(Remy Steinegger/ World Economic Forum)
San Francisco–based Riverbed confirmed receipt of the unsolicited proposal and said publicly that it would review the offer. If accepted, the deal would make Riverbed the latest technology company to go private in recent months, following the recent completion of computer maker Dell’s nearly $25 billion sale to Silver Lake Partners, BMC Software’s nearly $7 billion sale to Bain Capital and Golden Gate Capital and Websense’s $1 billion buyout by Vista Equity Partners.
Those transactions yielded roles for dozens of Am Law 100 firms, and now Riverbed has added to the mix, retaining Wilson Sonsini Goodrich & Rosati corporate and technology partner David Segre in Palo Alto and M&A partner Warren de Wied in New York to advise on the bid by Elliott.
Segre and Wilson Sonsini serve as Riverbed’s go-to legal advisers on corporate and securities matters, having handled the company’s nearly $1 billion cash-and-stock buy of Opnet Technologies in late 2012, according to our previous reports. Brent Nissenberg serves as Riverbed’s general counsel.
As for Elliott, the New York–based hedge fund has turned to a team of lawyers led by Paul, Weiss, Rifkind, Wharton & Garrison corporate chair Robert Schumer and partner Steven Williams for counsel on its offer for Riverbed. (Schumer was part of a Paul Weiss team advising William Morris Endeavor Entertainment last month on its roughly $2 billion acquisition of rival talent agency IMG Worldwide.)
Paul Weiss has previously counseled Elliott on a number of matters, with Schumer and Williams handling the hedge fund’s $2.3 billion takeover bid for Compuware in late 2012, which was promptly rejected by the Detroit-based business software maker.
But on Thursday, Compuware announced that it had reached an agreement with Elliott to remove two local members of its board of directors and sell three business units to Hermosa Beach, Calif.–based private equity firm Marlin Equity Partners for $160 million.
Skadden, Arps, Slate, Meagher & Flom corporate partners Richard Grossman and Stephen Arcano in New York are advising Compuware on the sale of those units to Marlin Equity, along with company general counsel Daniel Follis Jr. Skadden has been advising Compuware throughout its various dealings with Elliott, according to our previous reports. (Skadden has also been adverse from Elliott in its long-standing dispute with the Argentine government over its 2002 debt default.)
Outside counsel information for Marlin Equity was not immediately available. Jerry Katz, the private equity firm’s former chief compliance officer and general counsel, returned to Los Angeles–based Glaser Weil Fink Jacobs Howard Avchen & Shapiro last year as of counsel. Emails sent to operating partner and general counsel Robert Kunold Jr.—the former chair of Seattle’s Foster Pepper—and managing partner and ex-Gibson, Dunn & Crutcher associate David McGovern were not returned by the time of this story.
The two directors slated for removal from Compuware’s board happen to have their own Am Law 200 connections, as well as ties to Detroit. Dennis Archer, a former mayor of the Motor City, Dickinson Wright chairman emeritus and American Lawyer Lifetime Achiever, is poised to step down to make way for a director of Elliott’s choosing, as is Honigman Miller Schwartz and Cohn corporate partner G. Scott Romney, the older brother of former Republican presidential candidate Mitt Romney.
In other Elliott-related legal news, the hedge fund has also agreed to drop its opposition to the proposed sale of German health care and drug wholesaler Celesio to pharmaceutical distributor McKesson Corp., according to various news reports. The $8.3 billion deal, which, The Am Law Daily reported late last year, saw Morrison & Foerster and a half-dozen other firms snag lead roles, was objected to in December by Elliott, which owns more than 25 percent of Celesio and wanted a higher price for the Stuttgart-based company.
The notoriously press-shy Singer, a major donor to the Republican Party and one of the country’s wealthiest lawyers, is a longtime friend of Myron Kaplan, the founding partner of New York’s Kleinberg, Kaplan, Wolff & Cohen. Elliott’s registration statement with the SEC shows that Kaplan serves as a trustee to Singer’s various funds.
Kleinberg Kaplan corporate partner Stephen Schultz, whose name appears on an SEC filing related to Elliott’s bid this week for Riverbed, declined to comment on the firm’s work for Singer’s hedge fund, whose chief compliance officer is New York lawyer Edward Joel.
U.S. Senate records show that Elliott has also been keeping plenty of other big firms busy. The hedge fund paid $50,000 to Covington & Burling and $40,000 to GPC Associates LLC through the first three quarters of last year for lobbying work related to its Argentina dispute, as well as another $35,000 to Albany’s Malkin Ross.