dybala and asso­ciate Saundra Steinberg. Environmental: Annemargaret Connolly. (All are in Dallas except for Harlev, Bodamer, and Wronski, who are in Boston; Gaines, Mendelowitz, and Schecter, who are in New York; and Newborn, Wilkinson, and Connolly, who are in Washington, D.C.) Tabor represented Richard Kinder and senior management on the company’s 2006 LBO [Big Deals, December 2006]. Weil has continued to do work for the company since then and represented Kinder Morgan on its February 2011 IPO. Kinder Morgan general counsel Joseph Listengart contacted James Westra. then a partner at Weil, to work on the LBO. Both men had worked at Boston law firm Hutchins, Wheeler & Dittmar. Listengart left for Kinder Morgan in 1998, and Westra joined Weil in 2002. He became chief legal officer of Advent International Corporation in September.

Bracewell & Giuliani: Corporate: W. James “J.J.” McAnelly III and associates Chris Fuller, Austin Lee, David Sweeney, Molly Tucker, and Michael Yates. Tax: Gregory Bopp and associate Keith Cooper. Real estate: Aaron Roffwarg and associate Jeffrey Gilbert. Environmental: Timothy Wilkins. (All are in Houston except for Fuller, who is in Dallas, and Wilkins, who is in Austin.) The firm has represented the company since it was founded in 1997 and worked on the LBO, the IPO, and the El Paso deal.


Kellogg / Pringles

Kellogg Company celebrated Valentine’s Day by expanding into potato chips. Kellogg, the maker of Corn Flakes, Coco Pops, Rice Krispies, and snacks and frozen foods, agreed to pay Procter & Gamble Company $2.7 billion in cash for its Pringles business on February 14. The deal is Kellogg’s first major foray into the M&A market since it paid $3.9 billion for Keebler Foods Company in 2000.

P&G had agreed to sell Pringles to Diamond Foods, Inc., in April 2011 in a so-called reverse Morris Trust transaction worth $2.35 billion. Diamond would have assumed $850 million in Pringles debt and issued 29.1 million shares to P&G, which would have distributed them to shareholders who wanted to exchange P&G stock for the Diamond Food shares.

But Diamond delayed the closing of the deal in November when it began an investigation of potential accounting issues and announced on February 8 that it would have to restate its earnings because of accounting errors. Diamond fired CEO Michael Mendes and CFO Steven Neil immediately. P&G called the restatements “very disappointing” and said it was “keeping all our options open,” the best of which turned out to be the sale of Pringles to Kellogg. Diamond and P&G announced the termination of their deal on February 15.

Kellogg and P&G hope to close the deal this summer pending regulatory approvals.

For buyer Kellogg Company (Battle Creek, Michigan)

In-House: General counsel Gary Pilnick and chief counsel Todd Haigh.

Wachtell, Lipton, Rosen & Katz: Corporate: Daniel Neff, Benjamin Roth, Stephanie Seligman, and associates Sara Lewis and Michael Rosenblat. Executive compensation and benefits: Adam Shapiro and associate Michael Schobel. Real estate: counsel Mark Koenig and associate Richard Ross. Finance: Joshua Feltman and associate Michael Benn. Tax: Jodi Schwartz, T. Eiko Stange, and associate Tijana Dvornic. (All are in New York.) Neff represented Kellogg on the Keebler deal. Janet Kelly, Kellogg’s general counsel from 1999 to 2003, was once a Wachtell associate. She’s now the general counsel at ConocoPhillips Company. Pilnick joined Kellogg in 2000 and succeeded Kelly as GC in 2003.

For initial buyer Diamond Foods, Inc. (San Francisco)

In-House: General counsel Stephen Kim.

Fenwick & West: Corporate: Douglas Cogen and David Michaels. Tax: Michael Solomon. Executive compensation and employee benefits: Scott Spector. Antitrust: Mark Ostrau. Technology transactions: E.A. Lisa Kenkel. Patent: Stuart Meyer. Trademark: Connie Ellerbach. (All are in Mountain View, California, except for Cogen, Michaels, and Solomon, who are in San Francisco.) The law firm advised Diamond on its 2005 IPO, on its $190 million purchase of Pop Secret microwave popcorn from General Mills, Inc., in 2008, and on its $615 million acquisition of Kettle Foods, Inc., in 2010.

For seller Procter & Gamble Company (Cincinnati)

In-House: Associate general counsel and director of global transactions Joseph Stegbauer, senior counsel Nicholas Unkovic, vice president–tax and accounting, global taxes Timothy McDonald, vice president–global taxes Tadd Fowler, director–global taxes Irene Yates, and CFO circle specialist–global taxes Shawn Johnson.

