Comcast / Time Warner Cable
Time Warner Cable Inc. (TWC) thwarted a hostile bid by agreeing to sell itself to Comcast Corp. for $67 billion in stock and assumed debt on Feb. 13. A month earlier, Charter Communications Inc. CEO Thomas Rutledge had gone public with a letter to TWC counterpart Robert Marcus in which Charter said it would was willing to pay $132.50 a share for TWC, including $83 in cash. The bid valued TWC’s equity at roughly $37 billion. The company also has $25 billion in debt.
Even though TWC stock had traded in the $90s during the first half of last year, the company’s board rejected Charter’s offer as a lowball bid and said it wanted $160 a share. Comcast struck a deal at $158.82 in stock. The acquisition would be Comcast’s third blockbuster; the company paid $72 billion for AT&T Inc.’s broadband division in 2002 and acquired NBC Universal from General Electric Co. for a total of $31 billion in two transactions. Time Warner Cable is the product of a divestiture; Time Warner Inc. spun off its cable division to shareholders in 2009.
The companies hope to close the deal by the end of the year, pending approvals from shareholders and regulators, who are expected to give the merger a thorough review.
For acquirer Comcast Corp. (Philadelphia)
In-House: General counsel Arthur Block and senior deputy general counsel Elizabeth Wideman.
Davis Polk & Wardwell: Corporate: David Caplan, William Chudd and associates Cheryl Chan, Lee Hochbaum and Christopher Utecht. Antitrust: Arthur Burke. Capital markets: Bruce Dallas. Tax: Avi­shai Shachar and associate Adam Perry. Executive compensation: Kyoko Takahashi Lin and associate Gillian Emmett Moldowan. Intellectual property: Frank Azzopardi. (All are in New York, except for Dallas, who is in Menlo Park, Calif.) The firm has long advised Comcast and represented the company on its $72 billion purchase of AT&T Broadband in 2002, its purchase of a 51 percent stake in NBC Universal from General Electric Co. in 2011 and its purchase of the remaining 49 percent of NBC Universal last year.
Willkie Farr & Gallagher: Communications law: Francis Buono, James Casserly, special counsel Michael Jones and associates Mia Hayes, Michael Hurwitz, Melanie Medina and Joshua Parker. Litigation: David Murray. (All are in Washington, D.C.) Willkie advised Comcast on both of the NBC Universal deals and AT&T Broadband on its sale to Comcast.
For losing bidder Charter Communications Inc. (Stamford, Conn.)
In-House: General counsel Richard Dykhouse and deputy general counsel Thomas Proost.
Wachtell, Lipton, Rosen & Katz: Corporate: Steven Cohen, Dongju Song and associates Oliver Board, Valentina Cassata and Victor Goldfeld. Tax: Jodi Schwartz and associate Michael Sabbah. Litigation: Paul Rowe. (All are in New York.) The assignment is Wachtell’s first for Charter.
Kirkland & Ellis: Corporate: Thomas Christopher. Financing: Jason Kanner and Christian Nagler. Tax: Todd Maynes. (All are in New York except for Chicago-based Maynes.) Kirkland was Charter’s bankruptcy counsel when the company reorganized under Chapter 11 in 2009 and also advised Charter last year when it sold a 27 percent stake to Liberty Media Corp. for $2.7 billion.
Jenner & Block: Communications law: Samuel Feder, John Flynn and associates Caroline DeCell and David Didion. (All are in Washington, D.C.)
For target Time Warner Cable Inc. (New York)
In-House: General counsel Marc Lawrence-Apfelbaum.
Paul, Weiss, Rifkind, Wharton & Garrison: Corporate: Ariel Deckelbaum, Ross Fieldston and Robert Schumer. (All are in New York.) TWC CEO Robert Marcus was a Paul Weiss associate from 1990 until 1997, when he joined Time Warner Inc., which is a longtime Paul Weiss client.
Skadden, Arps, Slate, Meagher & Flom: Corporate: Stephen Arcano and Ann Beth Stebbins. (Both are in New York.) Arcano represented a special committee of TWC’s board in the company’s 2008 split from Time Warner Inc.
Actavis / Forest Labs
Carl Icahn got a late birthday present this year, but it was a gigantic one. On Feb. 18, two days after the investor turned 78, Forest Laboratories Inc. agreed to sell itself to generic pharmaceutical manufacturer Actavis plc for $25 billion in cash and stock. At $89.48 per Forest Labs share, the deal came at a 25 percent premium, and it was a huge win for Icahn, who as of Dec. 31 owned 30.7 million Forest Labs shares, or 11.4 percent of its float. The deal valued Icahn’s stake at $2.75 billion and vindicated his long activist campaign against Forest Labs management. He first bought stock in the company in 2009
Actavis has grown rapidly through a series of acquisitions. Founded in 1984, it was known as Watson Pharmaceuticals Inc. until it combined with Actavis Group Hf in 2012, after which Watson took the target’s name. Actavis then reincorporated in Ireland when it paid $8.5 billion for Warner Chilcott plc last year.
