UPDATE: 9/10/13, 10:30 a.m. EDT. The names of the full team from Proskauer advising Ares and the CPPIB have been added to the 15th paragraph of this story.
The leveraged buyout boom of the last decade saw many an Am Law 100 firm cash in by snagging high-profile private equity clients. Now one of the companies caught up in that dealmaking frenzy, luxury retail chain Neiman Marcus, is set to be sold once again.
Cleary Gottlieb Steen & Hamilton, which advised TPG Capital and Warburg Pincus on their $5.1 billion purchase of Neiman Marcus in October 2005, has reprised its role as counsel to both private equity firms as they prepare to exit their investment.
Neiman Marcus is a Dallas-based purveyor of high-end apparel that owns 84 stores in the U.S., including the Bergdorf Goodman chain, which were hit hard by a decline in consumer spending as a result of the global financial crisis. The sale of Neiman Marcus effectively scuttles an initial public offering that could have raised $1 billion.
In June, an entity controlled by TPG and Warburg called Newton Holding filed to take Neiman Marcus public. Legal fees related to the now aborted IPO were never disclosed, although SEC filings show that Cleary corporate partners William Gorin and Robert Davis were advising Neiman Marcus, while Cravath, Swaine & Moore securities practice leader William Whelan III took the lead for underwriters led by Bank of America/Merrill Lynch, Credit Suisse, and JPMorgan Chase.
The current Cleary team advising Neiman Marcus on its $6 billion sale to Ares and the CPPIB is being led by Davis and M&A partner David Leinwand, both of whom also advised TPG and Warburg when they beat out private equity rivals Bain Capital, KKR, The Blackstone Group, and Thomas H. Lee Partners to buy the retailer in 2005. (After that LBO was completed, Neiman Marcus sold high-end accessories and women’s handbag maker Kate Spade to Liz Claiborne for $124 million in another late 2006 deal.)
Other Cleary lawyers working on the deal announced Monday include finance partners Margaret “Meme” Peponis and Amy Shapiro, tax partner Jason Factor, antitrust partner Brian Byrne, real estate partner Steven Horowitz, employee benefits counsel Kathleen Emberger, IP counsel Daniel Ilan, environmental counsel Richard Bidstrup, and associates Dustin Barzell, Kathleen Bradish, Quincy Byrd, Anthony Cerceo, Kathleya Chotiros, Lisa Connolly, Andrew Coombs, Dorje Glassman, Elena Heim, Alexandra Kelly, James Langston, Joseph Lanzkron, Daniel Malech, Elise Minter, Beau Sterling, Ashley Teele, and Amber Thiel.
Fort Worth–based TPG has long turned to Cleary for counsel on several major transactions, including a potential bid for Yahoo two years ago that never materialized. (TPG hired former Cravath M&A partner Ronald Cami as its general counsel in 2010.)
Cleary has also been busy in recent months doing deals for Warburg, such as a $914 million acquisition in June of a 50 percent stake in the asset management arm of Spanish banking giant Santander. Warburg turned to Cleary in May for counsel on the $8.7 billion sale of portfolio company Bausch & Lomb to Valeant Pharmaceuticals, according to our previous reports.
Warburg Pincus managing director and senior adviser Sidney Lapidus, an attorney, is a member of the board of directors for Neiman Marcus. Scott Arenare and Harsha Marti serve as general counsel and assistant general counsel, respectively, for New York–based Warburg.
Earlier this year former Latham & Watkins associate and Orrick, Herrington & Sutcliffe partner Tracy Preston was named general counsel of Neiman Marcus, taking over from predecessor Nelson “Tony” Bangs, a former in-house legal chief at Dr Pepper/Seven Up Inc.
Kirk Davenport II, a corporate partner and member of the executive committee at Latham, is leading a team from the firm advising Ares on its Neiman Marcus buy that includes corporate partners Joshua Tinkelman and Jason Licht and associates Christopher Cronin, Shagufa Hossain, Sonja Pollack, and Benjamin Snyder. Michael Weiner serves as general counsel for Ares.
Leading Canadian firm Torys is advising the CPPIB through corporate partner Matthew Cockburn, investment funds partner R. John Cameron, M&A partner Stefan Stauder, tax chair Peter Keenan, corporate counsel Scott Bell, and antitrust counsel Christopher Caparelli. John Butler, a former corporate partner and chief financial and administrative officer at Torys, serves as general counsel and corporate secretary for the Toronto-based CPPIB.
Meanwhile, Michael Woronoff, cohead of the global M&A and private equity practice at Proskauer Rose, where he heads the firm’s Los Angeles office, is serving as counsel to both Ares and the CPPIB on the Neiman Marcus acquisition. The Am Law Daily named Woronoff a Dealmaker of the Week two years ago for his role representing both Ares and the CPPIB on their $1.6 billion buy of discount retail chain 99 Cents Only Stores.
Woronoff is leading a Proskauer team advising the acquirors that includes executive compensation partner Andrea Rattner, tax partner Michael Fernhoff, IP partner Daryn Grossman, real estate partner Douglas Frank, litigation partners Scott Cooper and Baldassare Vinti, privacy partner Kristen Mathews, labor and employment partner Howard Robbins, antitrust partner Alicia Batts, environmental senior counsel Gail Port, antitrust counsel John Ingrassia, and associates Jonathan Benloulou, Matthew Black, Noemi Blasutta, Tanaz Faghri, Ali Fawaz, Jacquelyn Ferry, Seth Kaufman, Anne Kim, Jeffrey Kropp, Allen Loeb, Sean McGrath, Christopher Moore, Patrick Niedermeier, Jasmin Niku, Martha Rose, Yelena Simonyuk, and Kevin Wilkins.
Proskauer advised Ares last month when insurer Alleghany Capital paid $250 million for a 6.25 percent equity stake in the asset manager. The agreement provides for an additional $1 billion investment by Allegheny into Ares, which will help it diversify its portfolio. The firm also advised Ares in May on its acquisition of real estate investor AREA Property Partners, as well as Ares's $975 million purchase of a majority stake in warehouse retailer Smart & Final Holdings late last year.
Ares and the CPPIB’s purchase of Neiman Marcus comes a little more than a month after three Am Law 100 firms and Canada's Stikeman Elliott landed roles on the nearly $3 billion sale of high-end fashion retailer Saks Inc. to Canada’s Hudson Bay Company, according to our previous reports.
The sale of Neiman Marcus, which is being hailed as a victory for Warburg and TPG, should be completed by the fourth quarter of this year pending regulatory approvals and other customary closing conditions.