ICE / NYSE
InterContinentalExchange Inc. is hoping that a friendly deal to acquire NYSE Euronext achieves what a hostile bid could not. ICE agreed on December 20 to pay $8.2 billion, two-thirds in cash and the rest in stock, for NYSE Euronext, which owns the New York Stock Exchange. The target’s shareholders can opt for $33.12 in cash or 0.2581 ICE shares per NYSE Euronext share or a combination of $11.27 per share in cash and 0.1703 of an ICE share, consideration that reflects a 37 percent premium to NYSE Euronext’s closing price on the day before the deal was announced.
The tie-up came almost two years after a flurry of moves that turned out to be in vain. NYSE Euronext agreed to merge with Deutsche Börse AG on February 15, 2011 [Big Deals, April 2011]. On April 1, ICE and Nasdaq OMX Group Inc. responded with a hostile bid for NYSE Euronext. But the two interlopers dropped their offer less than two months later when U.S. antitrust regulators threatened to block the deal, and European antitrust regulators rejected the proposed combination of Deutsche Börse and NYSE Euronext last year.
ICE and NYSE Euronext hope that the structure of their businesses will allow them to avoid such disappointment. ICE’s strength lies in energy futures trading, while NYSE Euronext is strong in derivatives tied to interest rates and stock indexes. The NYSE itself has steadily lost market share to electronic off-exchange trading.
The parties plan to close the deal by the middle of the year pending approvals from regulators and both sets of shareholders.
For acquiror IntercontinentalExchange Inc. (Atlanta)
In-House: General counsel Jonathan Short, associate general counsel Andrew Surdykowski, and assistant general counsel–M&A David Clifton.
Sullivan & Cromwell: M&A: Audra Cohen, Olivier de Vilmorin,Timothy Emmerson, John Evangelakos, and associates Matthew Goodman, Rosita H.Y. Lee, and Adam Rachlis. Financial institutions: H. Rodgin Cohen. CFTC issues: David Gilberg. SEC issues: Frederick Wertheim. Tax: Nicolas de Boynes, Michael McGowan, David Spitzer, and special counsel David Passey. Executive compensation and benefits: Matthew Frie­stedt, special counsel Henrik Patel, and associate Michael Applebaum. Antitrust: Steven Holley. Intellectual property: asso­ciates Mehdi Ansari and Albert Ho. Securities: Catherine Clarkin. (All are in New York except for de Vilmorin and de Boynes, who are in Paris; Emmerson and McGowan, who are in London; and Ansari and Ho, who are in Palo Alto.) Clarkin and S&C’s David Harms and David Gilberg advised ICE on its 2005 IPO. Evangelakos represented the company on its $1 billion acquisition of the New York Board of Trade in 2006 and its $625 million purchase of Creditex Group Inc. in 2008, and on two failed bids, its 2007 run at CBOT Holdings Inc. and the 2011 effort, together with Nasdaq OMX Group Inc., to buy NYSE Euronext.
Shearman & Sterling: Financial institutions: Barnabas Reynolds, counsel Azad Ali, and associates Anna Doyle and Mak Judge. Antitrust: Matthew Readings and associates George Milton and Collette Rawnsley. Tax: Iain Scoon and associate Jack Prytherch. Executive compensation and employee benefits: counsel Sam Whitaker. (All are in London.) Reynolds set up ICE’s London clearing house.
For target NYSE Euronext (New York)
In-House: General counsel John Halvey, general counsel–Europe Catherine Langlais, deputy general counsel Tracey Heaton and Holly Kulka, corporate secretary Janet McGiness, senior legal counsel Neil Carter and Geno Luchmun, director of legal affairs René Geskes, and legal director Christelle George.
Wachtell, Lipton, Rosen & Katz: Corporate: Karessa Cain, David Karp, and associates Valentina Cassata, Sebastian Fain, Kendall Fox, and Emily Korinek. Antitrust: David Schwartz and associate Franco Castelli. Executive compensation and benefits: Jeremy Goldstein and associate Timothy Moore. Finance: associates Neil Chatani and Gregory Pessin. Tax: T. Eiko Stange and asso­ciate Michael Sabbah. (All are in New York.) Wachtell’s Martin Lipton advised both the New York Stock Exchange Inc. board and the entity’s former CEO Richard Grasso. Karp was part of the Wachtell team that helped draft the NYSE’s corporate governance guidelines in 2003. He also represented the NYSE on its 2005 merger with Archipelago Holdings Inc. [Big Deals, July 2005]; its 2007 combination with Euronext N.V.; and its planned merger with Deutsche Börse, which European antitrust regulators blocked last year.
