Albertsons / Safeway
Cerberus Capital Management LP seemingly can’t get enough supermarkets. Its portfolio company Albertsons LLC agreed to buy rival grocery store chain Safeway Inc. on March 7 for $9 billion in what would be Cerberus’ third major investment in the sector.
Cerberus and Supervalu Inc. teamed up with CVS Caremark Corp. in 2006 to carve up Albertson’s Inc. in a $17.4 billion buyout, and last year Cerberus joined forces with Kimco Realty Corp., Klaff Realty LP, Lubert-Adler Partners and Schottenstein Real Estate Group LLC to buy Supervalu’s Albertson’s assets for $100 million and $3.2 billion in assumed debt.
With Safeway, Cerberus would get the second-largest supermarket chain in the United States. Safeway shareholders will receive $32 a share plus proceeds from asset sales that could total $3.65 a share and about $4 worth of shares in gift-card company Blackhawk Network Holdings Inc. that Safeway had agreed to distribute to investors. The parties hope to close the deal in the fall, pending approvals from regulators and Safeway shareholders.
For acquirer Cerberus Capital Management LP (New York) and Albertsons LLC (Boise)
In-House: At Cerberus Operations and Advisory Company LLC: general counsel Lisa Gray. At Albertson’s LLC: general counsel Paul Rowan and assistant general counsel Susan McMillan.
Schulte, Roth & Zabel: Corporate: Stuart Freedman, Robert Loper, John Pollack, special counsel Kimberly Monroe and associates Matthew Gruenberg, Colin McKeon, Kristen Poole and Elliott Tapp. Tax: Alan Waldenberg and special counsel Noah Beck. Antitrust: Michael Swartz. Finance: Ronald Risdon. Executive compensation, employment and employee benefits: Laurence Moss and Ronald Richman. Real estate: Jeffrey Lenobel, Robert Nash and Julian Wise. (All are in New York.) Schulte is Cerberus’s longtime outside counsel. Schulte also represented Cerberus and the investor group on the deal.
Dechert: Antitrust: Paul Denis, James Fishkin, and associates Craig Falls and Rani Habash. (All are in Washington, D.C.)
Baker Botts: Antitrust: Christopher MacAvoy. (He is in Washington, D.C.)
For Albertsons CEO Robert Miller and other senior managers
Hogan Lovells: Corporate: Russ Cashdan and Barry Dastin. Tax: Mark Weinstein. Executive compensation and employee benefits: Carin Carithers. (Cashdan and Dastin are in Los Angeles. Carithers is in Washington, D.C. Weinstein is in New York.)
For target Safeway Inc. (Pleasanton, Calif.)
In-House: General counsel Robert Gordon, assistant general counsel Michael Boylan, vice president–real estate law Thomas Hanavan and vice president–corporate law Laura Donald.
Latham & Watkins: M&A: M. Adel Aslani-Far, Scott Haber, Eli Hunt, Anthony Richmond, Kathleen Wells, of counsel Barry Bryer, counsel Evan Smith and associates Colin Bumby, Gloria Lee, Owais Mahesri, Edmond Parhami, Daniel Rawner, David Saunders and Jessica Selby. Real estate: Robert Buday and associate Nathan Logan. Finance: Keith Benson, John Jameson and Joshua Tinkelman. Intellectual property: counsel David Kuiper. Tax: Grace Chen, Kirt Switzer, of counsel John Clair and associates Una Au and Lauren Murphey. Employee benefits and executive compensation: James Barrall, counsel Scott Thompson and associate Julie Crisp. (All are in New York except for the following: Haber, Mahesri, Chen, Switzer, Au, Thompson and Crisp are in San Francisco; Richmond and Wells are in Menlo Park, Calif.; Smith is in Boston; Lee, Jameson, Clair, Murphey and Barrall are in Los Angeles; Buday and Logan are in Chicago; Benson is in Houston; and Kuiper is in Costa Mesa, Calif.) Latham has done work for Safeway since 1986 and advised the company on several large deals, including last year’s sale of Safeway’s Canadian operations to the Sobey’s supermarket chain for $5.7 billion.
Solo practitioner Richard Weisberg of Bala Cynwyd, Penn., is also advising Safeway. He is an antitrust specialist.—David Marcus
Men’s Wearhouse / Jos. A. Bank
The Pac-Man defense went preppie in the takeover battle between menswear retailers Jos. A. Bank Clothiers Inc. and Men’s Wearhouse Inc. Jos. A. Bank launched a $2.3 billion hostile bid for its rival on Oct. 9 but dropped the bid a little more than a month later. Men’s Wearhouse turned the tables on Nov. 26 with a $1.8 billion offer for Jos. Bank worth $55 a share in cash.
