Update, 2/4/13, 7 p.m. EDT: Additional Skadden lawyers who advised MetLife on its recent deal, as well as the firm’s history with the insurance company, have been added to the fourth paragraph below.
On the heels of a year in which it claimed the top spot on three separate rankings of M&A legal advisers based on the total value of their corporate clients’ M&A transactions, Skadden, Arps, Slate, Meagher & Flom had a hand in two major transactions this week to help get 2013 off to a strong start.
In a deal announced Friday, Skadden attorneys advised long-time client MetLife on its proposed $2 billion acquisition of Chilean pension fund administrator AFP Provida from Spanish bank BBVA. A separate Skadden team, meanwhile, was on the selling side of a gaming industry transaction announced Thursday, representing WMS Industries in connection with its acquisition by Scientific Gaming for approximately $1.5 billion.
Skadden insurance partner Robert Sullivan and M&A partner Paola Lozano led a Skadden deal team advising MetLife on the AFP Provida acquisition, which is expected to close in the third quarter of the year. The transaction’s terms call for MetLife to make a public cash tender offer of all outstanding Provida shares, with BBVA agreeing to transfer its current 64.3 stake to the insurance company.
Other Skadden lawyers working on the deal include: M&A associates Sven Mickisch and Jaime Cubillos; tax partners Hal Hicks and Jessica Hough and associates Kai Kramer and Robert Stevenson; employee benefits partner Neil Leff and associate Young Park; labor partner David Schwartz and counsel Richard Kidd; intellectual property counsel Jamie Talbot and associate Greg Norman; corporate finance partner Brian Breheny and Michael Hong; and international arbitration partner Julie Bedard and associate Gunjan Sharma. Skadden’s previous work for MetLife includes advising on its 25-year deal to name the Meadowlands Stadium in New Jersey and helping the insurance company on the tax aspects of its divestiture of a 52 percent stake in Reinsurance Group via an approximately $1.6 billion tax-free spin-off.
Reprising its role on behalf of BBVA on a handful of related sales of Latin American pension fund investments, Sullivan & Cromwell represented the bank with a deal team led by Paris office head and M&A partner William Torchiana. Other S&C lawyers working on the matter include: European counsel Joram Lietaert Peerbolte, as well as associates Kiran Kadekar, Christopher Payne, and Jorge Solis, on the M&A side; partner Ronald Creamer Jr. and Eugenio Labadie advising on tax issues; special counsel Rebecca Coccaro and associates Allison MacDonald and Robin Kelly on executive compensation and benefits; and special counsel Blaze Waleski and associate Julie Newman handling intellectual property issues.
Three firms in addition to Skadden have roles on the gaming deal, in which Scientific Games is offering $26 in cash per share for WMS, a nearly 60 percent premium over the company’s closing price on Wednesday, the Chicago Tribune reports. The total value of the deal is roughly $1.5 billion, according to the companies. That sum includes $85 million in debt and $55 million in cash on hand. Scientific Games sells equipment to the lottery industry, while WMS specializes in slot and other gaming machines and Internet gaming services.
Scientific Games CEO A. Lorne Weil said during a call to investors that the combination will boost the company’s business in the United States, where WMS derives 75 percent of its earnings. Most of Scientific Games’s business, on the other, is related to international lotteries. "We and WMS in almost no instance and in almost no way are competitive with each other," Weil said on the call. The combined companies are expected to generate annual revenue of $1.6 billion. The deal is expected to close before the end of 2013, pending shareholder and regulatory approval.
Cleary Gottlieb Steen & Hamilton is serving as lead outside counsel to Scientific Games, while Latham & Watkins is advising the company on financing. Skadden is advising WMS, a first-time client, along with Blank Rome.
The Clearly team is led by M&A partner Neil Whoriskey, and also includes M&A associates Paul Tiger and Ritu Narula; counsel Kathleen Emberger and associate Laura Bagarella on employee benefits aspects; partner Jason Factor advising on tax aspects; counsel Daniel Ilan and associate Kathleya Chotiros for intellectual property aspects; and partner Jeremy Calsyn advising on antitrust issues.
Latham is fielding a banking deal team led by New York partner Michèle Penzer, Washington, D.C., partner Manu Gayatrinath and Washington, D.C., associate Scott Forchheimer. New York partners Marc Jaffe and Senet Bischoff, with New York associate Heidi Gluck, are providing capital markets advice.
For WMS, Skadden M&A partners Howard Ellin in New York and Richard Witzel Jr. in Chicago are working with M&A associate Kyle Seifried, executive compensation and benefits partner Regina Olshan; antitrust partner Clifford Aronson; banking partner Stephanie Teicher; intellectual property and technology partner Bruce Goldner; tax partner David Rievman; and litigation partner Paul Lockwood.
Blank Rome corporate and securities partners Jeffrey Siegel and Pamela Flaherty are also advising WMS.