Jones Day: M&A: Peter Izanec, Randi Lesnick, Robert Profusek, and associates Ashley Behan, Benjamin Grossman, and Meghan Walters. Executive compensation and employee benefits: Manan “Mike” Shah. Intellectual property: Thomas Briggs. Antitrust: Kathryn Fenton. (All are in New York except for the following: Izanec is in Cleveland; Briggs is in San Diego; and Fenton is in Washington, D.C.) Jones Day has done a number of deals for P&G since 2005, including the 2008 sale of its Folgers coffee unit to J.M. Smucker Company for $3.3 billion.

Cadwalader, Wickersham & Taft: Tax: Richard Nugent, Linda Swartz, and associate Edward Wei. (All are in New York.) Swartz has done tax work for P&G since it acquired Gillette Company for $54 billion in stock in 2005 [Big Deals, May 2005].


ABB / Thomas & Betts

ABB Ltd. agreed to pay $3.9 billion in cash for Thomas & Betts Corporation on January 30. At $72 per Thomas & Betts share, the deal came at a 24 percent premium to the target’s closing price on January 27, the last trading day before the deal was announced.

Thomas & Betts makes low-voltage power products for construction and industrial companies and utilities; supplies electrical power transmission towers; and makes heating, ventilation, and air conditioning units. ABB is a significant player in low-voltage power products in Europe, the Middle East, and Asia but has only a small U.S. presence in the sector. The companies hope to close the deal in the middle of the year pending approvals from regulators and Thomas & Betts shareholders.

For acquiror ABB Ltd. (Zurich)

In-House: General counsel Diane de Saint Victor, chief counsel–M&A Natascia Rubinic and legal counsel–antitrust Domi­nique Speekenbrink.

Kirkland & Ellis: Corporate: Thomas Christopher, Daniel Wolf, and associates Michael Brueck, James Markel, and David Stringer. Capital markets: Joshua Korff and associate Adam Balfour. Debt finance: Jay Ptashek and Ellen Snare. Environmental: Brian Land, Walter Lohmann, and Sara Michaelchuck Webber, and associates Tara Bahn, Jonathan Kidwell, and Alexandra Hollinger. Executive compensation and benefits: Scott Price and associate Benjamin Panter. Government contracts: associate H. Boyd Greene IV. Intellectual property: Lisa Samenfeld and associate Daniel St. Onge. Labor: Edward Holzwanger and Timothy Stephenson. International trade: Laura Fraedrich, Laurence Urgenson, of counsel Joanna Ritcey-Donohue, and asso­ciates Matthew Alexander and Jamie Schafer. Litigation: Lisa Esayian, Sandra Lynn Musumeci, and associate Kristina Alexander. Real estate: Jennifer Morgan and associate Jennifer Sheehan. Tax: Steven Clemens and associate Kevin Zaragoza. (All are in New York except for the following: The environmental, government contracts, labor, and international trade lawyers are in Washington, D.C.; and Esayian and Alexander are in Chicago.) Kirkland has worked with ABB for a number of years on matters involving asbestos litigation, Foreign Corrupt Practices Act, and U.S. corporate and securities law issues and last year represented ABB on its $3.1 billion purchase of Baldor Electric Company [Big Deals, February 2011].

Freshfields: Non–U.S. antitrust: Helmut Bergmann, counsel Frank Röhling, and associates Miriam Bechtle and Christine Feuerhake. (All are in Berlin.)

Jones Day: U.S. antitrust: David Wales and associate Thomas York. (Both are in Washington, D.C.) Jones Day also advised on the Baldor deal.

Stikeman Elliott: Canadian antitrust: Jeffrey Brown and associate Megan MacDonald. (Both are in Ottawa.) Stikeman also advised on the Baldor deal.

Waller Lansden Dortch & Davis: Corporate: J. Chase Cole, L. Hunter Rost, Jr., and associate James Bowden. (All are in Nashville.) Thomas & Betts is incorporated in Tennessee. Kirkland’s Daniel Wolf tapped Waller Landsden as local counsel.

For Target Thomas & Betts Corporation (Memphis)

In-House: General counsel James Raines, assistant general counsel W. David Smith, Jr., and senior counsel–business and commercial transactions Hal Fonville.

Davis Polk & Wardwell: M&A: Michael Davis, Paul Kingsley, and associates Harold Birnbaum and Xiaoxi Lin. Employee benefits and executive compensation: Edmond FitzGerald and associates Ron Aizen and Julia Lapitskaya. Litigation: Lawrence Portnoy and associate Scott Luftglass. Antitrust: counsel Stephen Pepper. (All are in New York.) Davis Polk has worked with Thomas & Betts since the late 1990s, when Dennis Hersch, then a partner at the firm, was introduced to the company by Kenneth Masterson, a Thomas & Betts director who was the general counsel of Federal Express Corporation from 1980 to 2005. Masterson knew Hersch through work he had done for FedEx. Davis Polk has done a broad range of work for Thomas & Betts since then.

