Simpson Thacher & Bartlett’s transactional hot streak continued Friday, only days after counseling British telecommunications giant Vodafone on the third-largest M&A deal in history.
The firm’s long-standing private equity connections helped it pick up key roles on two other large deals announced this week, such as advising Global Tower Partners on its $3.3 billion sale to American Tower Corp., and KKR on its $1.1 billion buy of Mitchell International from Aurora Capital Group.
Simpson M&A partner Sean Rodgers, banking and credit partner James Cross, antitrust partner Joseph Tringali, executive compensation and benefits partner Andrea Wahlquist, senior tax partner Steven Todrys, and East Coast IP transactions head Lori Lesser are leading a team from the firm advising longtime client KKR on its effort to acquire Mitchell.
The Wall Street Journal reports that KKR is the third private equity firm in recent years to take control of the San Diego–based property and casualty claims software maker that was initially sold to Aurora Capital for $500 million in early 2007 by fellow private equity firm Hellman & Friedman. (Cleary Gottlieb Steen & Hamilton advised the seller on that deal.)
While Mitchell is in the market for a new general counsel, KKR hired its first-ever general counsel nearly six years ago in David Sorkin from Simpson, where he spent more than 20 years in the M&A group and rose to become a member of the firm’s executive committee.
KKR has long turned to Simpson for deal work, tapping the firm earlier this year for counsel on its $3.9 billion acquisition of industrial machinery manufacturer Gardner Denver and purchase of a 25 percent stake in disaster reinsurer Nephila Capital.
Aurora Capital’s general counsel is Timothy Hart, a former corporate partner at Gibson, Dunn & Crutcher, which is advising the Los Angeles–based private equity firm on its sale of Mitchell to KKR. Gibson Dunn M&A partners Candice Choh and Mark Lahive, global finance cohead Jeff Hudson, finance partner Andrew Cheng, and associates Kenise Kim, Samuel Kim, and Negin Nazemi are working on the matter. (Choh and Cheng were promoted to partner in 2011.)
Gerald Parsky, a former senior partner at Gibson Dunn, is chairman of Aurora Capital. Parsky founded the private equity firm in 1992 after spending 14 years at Gibson Dunn, where he was its first outside lateral partner hire after holding various positions in the U.S. Treasury Department. He eventually rose to become a member of the executive and management committees at Gibson Dunn, which became a go-to firm for Parsky after he started Aurora Capital.
Last month Aurora Capital turned to the firm for counsel on its $267 million takeover of engineering and testing services company National Technical Systems, according to sibling publication The Recorder, which earlier this year reported on the firm’s role advising Aurora Capital on the $1.1 billion sale of beverage carbonation company NuCO2 to industrial gas supplier Praxair.
As for Simpson, its role representing KKR on the Mitchell transaction is the latest drop in what has turned into a bit of a stunning deal deluge for the firm, which earlier this week counseled Microsoft on its $7.2 billion acquisition of Nokia’s mobile phone business and Vodafone on the whopping $130 billion sale of its 45 percent stake in Verizon Wireless to joint venture partner Verizon Communications.
Simpson also snagged roles this week counseling KKR portfolio company Capsugel on its purchase of dosage solution business Bend Research, energy-focused private equity firm First Reserve on its acquisition of Utilities Services Associates, and supply chain services company Syncreon Holdings on its sale of a minority stake to Centerbridge Partners. (Weil, Gotshal & Manges advised Centerbridge, while Schulte Roth & Zabel counseled Syncreon’s backer GenNx360 Capital Partners.)
While the purchase prices of those three deals were not disclosed, Simpson’s role advising Global Tower on its sale to real estate investment trust American Tower is for $3.3 billion in cash. Along with the assumption of $1.5 billion in Global Tower debt, the total value of the deal is $4.8 billion, according to sibling publication GlobeSt.
David Lieberman, the chair of Simpson’s energy and infrastructure practice group, is leading a team from the firm advising Global Tower that includes corporate partner Brian Chisling, tax head John Hart, and executive compensation and employee benefits partner David Rubinsky, who joined the firm from Willkie Farr & Gallagher in 2011, the same year Chisling was elected partner.
Boca Raton, Florida–based Global Tower is the largest privately owned operator of cell phone towers in the country. The company is controlled by a consortium led by Macquarie Infrastructure Partners called MIP Tower Holdings LLC, which acquired Global Tower for roughly $1.4 billion in 2007 from The Blackstone Group, another longtime Simpson private equity client that took a majority interest in Global Tower two years prior. (Former Simpson M&A cochair John Finley was hired in 2010 as chief legal officer for New York–based Blackstone.)
Shawn Ruben serves as general counsel and corporate secretary for Global Tower, while former Edwards & Angell real estate and infrastructure partner Timothy Culver is the company’s senior external legal counsel. New York state court records show that Culver has his own firm based out of Sag Harbor, New York.
Boston-based American Tower turned to an external legal team led by Sullivan & Worcester tax partner Ameek Ponda, a member of the Boston-based firm’s management committee, and Clifford Chance corporate partner John Graham, who joined the Magic Circle firm's New York office in 2006 after serving as cohead of M&A at King & Spalding.
William Hess, a former corporate and finance partner at King & Spalding, is American Tower’s executive vice president of international operations and president of its businesses in Latin America, Africa, and the Middle East. The REIT’s chief administrative officer and general counsel is Edmund DiSanto.
American Tower’s acquisition of Global Tower is expected to close in the fourth quarter of this year, according to a press release announcing the transaction. Reuters reports that the deal will help American Tower solidify its position as the nation's largest telecom tower operator at a time when many mobile networks are seeking to expand their service areas.
Last month Kilpatrick Townsend & Stockton advised American Tower on its $811 million acquisition of cell towers and wireless sites in Brazil and Mexico from NII Holdings, which was represented on that deal by Jones Day and Powell, Ohio–based Lape Mansfield Nakasian & Gibson.