Actavis’ acquisition of Forest Labs would expand its U.S. sales force and provide it with several of Forest Labs’ branded drugs, including Namenda, a treatment for Alzheimer’s disease; the schizophrenia drug Saphris; and the antidepressant Linzess. Actavis will pay $26.04 in cash and 0.3306 of an Actavis share per Forest Labs share. The companies hope to close the deal by the middle of the year pending approvals from regulators and both sets of shareholders.
For acquirer Actavis plc (Dublin)
In-House: Chief legal officer–global David Buchen, senior vice president–legal affairs Sheldon Hirt, and vice president–legal affairs, Americas John LaRocca.
Latham & Watkins: Corporate: Stephen Amdur, M. Adel Aslani-Far, Charles Ruck, R. Scott Shean, counsel David Wheeler, and associates Ashley Flor, Heather Groves, Demetra Karamanos, Christopher McGuire, Sean McMahon, Patrick Mitchell, Michael Shaheen and Michael Young. Capital markets: Wesley Holmes and associates Ryan deFord and Shagufa Hossain. Finance: Daniel Seale and associates Adam Bierman, Wesley Morrow and Jesse Sheff. Tax: Nicholas DeNovio, Ana O’Brien, David Raab, Laurence Stein, and associates Katherine Baldwin and William Kessler. Executive benefits and compensation: James Barrall, Laurence Seymour, and associate Michelle Khoury. Intellectual property: counsel David Kuiper. Environmental: Christopher Norton. Regulatory and compliance: Alexander Cohen, Michele Johnson, David Schindler, and associates Patrick Hovakimian and Christopher Olson. (All are in New York except for the following: Ruck, Shean, Flor, Young, deFord, Kuiper, Norton, Johnson and Hovakimian are in Costa Mesa, California; Wheeler, Bierman, Morrow, O’Brien, Stein, Kessler, Barrall, Seymour, Khoury and Schindler are in Los Angeles; Hossain, De­Novio and Cohen are in Washington, D.C.; and Olson is in San Diego.) Latham represented Actavis last year on its $8.5 billion purchase of Warner Chilcott plc Latham also advised predecessor company Watson Pharmaceuticals on its $184 million purchase of Makoff R&D Laboratories Inc. in 2000; its $1.9 billion purchase of Andrx Corp. in 2006; its $1.75 billion purchase of Arrow Group in 2009; and its $5.6 billion purchase of Actavis Group Hf in 2012.
Skadden, Arps, Slate, Meagher & Flom: Antitrust: Steven Sunshine, Ingrid Vandenborre and associate Stephane Dionnet, Maria Raptis and James Van Strander. (Sunshine is in Washington, D.C.; Vandenborre and Dionnet are in Brussels; and Raptis and Van Strander are in New York.) Skadden provided antitrust advice to Watson on its purchase of Actavis.
Arthur Cox: Corporate: Christopher McLaughlin and Geoff Moore. Tax: Conor Hurley and Jonathan Sheehan. (All are in Dublin.) The firm represented Actavis last year on the combination with Watson.
For target Forest Laboratories Inc. (New York)
In-House: Chief legal officer A. Robert Bailey.
Wachtell, Lipton, Rosen & Katz: Corporate: Andrew Brownstein, Igor Kirman and associates Jeffrey Crough, Victor Goldfeld, Jeffrey Lee, Francis Stapleton IV and Elina Tetelbaum. Executive compensation and benefits: Jeffrey Goldstein and associate Rohit Nafday. Finance: Gregory Pessin, Eric Rosof and asso­ciates Robert Borek and Neil Chatani. Tax: Jodi Schwartz, T. Eiko Stange and asso­ciate Tijana Dvornic. (All are in New York.) Wachtell represented the company in proxy fights pursued or threatened by Carl Icahn in 2011, 2012 and 2013 and had done some M&A work for Forest Labs during that time.
Weil, Gotshal & Manges: Antitrust: Steven Bernstein, Ann Malester, Douglas Nave, Steven Newborn, counsel John Sipple and associates Daniel Antalics, Albert Cahn, Jane Cooper and Nafees Saeed. (All are in Washington, D.C., except for London-based Nave and Saeed and New York–based Cahn and Cooper.) Bailey retained Newborn after becoming general counsel of Forest in November. Weil represented the company on its $2.9 billion agreement to buy Aptalis Pharma Inc., a deal announced on Jan. 8, 2014; it closed less than a month later.
Stikeman Elliot: Antitrust: counsel Lawson Hunter, Susan Hutton and associate Michael Lasky. (Hunter and Hutton are in Ottawa. Lasky is in Toronto.) Stikeman also represented Forest on the Aptalis deal.
