Latham & Watkins is advising on a pair of multibillion-dollar deals announced this week that would shake up the power bases of two disparate industries.
In the larger of the two transactions, Latham is advising Parsippany, New Jersey–based Watson Pharmaceuticals, which said Wednesday that it will pay about $5.6 billion in cash to acquire Swiss drugmaker Actavis Group. The acquisition would create a company with about $8 billion in combined revenue this year, making it the third-largest generic drugmaker in the world behind Teva Pharmaceutical Industries and Novartis-owned Sandoz. Watson believes the deal—which is expected to close in the fourth quarter of the year, pending regulatory approvals—will increase its overseas revenue from generic drug sales from 16 percent of total sales to 40 percent.
Latham’s team on the transaction, which the firm said is being executed under English law, is led by corporate partners R. Scott Shean and Charles Ruck, in Orange County, and by corporate partner Michael Bond in London. Tax advice is being provided by London partner Sean Finn, Washington, D.C., partner Nicholas DeNovio, and Los Angeles partner Laurence Stein. New York partner Bradd Williamson and London partner Catherine Drinnan are advising on employee benefits issues, while New York partner Daniel Seale and Orange County partner Wesley Holmes are working on finance matters.
David Buchen is Watson’s general counsel.
Skadden, Arps, Slate, Meagher & Flom partners Steven Sunshine and Ingrid Vandenborre are providing antitrust counsel to Watson.
For its part, Actavis turned to Linklaters and Clifford Chance teams for outside counsel on the matter. Linklaters, which is advising Actavis as well as a consortium of the company’s shareholders, is led by global private equity cohead Ian Bagshaw, along with tax partner Elizabeth Conway and corporate partner Aisling Zarraga.
Actavis’s general counsel, Roy Papatheodorou, is a former Linklaters attorney who joined the company last year.
The names of the Clifford Chance attorneys working on the matter were not immediately available.
In the second of the two deals, Latham is representing Whippany, New Jersey–based Suburban Propane Partners in connection with its $1.8 billion purchase of a retail propane business from Kansas City, Missouri–based energy company Inergy. The acquisition, which was announced Thursday, would make Suburban the third-largest propane distributor in the United States by volume, behind AmeriGas and Ferrellgas, according to Bloomberg News. Suburban expects the deal to nearly double the number of propane customers it serves to almost 1.2 million.
Houston corporate partner Sean Wheeler is leading Latham’s team on the propane acquisition, which Suburban will pay for with $200 million in cash and $600 million in stock, while issuing $1 billion in new senior debt. The transaction is expected to close in the second half of 2012 pending regulatory approval.
Latham’s other attorneys on the Suburban deal include corporate partner Michael Dillard, employee benefits partner David Della Rocca, antitrust partner Michael Egge, and tax partners C. Timothy Fenn and Ana O’Brien.
Suburban’s general counsel is Paul Abel.
Vinson & Elkins, meanwhile, is representing Inergy, with a team led by capital markets partner Gillian Hobson. Other V&E attorneys working on the matter include capital markets partner Michael Rossenwasser, intellectual property partner Peter Mims, tax partner John Lynch, M&A partner Robin Fredrickson, complex commercial litigation partner Cathy Lewis, employment partner Sean Becker, tax partner Shane Tucker, complex commercial litigation partner Neil Imus, capital markets partner Allan Reiss, finance partner Brian Moss, and environmental counsel Larry Pechacek.
Laura Ozenberger is Inergy’s general counsel.