Bank initially rebuffed that approach and on Feb. 14 agreed to acquire Eddie Bauer LLC from Golden Gate Capital for $825 million. As part of the deal, Jos. Bank said it would buy back about $300 million of its shares at $65 each. Men’s Wearhouse got the hint and bumped its bid for Jos. Bank. to $63.50 a share on Feb. 24. That brought Jos. Bank to the bargaining table, and on March 11 the target agreed to sell itself to Men’s Wearhouse for $1.8 billion in cash—$65 a share. Golden Gate Capital agreed to walk away from the Eddie Bauer deal in exchange for a $48 million termination fee.
The companies hope to close the deal in the second quarter, pending approvals from regulators and Jos. Bank shareholders.
For acquirer Men’s Wearhouse Inc. (Fremont, Calif.)
In-House: Chief legal officer and executive vice president–employee relations Carole Souvenir and vice president–corporate compliance Laura Ann Smith.
Willkie Farr & Gallagher: Corporate: Laura Delanoy, Jeffrey Hochman, Michael Schwartz, Steven Seidman, and asso­ciates Laura Acker, Jonathan Kubek, Susannah Ostlund and Marit Spekman. Finance: Jeffrey Goldfarb and associate Daniel Philion. Litigation: Joseph Baio, Mary Eaton, Deirdre Hykal, Jeffrey Korn, Tariq Mundiya, Wesley Powell, William Rooney, special counsel Ian Hoch­man and associates Michael Barnett, Maxwell Bryer, Morgan Clark, Nicole Humphrey, Shaimaa Hussein, Nicole Naples, Agathe Richard and David Stoltzfus. Employee benefits and executive compensation: Michael Katz and associates Ryan Stott and Andrew Shapiro. Real estate: David Drewes and associate Carly Glover Saviano. Intellectual property: associate Meghan Hungate. (All are in New York.)
Morris, Nichols, Arsht & Tunnell: Litigation: John DiTomo, Jay Moffitt and Kenneth Nachbar. Corporate: Frederick “Rick” Alexander. (All are in Wilmington.)
For target Jos. A. Bank Clothiers Inc. (Hampstead, Maryland)
In-House: General counsel Charles Frazer and associate general counsel Cathy Spicer.
Skadden, Arps, Slate, Meagher & Flom: M&A: Jeremy London, Paul Schnell, counsel Erik Elsea, and associates Chris Dahan, Maxim Mayer-Cesiano and Allison Schiffman. Corporate finance: Laura Kaufmann Belkhayat. Banking: Steven Messina. Antitrust: Clifford Aronson. Litigation: Edward Micheletti, Edward Welch and of counsel William Frank. (All are in New York except for London and Elsea, who are in Washington, D.C., and Micheletti and Welch, who are in Wilmington.) Guilfoil Petzall & Shoemake and Bank’s bankers at Goldman, Sachs & Co. and Financo LLC recommended Skadden in August.
Guilfoil Petzall & Shoemake: Jim Shoemake. (He is in St. Louis.) Guilfoil is Bank’s regular outside counsel.
For seller Golden Gate Capital (San Francisco)
In-House: At Golden Gate: general counsel Stephen Oetgen. At Eddie Bauer: general counsel Freya Brier.
Kirkland & Ellis: Corporate: David Fox, Sarkis Jebejian, Dvir Oren, Mikaal Shoaib, Jeremy Veit, and associates Matthew Goulding, Austin Pollet and Brian Raynor. (All are in San Francisco except for Fox, Jebejian and Oren, who are in New York.) Kirkland is Golden Gate’s regular outside counsel. Oetgen is a former Kirkland partner.
Seitz Ross Aronstam & Moritz: Litigation: Bradley Aronstam, Collins “C.J.” Seitz Jr. and associates Nicholas Mozal and S. Michael Sirkin. (All are in Wilmington.) Kirkland often taps Seitz & Ross for Delaware matters. —D.M.
Media General / LIN
Media General Inc. agreed to buy LIN Media LLC for $2.6 billion on March 21 in a deal that would create the country’s second-largest pure-play television broadcaster, behind Sinclair Broadcast Group Inc. Media General will pay $1.6 billion in cash and stock for LIN and will also assume about $968 million in debt. At $27.82 per share, the deal represents a 29 percent premium to LIN’s March 20 closing price.