Slaughter and May: Corporate: Padraig Cronin and Frances Murphy. Antitrust: Claire Jeffs and ­associate Kerry O’Connell. Financial regulation: Jan Putnis. Tax: Mike Lane. (All are in London except for Brussels-based Jeffs and O’Connell.)
Stibbe: Corporate: Jaap Willeumier. Corporate governance and litigation: Fons Leijten. Equity capital markets: Derk Lemstra. Regulatory: Rogier Raas. Tax: Michael Molenaars. Competition: Rein Wesseling. (All are in Amsterdam.) Stibbe also helped represent Euronext in the NYSE deal and NYSE Euronext’s planned combination with Deutsche Börse. In 2000, Willeumier led a team that advised the Amsterdam, Brussels, and Paris exchanges in their merger to form Euronext. Stibbe continued to represent Euronext and counseled the company on the sale of the Dutch depositary Necigef to Euroclear and Euronext’s acquisition of the Portuguese stock exchange.
Bredin Prat: Benjamin ­Kanovitch, Didier Martin, and asso­ciate Mathieu Françon. Employment law: Pascale Lagesse and counsel Nicolas Bouffier. (All are in Paris.) Kanovitch and Martin also worked on the merger between NYSE and ­Euronext.—David Marcus
Cerberus / Supervalu
Cerberus Capital Management L.P. and Supervalu Inc. teamed up with CVS Caremark Corporation in 2006 to carve up supermarket and retail chain Albertson’s Inc. in a $17.4 billion buyout. Cerberus fared far better than Supervalu thereafter, and on January 10 Supervalu agreed to sell Albertson’s to Cerberus and several coinvestors for $100 million and $3.2 billion in assumed debt.
The Cerberus consortium will also tender for up to 30 percent of Supervalu’s stock at $4 a share, a 32 percent premium to Supervalu’s January 9 closing price. Kimco Realty Corporation, Klaff Realty LP, Lubert-Adler Partners, and Schottenstein Real Estate Group LLC are joining Cerberus on the deal.
Supervalu paid $12.4 billion in cash, stock, and assumed debt for 1,126 Albertson’s stores in the 2006 deal to become the second-largest supermarket chain in the United States next to Wal-Mart Stores Inc. but has struggled thereafter. Cerberus paid $2.1 billion for the 655 Albertson’s stores that Supervalu didn’t want and has fared reasonably well with them. In addition to Albertson’s, the Cerberus group will pick up the Acme, Jewel-Osco, Shaw’s, and Star Market stores and Osco and Sav-on in-store pharmacies.
The parties hope to close the deal in the first quarter pending regulatory approvals. Upon the closing, Sam Duncan, the former chairman and CEO of OfficeMax Incorporated, will take over as CEO of Supervalu. Robert Miller, CEO of the Albertson’s assets Cerberus owns, will be the company’s chairman. Current Supervalu chairman and CEO Wayne Sales will step down from those positions, and five Supervalu current directors will resign from the board.
For acquiror Cerberus Capital Management L.P. (New York)
In-House: At Cerberus Operations and Advisory Company LLC: general counsel Lisa Gray. At Albertson’s LLC: general counsel Paul Rowan.
Schulte Roth & Zabel: M&A: Stuart Freedman, Robert Loper, John Pollack, special counsel Kimberly Monroe, and associates Daniel Belostock, Matthew Gruenberg, Kristen Poole, Pavel Shaitanoff, and Elliott Tapp. Securities and capital markets: Michael Littenberg and special counsel James Nicoll. Tax: Kurt Rosell and Alan Waldenberg. Employment and employee benefits: Laurence Moss, Ronald Richman, and special counsel Scott Gold. Finance: Ronald Risdon, special counsel Lynn Tanner, and asso­ciate Jae Kim. Intellectual property: Robert Kiesel, special counsel Scott Kareff, and associates Melissa Karp and Watt Wanapha. Environmental: Howard Epstein and associate Valerie Sheaffer. Antitrust: Peter Jonathan Halasz, Michael Swartz, and associate Beverly Ang. Real estate: Marshall Brozost, Jeffrey Lenobel, Julian Wise, and associate Joshua Cohen. (All are in New York.)
