Latham, Cravath Lead on $4.15 Billion Johnson & Johnson Unit Sale

Private equity firm The Carlyle Group has agreed to purchase a blood-testing unit from health care giant Johnson & Johnson in a deal worth $4.15 billion.

Carlyle is financing the acquisition of the Raritan, N.J.-based unit, called Ortho-Clinical Diagnostics, —which the buyer expects to close “in the middle of 2014,” pending regulatory approval—with a mixture of debt and cash from its sixth buyout fund, which is funded in the amount of roughly $13 billion.

Ortho-Clinical makes diagnostics tools used for both blood typing and screening donated blood for disease and contaminants. Carlyle has a history of large investments in the health care sector, including its $3.9 billion acquisition of Pharmaceutical Product Development in 2011. Carlyle paid $1.3 billion in 2010 to acquire Brazilian health services fund Grupo Qualicorp.

Advising Carlyle on its purchase of Ortho-Clinical is its longtime deal counsel Latham & Watkins. Washington, D.C., corporate partners Daniel Lennon and David Brown are leading the Latham deal team. New York lawyers are tax partner David Raab and IP partner Steven Betensky. Additional lawyers in Washington are employee benefits partner David Della Rocca, corporate counsel Joseph Simei and associate Travis Shrout.

Jeffrey Ferguson is Carlyle’s general counsel.

Cravath, Swaine & Moore is serving as lead deal counsel to Johnson & Johnson on the Ortho-Clinical sale. The all-New York team includes M&A partners Robert Townsend III and Damien Zoubek ,along with associates Stephanie Alexis, Jarrett Hoffman and Alexander Muller. Also working on the deal are Matthew Bobby, Ryan Farha and Mathieu Francon, Cravath associates who have not yet been admitted to the bar.

Michael Ullmann is Johnson & Johnson’s general counsel.

Johnson & Johnson is also receiving legal advice on the matter from attorneys at Baker & McKenzie and Freshfields Bruckhaus Deringer. Baker is serving as the company’s tax counsel with a team led by New York–based tax partner Jonathan Stevens. Freshfields, which is advising Johnson & Johnson on U.S. antitrust aspects of the deal, is fielding a Washington, D.C.-based team led by antitrust partner Paul Yde and antitrust counsel Mary Lehner.