UPDATE: 2/12/14, 4:10 p.m. EST. The names of the Thompson Hine lawyers also advising Veyance have been added to the sixth paragraph of this story.
At a conference at Harvard Business School last weekend, former Paul, Weiss, Rifkind, Wharton & Garrison lawyer David Rubenstein, now co–CEO of buyout giant The Carlyle Group, acknowledged that the returns produced by the private equity industry may not be as robust these days as they’ve been in years past.
Nonetheless, Rubenstein, who also once worked at a Pillsbury Winthrop Shaw Pittman predecessor firm, said private equity remains a more rewarding investment than the nation’s public markets. While that may be, deal work tied to both sectors proved valuable for Latham & Watkins this week, with the Am Law 100 firm grabbing roles on a pair of transactions totaling $3.2 billion in value.
Just days after negotiationg with longtime client Carlyle while representing Illinois Tool Works in connection with its agreement to sell one of its units to the private equity firm for $3.2 billion, Latham was back in the Carlyle fold advising the latter on its $1.9 billion sale of Veyance Technologies.
Fairlawn, Ohio–based Veyance, a maker of conveyor belts, industrial hoses and other rubber-centric products, was sold for $1.5 billion to Carlyle back in 2007 by tire giant Goodyear Tire & Rubber. Seven years later, the private equity firm is selling Veyance to German tire and auto parts maker Continental AG, a Goodyear rival, in a deal announced Monday.
Taking the lead for Carlyle on the transaction are Latham corporate partners David Dantzic and Nicholas Luongo in Washington, D.C. Both lawyers have handled multiple previous deals for D.C.–based Carlyle, whose general counsel, Jeffrey Ferguson, is a former Latham associate. (Carlyle managing director Bruce Rosenblum is a former Latham M&A partner and member of the firm’s executive committee.) Also advising Carlyle on the Veyance sale are Latham tax partner David Raab and antitrust partner Marc Williamson.
For its part, Veyance has tapped Thompson Hine corporate partner Garrett Evers and associates Branwen Buckley, Emily Farinacci and Justin Tillson to provide transactional and due-diligence counsel. Veyance hired a new general counsel in 2011 by poaching April Miller Boise from her post as head of Thompson Hine’s Cleveland office.
Veyance has also turned to Squire Sanders for counsel on Australian and Chinese aspects of the deal. Squire Sanders corporate partners Michele Connell, Daniel Roules and Campbell Davidson are leading a cross-border team from the firm advising Veyance, whose sale to Continental is expected to close by the fourth quarter of this year pending the approval of antitrust regulators in the United States and Europe. Continental plans to integrate Veyance into its ContiTech division.
Hanover, Germany–based Continental, whose U.S. general counsel is George Jurch III, has turned to Freshfields Bruckhaus Deringer corporate partner Matthew Jacobson, tax partner Claude Stansbury and antitrust partners Burkhard Richter and Bruce McCulloch for counsel on the Veyance acquisition. Freshfields previously advised Continental on its roughly $15.7 billion purchase of an automotive division owned by German conglomerate Siemens in 2007.
In its second major deal of the week, Latham also took the lead for San Diego–based Cadence Pharmaceuticals in connection with its proposed $1.3 billion sale to Irish specialty pharmaceutical company Mallinckrodt.
Charles Ruck—a Latham M&A partner in Orange County, Calif., who earned American Lawyer Dealmaker of the Year honors last year as a result of his work advising Quest Software on a going-private sale—and life sciences cochair Cheston Larson in San Diego are leading a team from the firm advising Cadence on the transaction. Other Latham lawyers working on the matter include finance partner Wesley Holmes, antitrust partners Michael Egge and Amanda Reeves, IP partners Steven Chinowsky, Stephen Swinton and Kenneth Schuler, tax partner Laurence Stein, compliance partner Michele Johnson, IP counsel Darryl Steensma and employee benefits counsel Holly Bauer.
Hazel Aker has served as general counsel for Cadence since 2007. Another attorney, Laureen DeBuono, was named an independent member of the company’s board of directors last year. (DeBuono is also a cofounder and cochair of The MAIA Foundation, a San Francisco–based nonprofit.) Cadence specializes in making commercial painkillers used by hospitals.
Barbara Becker, cochair of Gibson, Dunn & Crutcher’s M&A practice, is working with corporate partner Dennis Friedman and associate Emily Throop as outside counsel to Lazard and Centerview in their roles as financial advisers to Cadence. (The Am Law Daily reported in 2011 on efforts by Friedman—a former cochair of Gibson Dunn’s M&A practice—and others at the firm to groom the new generation of partners.)
Leading Irish firm Arthur Cox and Wachtell, Lipton, Rosen & Katz are advising Dublin-based Mallinckrodt on the transaction. Wachtell advised Mallinckrodt’s former Dublin-based parent company Covidien in late 2011 on the planned spinoff of the unit that became Mallinckrodt last year. Wachtell M&A partner Adam Emmerich—who happens to be the brother of actor Noah Emmerich, star of FX’s “The Americans”—took the lead on that matter.
This time around, Emmerich is once again leading a Wachtell team advising Mallinckrodt that includes corporate partner Benjamin Roth, executive compensation partner Jeremy Goldstein, restructuring and finance partner Eric Rosof, tax partner Jodi Schwartz, antitrust partners Ilene Knable Gotts and Nelson Fitts and associates Richard Barbour II, Franco Castelli, Victor Goldfeld, Andrew Kenny, Caith Kushner, Michael Sabbah, Viktor Sapezhnikov, Saish Setty and Austin Witt.
Fried, Frank, Harris, Shriver & Jacobson corporate partner John Sorkin is representing Deutsche Bank in its capacity as financial adviser to Mallinckrodt on the deal, which is expected to close by late March. Mallinckrodt’s general counsel is Peter Edwards.