For target Supervalu Inc. (Eden Prairie, Minnesota)
In-House: General counsel Todd Sheldon, deputy general counsel–business law Jeff Steinle, senior counsel Stuart McFarland, assistant general counsel–employment law Karla Robertson, and assistant general counsel Kari Wangensteen.
Wachtell, Lipton, Rosen & Katz: Corporate: Igor Kirman, David Silk, and DongJu Song. Executive compensation and benefits: Michael Segal and associate Adam Kaminsky. Tax: Deborah Paul. (All are in New York.) Wachtell represented Supervalu on the 2006 deal with Albertson’s and has continued to work with the company [Big Deals, April 2006].
Dorsey & Whitney: Corporate: Gary Tygesson. Finance: Thomas Kelly III and of counsel John Seymour III. (All are in Minneapolis.) —D.M.
Pinnacle / Ameristar
Inc.agreed to acquire Ameristar Casinos Inc. for almost $2.8 billion on December 21. Pinnacle will pay $870 million in cash and assume $1.9 billion in debt in the deal. At $26.50 per target share, the deal came at a 20 percent premium to Ameristar’s closing price on December 20.
The deal will give Pinnacle eight casinos, most of them in the Midwest. The buyer currently owns seven casinos and a racetrack, among other assets. The companies hope to close the deal by the end of the third quarter pending approvals from regulators and Ameristar shareholders.
For acquiror Pinnacle Entertainment Inc. (Las Vegas)
In-House: General counsel John Godfrey and vice president and legal counsel William "Bill" Buffalo and Elliot Hoops.
Morrison & Foerster: Corporate: Eric McCrath, David Slotkin, Robert Townsend, and associates Ben Chung, Tara Dunn, Jenna Feistritzer, Masayo Nobe, Anand Parikh, Dana Peck, Jeffrey Silver, and William Solis. Financial transactions: Peter Dopsch and associate Elizabeth Dryden. Tax: Domnick Bozzetti and associate Amanda Hines. Antitrust: Roxann Henry and associate Llewellyn Davis. Real estate: associate Kendra Mayer. (All are in San Francisco except for the following: Slotkin, Henry, and Davis are in Washington, D.C.; Chung and Dryden are in Los Angeles; Dunn is in Denver; Dopsch and Bozzetti are in New York; and Mayer is in Palo Alto.) Hoops and MoFo partner David Lynn worked together at the Securities and Exchange Commission between 2003 and 2007. Since joining MoFo, Lynn has done SEC reporting work for Pinnacle and was asked to pitch for the company’s M&A work.
Lionel Sawyer & Collins: Corporate: Jeffrey Zucker. Regulatory: Dan Reaser. Litigation: Maximiliano Couvillier III. (All are in Las Vegas.) Ameristar is incorporated in Nevada.
For target Ameristar Casinos Inc. (Las Vegas)
In-House: General counsel Peter Walsh and vice president of legal affairs Gregory Cooper.
Gibson, Dunn & Crutcher: Corporate: Mark Lahive, Jonathan Layne, and associates Britten Bailey and Andrew Hirsch. Executive compensation and employee benefits: Sean Feller. Tax: Paul Issler and associate Lorna Wilson. Intellectual property: David Kennedy. Antitrust: Adam Di Vincenzo. Environmental: of counsel Brett Oberst. (All are in Los Angeles except for Palo Alto–based Bailey and Kennedy, and Washington, D.C.–based Di Vincenzo.) Gibson Dunn has represented Amer­istar for more than 15 years. Layne worked opposite current Ameristar CEO Gordon Kanofsky on a gaming company deal when Kanofsky was a partner at Hughes Hubbard & Reed. Kanofsky joined Ameristar as senior vice president of legal affairs in 1999 and subsequently retained Gibson Dunn on a number of matters. He became Ameristar’s CEO in 2008.—D.M.
Marcus is senior writer for TheDeal.com. Email: firstname.lastname@example.org. To find out who is the Dealmaker of the Week, go to americanlawyer.com