William Fry: Corporate: David Fitzgibbon and associate David Jones. Tax: Sonya Manzor and associate Aoife Garry. (All are in Dublin.)
Facebook / WhatsApp
Facebook Inc. agreed to pay $16 billion in cash and stock for WhatsApp Inc. on Feb. 19. Founded in 2009, the target is privately held and has only 55 employees, but 450 million people worldwide use its mobile messaging application, a user base larger than that of Twitter Inc., which went public last November at a valuation of $31 billion. Most of WhatsApp’s users are outside the United States.
WhatsApp founder Jan Koum will join Facebook’s board of directors. The target’s shareholders will receive $4 billion in cash and $12 billion in Facebook stock, and its employees will also get $3 billion in Facebook restricted stock units that will vest over four years. Koum reportedly owns 45 percent of WhatsApp, with Sequoia Capital rumored to hold almost 20 percent. The parties hope to close the deal in mid-August, pending approvals from regulators.
For acquirer Facebook Inc. (Menlo Park, Calif.)
In-House: General counsel Colin Stretch, deputy general counsel David Kling, director and associate general counsel Mike Johnson, lead corporate counsel Raj Singh and associate general counsel Cindy Leeper.
Weil, Gotshal & Manges: Corporate: Keith Flaum, Jane Ross, and asso­ciates Cristiana Blauth Oliveira, Ignacio De la Huerta, Nicholas Doloresco and Gabriel Shapiro. Technology and intellectual property transactions: Karen Ballack, Barry Fishley, and associates Alexa Clinton, Marisa Geiger, Jeremy Hutcher and Violetta Kokolus. Employee benefits and executive compensation: Paul Wessel, counsel Steven Margolis and associate Adam Mendelowitz. Tax: Helyn Goldstein, Kenneth Heitner, and associates Mark Dundon and Andrew Pelzer. Securities law: Ellen Odoner. Intellectual property litigation: Randi Singer. (All are based in New York except for the following: The corporate lawyers, as well as Ballack and Clinton, are based in Redwood Shores, Calif.; Fishley is in London; and Dundon is in Dallas.) Weil represented Facebook last year in its $85 million acquisition of mobile application-support company Parse and its purchase of the Atlas online advertising platform from Microsoft Corporation.
For target WhatsApp Inc. (Mountain View, Calif.)
Fenwick & West: Corporate: Andrew Luh, Sayre Stevick, and associates Vishal Dave, Adam Derry, Derek Huoth, Amna Latif, Jordan Roberts and Ryan Slunaker. Executive compensation: Shawn Lampron and associates Grace Chen, Marshall Mort, Kelli Newman and Kristin O’Hanlon. Tax: Ronald Schrotenboer and associate William Skinner. Intellectual property: Stephen Gillespie and asso­ciate Yun-Chia “Sophia” Chen. (All are in Mountain View, Calif., except for San Francisco–based Gillespie.)
Santander Consumer USA IPO
Santander Consumer USA Holdings Inc. went public on the New York Stock Exchange on Jan. 23. Shareholders in the auto finance company garnered $1.8 billion by selling 75 million shares at $24 each. Some of that money went to Banco Santander SA, which retains a 61 percent stake in Santander Consumer after selling off roughly 4 percent of the subsidiary.
Kohlberg Kravis Roberts & Co. L.P., Centerbridge Partners L.P. and Warburg Pincus also sold shares in the IPO. The three investment entities teamed up to buy a 25 percent stake in Santander Consumer in 2011, when Banco Santander needed to bolster its balance sheet in the wake of the financial crisis. Banco Santander also sold shares in its Mexican unit Grupo Financiero Santander Mexico S.A.B. de C.V., in 2012 and its Brazilian unit Banco Santander (Brasil) S/A in 2009.
For issuer Santander Consumer USA Holdings Inc. (Dallas)
In-House: Chief legal officer Eldridge Burns and corporate counsel George Wiland III. At Banco Santander SA and Santander Holdings USA Inc. (Boston): general counsel Christopher Pfirrman.
Wachtell, Lipton, Rosen & Katz: Corporate: Edward Herlihy, Richard Kim, Benjamin Roth, Mark Veblen, counsel Kathryn Gettles-Atwa and associates Oliver Board, David Cohen and Raaj Narayan. Executive compensation and benefits: Jeannemarie O’Brien and associate Kate Napalkova. Tax: Joshua Holmes and associate Michael Sabbah. (All are in New York.) Wachtell has a long relationship with Banco Santander of Spain, Santander Bank in the U.S. and Santander Consumer USA.
