UPDATE, 8/15/2012, 10:45 a.m. EDT: Skadden served as special REIT tax counsel in CyrusOne’s proposed IPO, led by tax partners John Rayis and Fred Goldberg Jr.
CORRECTION, 8/15/2012, 10:50 a.m. EDT: The original version of this article incorrectly stated William Fogg’s position at Cravath. He is the managing partner of the firm’s corporate department. We regret the mistake.
Pfizer Inc. continued to sharpen its focus on its core pharmaceutical businesses Monday when its animal health subsidiary, Zoetis Inc., filed for an initial public offering with the Securities and Exchange Commission.
The unit—whose products include veterinary medicines and diagnostic tests used for livestock and household pets—plans to sell shares comprising 20 percent of the company in the offering. While Zoetis did not offer a price range for those shares in its SEC filing, The Wall Street Journal estimates that the offering could fetch up to $3.6 billion based on analysts valuing the company at as much as $18 billion. As The Am Law Daily has previously reported, Zoetis employs about 9,000 people in more than 120 countries and took in $4.2 billion in revenue last year.
New York–based Pfizer announced plans to spin Zoetis off into a stand-alone company in June as part of a larger plan to shed its nonpharmaceutical businesses. Pfizer has said moves like the Zoetis IPO and the $11.9 billion sale of its infant nutrition business to Nestle in April are aimed at boosting revenues to appease shareholders concerned over what they view as the drug giant’s underperforming stock.
Skadden, Arps, Slate, Meagher & Flom is advising Zoetis on the offering in the wake of advising Pfizer on both the spin-off announced earlier this year and the Nestle deal. Corporate finance partner Stacy Kanter, who was among the Skadden attorneys to work on the spin-off, and corporate partner Dwight Yoo are listed in the SEC filing as handling the offering.
Davis Polk & Wardwell capital markets cohead Richard Truesdell Jr. is advising a group of underwriters led by J.P. Morgan, Bank of America Merrill Lynch, and Morgan Stanley.
Skadden also has a hand in another of this week’s IPOs, with corporate partner Gregg Noel listed as lead adviser on oil re-refiner Safety-Kleen Inc.’s Tuesday filing with the SEC. Plano, Texas–based company Safety-Kleen, which refines used oil, said in Tuesday’s SEC filing that it expects to raise $400 million in the offering. The New York Times notes that the company delayed an earlier plan to go public in 2008 amid the depths of the financial crisis.
Cravath, Swaine & Moore securities chair Kris Heinzelman is advising a group of underwriters led by Credit Suisse and Morgan Stanley in connection with the Safety-Kleen IPO.
In other recent IPO news . . .
Archstone: Englewood, Colorado–based apartment landlord Archstone Inc., which is owned by Lehman Brothers Holdings Inc., filed Friday for a $100 million IPO. (Bloomberg notes that the $100 million figure is a placeholder used to calculate fees and the share sale could ultimately raise much more.)
Lehman—which exited bankruptcy earlier this year—originally gained control of Archstone via a pricey 2007 takeover, but was forced to sell it and a slew of other assets after filing for Chapter 11 protection the following year. The Am Law Daily reported in May that Lehman had retaken control of the landlord by acquiring the last 26.5 percent stake it did not already own from lenders Bank of America and Barclays after a heated battle with Sam Zell’s Equity Residential.
According to Bloomberg, the IPO has been met with some skepticism given the amount of debt Archstone continues to carry on its balance sheet. The company’s assets are valued as high as $17 billion, including $10 billion of debt, Bloomberg reports.
Goodwin Procter business law partners Gilbert Menna and Daniel Adams are advising Archstone on the offering. Latham & Watkins real estate investment trust group cochair Julian Kleindorfer and corporate partner Scott Hodgkins are representing a group of underwriters led by Citigroup and J.P. Morgan.
CyrusOne: Midwestern telecommunications company Cincinnati Bell Inc. said last week that it will spin off data center operator CyrusOne Inc. in a proposed $300 million IPO. In announcing the spin-off, Cincinnati Bell said it planned to use some of the proceeds generated by the offering to pay down debt.
IPO documents filed with the SEC on August 8 show that Cravath’s William Fogg, who is managing partner of the firm’s corporate department, is leading the way for CyrusOne on the offering. Latham’s Kleindorfer and capital markets partner Keith Benson are advising a group of underwriters that includes Morgan Stanley, BofA Merrill Lynch, Deutsche Bank Securities, and Barclays.
Kayak: Online travel agency operator Kayak Software Corporation, which launched its IPO last month, is one tech company that has fared reasonably well in going public recently. Originally priced at $26 apiece, Kayak shares were trading above $26.80 Tuesday afternoon. The stock closed at about $33 per share on July 20, the day it was listed.
The website’s offering raised $91 million, valuing the company at $1 billion, according to The New York Times. (Forbes noted recently that Norwalk, Connecticut–based Kayak had delayed its offering‚ which was originally announced nearly two years ago, due to volatility in the market.)
Bingham McCutchen corporate partner Michael Conza advised longtime client Kayak on the offering. (Among the deals Conza, who has represented Kayak since 2004, has helped the company close: its $200 million purchase of rival SideStep in 2008.)
According to documents filed with the SEC last month, Kayak allocated roughly $2.5 million for legal fees and expenses associated with its IPO.
Davis Polk’s Truesdell Jr. represented a group of underwriters on that IPO that was led by Morgan Stanley and Deutsche Bank Securities.
WhiteWave Foods: Dean Foods Company subsidiary The WhiteWave Foods Company filed for a $300 million IPO last week. Dean Foods will continue to own 80 percent of the company, which makes Horizon Organic dairy products and the Silk brand of soy milk, according to documents filed with the SEC. The Wall Street Journal notes that WhiteWave’s net sales rose 13.5 percent in the first half of 2012 compared to the same period last year, reaching $1.1 billion.
Wilmer Cutler Pickering Hale and Dorr corporate partners Erika Robinson and Justin Ochs are advising Dallas-based WhiteWave on the IPO, according to the SEC filing. Cravath’s Fogg is representing a group of underwriters led by J.P. Morgan, Credit Suisse, and BofA Merrill Lynch.