On the surface, corporate dealmaking in 2014 was all about size—big money M&A work, record-breaking IPOs and massive project finance arrangements. But our Dealmakers of the Year package is no rote examination of last year’s biggest transactions. Instead, we spotlight creative thinking, novel approaches and innovative work. Here we present 20 transactions—some big, some small—where effective lawyering truly made the difference.
In a year filled with hostile bids, the Allergan-Valeant fight had it all: strange alliances, trash talk, lawsuits and plenty of scorched earth. And Hyden, Tosetti, Neff and Katz were there every step of the way.
Bason advised Tyson Foods Inc. on its $8.55 billion unsolicited bid for Hillshire Brands Co., edging out a competing bid from Pilgrim’s Pride Corp. Schreiber led the way for Hillshire.
Seidman used a Pac-Man defense to help Men’s Wearhouse Inc. defeat a hostile bid by Jos. A. Bank Inc. and then turn around and gobble up the bidder itself. Bank, meanwhile, will get a 56 percent premium for its shares, thanks to Schnell and London, who negotiated on the company’s behalf.
Gallardo helped Corvex Management LP and Related Fund Management LLC win a long struggle to replace the management and board trustees of real estate investment trust CommonWealth REIT, a big office landlord.
Klingsberg helped Family Dollar Stores Inc. fend off a hostile takeover by Dollar General Stores in order to pursue a tie-up with Dollar Tree Stores instead.
THE TECH SECTOR
Chen and Hinman shepherded Alibaba’s $25 billion IPO on the New York Stock Exchange, the largest initial public offering in history.
Khodadad advised Boston-based Paratek Pharmaceuticals on its reverse IPO with Transcept Pharmaceuticals.
Ringler counseled online real estate service Trulia in its $3.5 billion merger with rival Zillow.
Myers guided Energy Future Holdings Corp. through its Chapter 11 filing with more than $45 billion in liabilities, the year’s largest corporate bankruptcy and the eighth-largest ever.
Levinson managed the Stockton, California bankruptcy and the restructuring of hundreds of millions of dollars in long-term obligations. Levinson had reached new agreements in 2013 with the city’s nine labor unions, as well as with monoline insurers who backed about $275 million in debt. The city has since exited Chapter 9.
The trio was front and center on the city of Detroit’s bankruptcy, the largest municipal bankruptcy ever. Heiman was the overall strategist and troubleshooter while Bennett and Lennox worked on the bankruptcy plan and litigation on Detroit’s behalf.
Bopp and Aiello advised Kinder Morgan Inc. as the company merged two energy pipeline master limited partnerships and a limited liability corporation back into the conventional parent corporation.
Shine represented Merck & Co. in its $14.2 billion sale of consumer brands to Germany’s Bayer AG, which in turn tapped Hurd for counsel on the giant carve-out.
Coronios helped SolarCity Corp. of San Mateo, California securitize cash flows from solar energy generation in a 144A offering of $54 million in notes, making it the first solar company to tap the capital markets through a securitization.
Nicolas advised NextEra Energy Inc., the largest renewable energy generator in the U.S., on its yieldco IPO raising $467 million.
THE FOOD COURT
French represented Advent International in its acquisition of privately held Noosa Yoghurt. But Noosa didn’t own the recipe for the product, among other complexities of the transaction.
Gromacki represented Archer Daniels Midland in the carve-out of its global cocoa and chocolate businesses, in which Cargill Inc. paid $440 million for the chocolate business and Singapore-based Olam International paid $1.3 billion for the cocoa operations.
THE DUTY-FREE SHOP
Wheeler took the lead on London-based oil terminal operator VTTI’s $422 million IPO, making it the first master limited partnership with most of its assets fixed outside North America to go public in the United States.
Fitzgerald advised Fideicomiso Hipotecario on its creation of a Mexican version of a U.S.-style real estate investment trust. The IPO was Mexico’s largest for 2014.
Bienenstock helped establish a framework for restructuring Puerto Rico’s debt that did not violate the U.S. Constitution.
Debevoise was part of a working group that helped the International Capital Markets Association to develop a new sovereign bond model.
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