For lead underwriters Citigroup Inc. (New York) and J.P. Morgan Securities Inc. (New York)
In-House: At Citi: managing director, general counsel–global banking and capital markets origination Adam Meshel and director and counsel Samson Frankel. At J.P. Morgan: managing director and associate general counsel Leslie Gardner.
Cleary Gottlieb Steen & Hamilton: Capital markets: Jeffrey Karpf, senior attorney Elizabeth Chang and associates Shannon Delahaye, Katherine Gorman and Mai Li. Employee benefits and executive compensation: counsel Kathleen Emberger. (All are in New York except for London-based Herold.) Karpf spends more than half of his time working on Citi matters.
For Banco Santander SA (Madrid)
Cravath, Swaine & Moore: Corporate: Richard Hall, Joel Herold and associates Brandon Fenn and G.J. Ligelis Jr. (All are in New York.) Cravath has done work for Santander since 2007 and advised the company on the 2011 transaction in which KKR, Warburg Pincus and Centerbridge invested in Santander Consumer.
For Kohlberg Kravis Roberts & Co. L.P., Centerbridge Partners L.P. (New York), and Warburg Pincus (New York)
In-House: At Centerbridge: General counsel Susanne Clark. At KKR: General counsel David Sorkin and U.S. counsel Christopher Lee. At Warburg Pincus: General counsel Robert Knauss and senior attorney Lora Giampetruzzi.
Simpson Thacher & Bartlett: Corporate: Elizabeth Cooper, Joseph Kaufman, Lee Meyerson, counsel Jennifer Nadborny and associate Randy Benjenk. (All are in New York.) Simpson is KKR’s regular outside counsel.
Carlyle / J&J Diagnostics Unit
Carlyle Group LP agreed on Jan. 16 to pay Johnson & Johnson Inc. $4.15 billion for its Ortho-Clinical Diagnostics unit. The health care company put its blood screening and diagnostics unit on the block in January 2013 and entered into exclusive talks with Carlyle in late December. The private equity firm will fund the purchase with $3.3 billion in debt and $850 million in equity. Carlyle has made several health care purchases over the years, including the $3.9 billion acquisition of Pharmaceutical product Development Inc. in 2011.
Carlyle and J&J hope to close the deal in the middle of the year, pending approvals from regulators.
For acquirer Carlyle Group LP (Washington, D.C.)
Latham & Watkins: Corporate:David Brown, Daniel Lennon, counsel Joseph Simei and associate Travis Shrout. Tax: David Raab. Executive compensation and employee benefits: David Della Rocca. Intellectual property: Steven Betensky. (All are in Washington, D.C., except for New York–based Raab and Betensky.) Latham is Carlyle’s regular outside counsel.
Covington & Burling: U.S. food and drug law: Ellen Flannery, Peter Safir and associate Melissa Whittingham. EU food and drug law: Grant Castle and associate Sara Cowlishaw. Chinese drug and device regulatory and corporate: Weishi Li and special counsel John Balzano. (All are in Washington, D.C., except for London-based Castle and Cowlishaw, New York–based Balzano and Shanghai-based Li.)
Conyers Dill & Pearman: counsel Christoper Page. (He is in Singapore.)
De Brauw Blackstone Westbroek: Mark Rebergen. (He is in New York.)
Galicia Abogados: Corporate: Arturo Perdomo. (He is in Mexico City.)
For seller Johnson & Johnson Inc. (New Brunswick, N.J.)
In-House: Assistant general counsel Clifford Birge Jr. and Jerome Swindell, assistant general counsel–Europe Wim Bossens and Simon Neill and senior counsel Tina French.
Cravath, Swaine & Moore: M&A: Robert Townsend III, Damien Zoubek and associates Stephanie Alexis, Ryan Farha and Alexander Muller. Employee compensation and benefits: associate Jarrett Hoffmann. Environmental: Matthew Morreale. (All are in New York.) Cravath is J&J’s longtime outside corporate counsel.
Baker & McKenzie: Tax: Scott Brandman, John Paek, Jonathan Stevens and asso­ciates W. Justin Hill and Trevor Mauck. (All are in New York.)
Freshfields: Antitrust: Paul Yde, counsel Mary Lehner and associates Ilana Kattan, Valeria Losco and Craig Minerva. (All are in Washington, D.C.)
Linklaters: Competition law: Jonas Koponen, Gerwin Van Gerven and asso­ciates Mar Garcia and Marcus Pollard. Corporate law: Bart Jan Kuck, Paul Van Hooghten, counsel Philippe Remels, managing associate Felix Dobbelaere and associates Marie Centner and Jae Suk Vanwijngaerden. Tax: Ivo Onkelinx, counsel Olaf Kroon, managing associate Nikolaas Van Robbroeck and associate Boudewijn Niels. (All are in Brussels except for Amsterdam-based Kuck, Kroon and Niels.) Linklaters regularly advises J&J.
Marcus is senior writer for TheDeal.com.