UPDATE: 6/13/13, 7:25 p.m. EDT. The name of Apollo Tyres’s current chief legal officer has been added to the sixth paragraph of this story.
A pair of deals announced this week involving two stalwarts in the U.S. auto space has landed roles for at least four Am Law 200 firms.
The Cooper Tire & Rubber Company, the fourth-largest tire manufacturer in North America, announced Wednesday that it would sell itself to Apollo Tyres, India’s second-largest tire company, for roughly $2.5 billion in cash. Bloomberg reports that the deal is the largest takeover of an auto parts maker since 2007.
Sullivan & Cromwell and Amarchand & Mangaldas & Suresh A. Shroff & Co. are advising Apollo Tyres on the transaction. Shardul Shroff, the managing partner of Amarchand, which he has helped grow into India’s largest firm, serves as an independent member of the board of directors for Gurgaon-based Apollo Tyres.
M&A partners Scott Miller and Jay Clayton are leading an S&C team working on the matter that includes finance partner Presley Warner, European antitrust head Juan Rodriguez, and associates Stephen Fisher, Bruce Gavin, Patrick Gorman, Shannon Haley, Samiul Khan, Claudia Lai, Adam MacLeod, Douglas Sunshine, and Anush Yegyazarian. (Warner joined S&C’s London office in 2011 from Magic Circle firm Freshfields Bruckhaus Deringer.)
Miller is no stranger to auto sector sales, having been named an Am Law Daily Dealmaker of the Week in 2009 for his role advising Italian auto giant Fiat on its acquisition of struggling Chrysler in a deal that helped reshape the U.S. auto industry.
P.N. Wahal serves as company secretary, compliance officer, and head of legal for Apollo Tyres, whose current chief legal officer is Shahana Basu Kanodia, a former chair of the South Asia practice at a predecessor of Edwards Wildman Palmer. Apollo Tyres’s proposed purchase of Cooper Tire, which is being financed entirely with debt, will create the world’s seventh-largest tire company.
Stephen Zamansky, who began his legal career at S&C in the early 1990s, serves as general counsel of Cooper Tire. The Findlay, Ohio–based company is being advised by a team of lawyers from Jones Day led by M&A partners Lyle Ganske, Peter Izanec, and James Dougherty, banking and finance cohead Brett Barragate, employee benefits partners Manan “Mike” Shah and Daniel Hagen, and labor and employment partner Stanley Weiner. Ganske is the former head of Jones Day’s Cleveland office.
Cooper Tire has been a longtime client of Jones Day, which has handled litigation and high-profile transactional work for the company, including the $1.1 billion sale in 2004 of its auto parts business to The Cypress Group and Goldman Sachs Capital Partners.
Jones Day’s Ganske and Dougherty are also experts in advising U.S. manufacturers—both were named Am Law Daily Dealmakers of the Week in 2011 for representing aerospace and defense giant Goodrich Corp. on its $18.4 billion sale to United Technologies. Their colleague Izanec recently received an honorable mention in The American Lawyer‘s annual Dealmakers of the Year issue for his role helping General Motors trim its crushing pension burden.
U.S. Senate records show that Winston & Strawn received $80,000 from Cooper Tire last year for lobbying work related to the company’s “efforts to improve the business climate for U.S. manufacturing and the tire industry, reflecting an interest in trade, taxation, labor, health care, transportation safety, and tort and regulatory reform issues.”
Cooper Tire, which was founded in 1914 and has more than 13,300 employees, has promised to honor the terms of collective bargaining agreements negotiated with its labor unions. The company expects its sale to Apollo Tyres to close in the second half of this year, pending the approval of shareholders and U.S. regulators.
In another deal announced this week, business information provider IHS announced it would acquire suburban Detroit-based R.L. Polk & Co., the parent of used car data-service Carfax, for $1.4 billion in cash and stock.
Donald Kunz, chair of the corporate practice at Honigman Miller Schwartz and Cohn, is leading a team from the Detroit-based firm advising R.L. Polk on its proposed sale to IHS that includes corporate partner Ronald Whitney and associate Matthew Moussiaux. (Whitney joined Honigman in 2007 after a decade in-house at Ford Motors.)
R.L. Polk’s general counsel Patrick Barrett is leading an in-house team working on the sale that includes deputy general counsel and chief compliance officer Vanessa Williams and associate general counsel Melanie Simms. Carfax general counsel Steve Blumenthal and deputy general counsel Julie Ortmeier are also working on the matter.
Founded in 1870, R.L. Polk is one of the oldest and largest providers of marketing and information services to the U.S. auto industry. The family-owned company had been mulling a potential sale or initial public offering since earlier this year. Its proposed buyer, Englewood, Colorado–based IHS, has turned to Blank Rome corporate partner and New York office chair Robert Mittman for counsel on the transaction.
Blank Rome senior partner Frederick Lipman serves on the board of directors for the Association of Audit Committee Members Inc., along with IHS independent board member Richard Roedel. Stephen Green serves as head of legal for IHS, while Jaspal Chahal is the company’s general counsel.
Senate records show that through the first quarter of this year IHS has already paid $80,000 to Dickstein Shapiro for lobbying work monitoring “legislative and administrative action related to data software and potential opportunities” in the energy, homeland security, and national defense industries. Dickstein also received $190,000 from IHS in 2012, according to Senate filings.
One of Dickstein’s registered lobbyists advising IHS is senior adviser Peter Hoekstra, a former Michigan congressman and Republican who lost a bid last year to unseat Democratic incumbent Debbie Stabenow for a Senate seat. Hoekstra’s income from Dickstein was an issue during the campaign.
IHS’s purchase of R.L. Polk, which will add the company’s Carfax database and other offerings to its analytical solutions automotive unit, is expected to close later this year pending shareholder and regulatory approvals.