Slaughter and May: Non–U.S. competition law: Philippe Chappatte and associate Aurora Luoma. (Both are in London.) Davis Polk recommended Slaughters.

Baker, Donelson, Bearman, Caldwell & Berkowitz: Leo Bearman, Jr., Robert DelPriore, and Kristine Roberts. (All are in Memphis.)


Oracle / Taleo

Oracle Corporation is building its presence in the cloud deal by deal. On February 9 the software company agreed to pay $1.9 billion in cash for Taleo Corporation, which develops Web-based business recruiting software. At $46 per Taleo share, the deal came at a modest 18 percent premium to the target’s closing price on February 8. But Taleo’s stock had already jumped in anticipation of a deal, rising from $33 a share to $39.50 in December when its competitor SuccessFactors, Inc., agreed to sell to SAP AG for $3.4 billion in cash [Deals in Brief, March].

The deal is the third major transaction for Oracle in recent months. On October 18 Oracle agreed to buy Endeca Technologies Inc., a privately held data management and analysis company based in Cambridge. Neither the terms of the deal nor the advisers were disclosed, but press reports estimated that the deal was worth up to $1.1 billion. Six days later, Oracle struck again, agreeing to pay $1.5 billion for RightNow Technologies, Inc., a Web-based provider of customer service software [Big Deals, January]. Oracle closed the purchase of RightNow in January and hopes to complete the Taleo transaction in the middle of the year pending approvals from regulators and Taleo shareholders.

For acquiror Oracle Corporation (Redwood City, California)

In-House: Corporate: General counsel Dorian Daley, associate general counsel Brian Higgins, and corporate counsel Elizabeth McCusker. Regulatory: senior corporate counsel Renee Dupree. Employment and benefits: senior corporate counsel Matthew Feiner. Intellectual property: associate general counsel T.J. Angioletti and patent counsel Molly Kocialski. Development and engineering: associate general counsel Michael Poplack, senior corporate counsel Jeff Osteen, and managing counsel Kathleen Heffernan. Litigation: associate general counsel Deborah Miller and corporate counsel Elizabeth Brannen.

Dewey & LeBoeuf: M&A: Keith Flaum and associates Aaron Belcher and Michelle McGuiness Wong. Executive compensation and employee benefits: Martha Steinman and associate Virginia Medina. Tax: Arthur Hazlitt and associate William Kellogg. Real estate: associate Michael Galante. (All are in New York except for Flaum and Belcher, who are in Palo Alto, and Wong, who is in Boston.) Flaum represented Siebel Systems on its $5.9 billion sale to Oracle in 2005. Oracle used Latham & Watkins for corporate advice on the RightNow deal.

GTC Law Group: Intellectual property: Sean Belanga, Anthony Decicco, and Edward Nortrup. (All are in Westwood, Massachusetts.) GTC also worked on Oracle’s 2009 purchase of Sun Microsystems, Inc. [Big Deals, July 2009], and on the RightNow deal.

For target Taleo Corporation (Dublin, California)

In-House: General counsel Josh Faddis, associate general counsel corporate Allen Seto, andassociate general counsel–EMEA Samantha Hardaway.

Wilson, Sonsini, Goodrich & Rosati: Corporate: Mark Bertelsen, Melissa Hollatz, Michael Ringler, and associates Vincent Buehler, Michael Garvey, Alexander Kingsley, Erika Muhl, Tait Svenson, and Rachel Wilson. Employee benefits and compensation: John Aguirre and associates Brandon Gantus and Cisco Palao-Ricketts. Technology transactions: Suzanne Bell and asso­ciates Catalin Cosovanu and Aman Shah. Tax: Ivan Humphreys and Eileen Marshall. Real estate and environmental: James McCann and associate Paul Nash. Employment: Kristen Dumont and associate Aysha Doman. Antitrust: Scott Sher and associate Christopher Williams. (All are in Palo Alto except for Ringler, Buehler, Kingsley, Wilson, Gantus, and Dumont, who are in San Francisco; Marshall, Sher, and Williams, who are in Washington, D.C.; and Doman, who is in Austin.) Wilson’s Bertelsen and Hollatz advised Taleo on its IPO in 2005.

Marcus is a reporter at The Deal. E-mail: dmarcus@thedeal.com.

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