This week’s multibillion-dollar sales of Dell and Virgin Media may have jolted a slumping M&A market looking to bounce back in 2013—while pulling in armies of Am Law 100 attorneys along the way—but they aren’t the only major deals to be announced over the past few days. The metals sector, specifically, has seen a pair of substantial transactions that yielded roles for a trio of large firms.
Reliance Steel & Aluminum, North America’s largest metals service center, said Wednesday it has agreed to purchase Metals USA Holdings in a deal with an enterprise value of $1.2 billion that is its largest acquisition to date. Of that sum, $766.1 million is coming from Reliance Steel, which is financing the rest of the transaction with debt from a $1.5 billion credit facility for Metals USA.
New York–based private equity giant Apollo Global Management owns 53 percent of Metals USA, which, like Reliance Steel, provides metal processing services and distributes metal products to manufacturers. Reliance Steel is to receive an undisclosed breakup fee if Metals USA, which is being advised by Wachtell, Lipton, Rosen & Katz, accepts a better offer from a rival bidder during the 30-day "go-shop" period contained in the agreement negotiated by the two companies.
Eric Press, a former Wachtell lawyer who currently serves as a senior partner at Apollo, is a member of Fort Lauderdale–based Metals USA’s board of directors. Former DLA Piper partner William Smith II was installed as the company’s chief legal officer and secretary in August 2009 after his predecessor, John Hageman, retired earlier that year.
Leading the Wachtell team advising Metals USA are corporate partners Andrew Nussbaum and Mark Gordon, executive compensation and benefits partner Adam Shapiro, restructuring and finance partner Joshua Feltman, tax partner Deborah Paul, real estate counsel Dianna Chen, and associates Donald Casey, Zachary Podolsky, and Rachel Reisberg.
Wachtell’s previous work on behalf of Metals USA includes advising the company on an initial public offering in 2010 that raised $182 million. (An SEC filing at the time by Metals USA shows that the listing generated $3.3 million in legal and accounting fees and expenses.)
Davis Polk & Wardwell corporate partners Alan Denenberg and Martin Wellington, tax partner Rachel Kleinberg, antitrust partner Arthur Burke and counsel Stephen Pepper, employee benefits counsel Cynthia Akard, and associates Rachel Lerner, Emily Roberts, and Stephen Salmon are representing Reliance Steel on the proposed transaction.
Kay Rustand, a former partner at now-defunct Arter & Hadden, serves as Los Angeles–based Reliance Steel’s general counsel and secretary. The company’s purchase of Metals USA is expected to close in the second quarter of this year, pending shareholder and regulatory approvals.
In the week’s second major metal-centric deal, Vancouver-based Silver Wheaton—the world’s largest precious metal streaming company—has agreed to pay $1.9 billion to Brazilian metal and mining giant Vale for gold mined from its facilities in Brazil and Canada.
Silver Wheaton, which specializes in reselling precious metals it buys from global mining companies and their related operations around the world, has agreed to pay Rio de Janeiro–based Vale $1.33 billion in cash in exchange for 25 percent of the gold stream from its Salobo mine in Brazil and another $570 million in cash for 70 percent of the output from mines in Sudbury, Ontario, according to Dow Jones Newswires.
A spokesman for Silver Wheaton tells The Am Law Daily that Canadian firm Cassels Brock & Blackwell is representing the company on the deal with Vale. The firm previously advised Silver Wheaton on its $147 million acquisition of Silverstone Resources in 2009.
Curt Bernardi serves as in-house legal chief and secretary for Silver Wheaton. Wade Nesmith, a former partner at top Canadian firm Lang Michener (now called McMillan in the wake of a 2010 merger), is an independent member of Silver Wheaton’s board.
Daphne MacKenzie, head of the banking group at leading Canadian firm Stikeman Elliott in Toronto, is advising Vale on the deal along with project finance partner Justin Parappally, financial regulatory partner Peter Hamilton, securities partners Ian Putnam and Timothy McCormick, and associates Sumbul Ali, Laura Levine, and Erisa Mara.
Clovis Torres serves as Vale’s general counsel. Torres took over the top position in the company’s roughly 140-lawyer in-house legal department in late 2011 following the departure of predecessor Fabio Spina, who is now part of a commodities venture headed by former Vale CEO Roger Angelli.
Cleary Gottlieb Steen & Hamilton represented Vale in 2010 on its $3.8 billion acquisition of Brazilian fertilizer nutrients assets owned by Bunge Limited, while Canadian firm Fasken Martineau DuMoulin advised Vale in connection with its ill-fated $1.1 billion bid for South African mining operator Metorex the following year, according to our previous reports.