The deal would leave Media General with 74 television stations, up from 31, although to win regulatory approval for the deal, the buyer may have to sell assets in markets where both companies have a station. Sinclair has 166 stations. The parties hope to close the deal early next year, pending approvals from regulators and both sets of shareholders.
For acquirer Media General Inc. (Richmond)
In-House: General counsel Andrew Carington.
Fried, Frank, Harris, Shriver & Jacobson: Corporate: Abigail Bomba, Philip Richter, special counsel Howard Fine, and associates Christopher Capuzzi, Yigal Gross, Benjamin Haskins, J. Hillyer Jennings, Brittany Jones, Renard Miller and Jessica Preiser. Antitrust: Bernard “Barry” Nigro Jr. and associate Richard Jamgochian. Environmental: special counsel David Zilberberg and associate Mary Beth Phipps. Executive compensation and benefits: Donald Carleen and associates Rachel Maslansky and Michael Spataro. Tax: Michael Alter and associate Shane Hoffman. (All are in New York except for Washington, D.C.–based Miller, Nigro, Alter and Hoffman.) The firm advised the company last year on its $615 million all-stock merger with New Young Broadcasting Holding Co.
Cooley: Communications: John Feore and special counsel John Logan. (Both are in Washington, D.C.)
Potter Anderson & Corroon: Michael Pittinger. (He is in Wilmington.)
Troutman Sanders: David Carter, John Owen Gwathmey and associate Clayton De Arment. (All are in Richmond.)
For target LIN Media LLC (Providence)
In-House: Chief legal officer Denise Parent, assistant general counsel Katherine Whalen and senior counsel Joshua Pila.
Weil, Gotshal & Manges: M&A: James Griffin, P.J. Himelfarb, Glenn West and associates Ryan Gorsche, Adé Heyliger, Colby McKenzie, Cristiana Blauth Oliveira and Natalie Smeltzer. Tax: Kenneth Heitner and associates Joey Juhn and Jonathan Macke. Executive compensation and employee benefits: Paul Wessel and associates Daniel Birnhak and Amanda Rosenblum. Technology and IP transactions: Karen Ballack and associate Alexa Clinton. Capital markets: Matthew Bloch and associate Faiza Rahman. Banking and finance: Courtney Marcus and associate Benton Lewis. Labor: counsel Lawrence Baer and associate Aryeh Zuber. Litigation: Greg Danilow. (All are in New York except for the following: Himelfarb, West, Gorsche, McKenzie, Smeltzer, Macke, Marcus and Lewis are in Dallas; Griffin, Oliveira, Ballack and Clinton are in Redwood Shores, Calif.; and Heyliger is in Washington, D.C.) The firm has done work for LIN since 1998. Whalen is a former Weil associate.
Covington & Burling: Communications: Mace Rosenstein, special counsel Eve Pogoriler and associate Michael Beder. Antitrust: Deborah Garza and associates James Burke IV and Melissa Lou. (All are in Washington, D.C.)
Hunton & Williams: Corporate: Steven Haas, special counsel Allen Goolsby and associate Amy Greene. (All are in Richmond.)
Richards, Layton & Finger: C. Stephen Bigler, Mark Gentile and associate Jennifer Veet Barrett. (All are in Wilmington.)—D.M.
Energy XXI / EPL Oil & Gas
Energy XXI agreed to pay $2.3 billion in cash and stock for EPL Oil & Gas Inc. on March 12. EPL stockholders stand to receive $39 per share, a 34 percent premium over the Houston oil and gas producer’s closing price on March 11. Shareholders may take that payout in cash, Energy XXI stock or a combination of the two, although the buyer will pay a total of $1 billion in cash and 23.4 million shares, which were worth about $530 million when the deal was announced. The buyer will also assume $770 million in debt. Both companies focus on properties in the shelf of the Gulf of Mexico. Regulators and both sets of shareholders must approve the deal, which the parties hope to close this summer.
For acquirer Energy XXI (Houston)
In-House: Vice president–law Bo Boyd.
Vinson & Elkins: M&A: Stephen Gill and associates Justin Hunter, Kai Haakon Liekefett, Kate Rainey, Mark Wang and Robert Wilson. Capital markets: T. Mark Kelly, Sarah Morgan, David Stone and associate Adam Law. Finance: David Wicklund. Tax: Gary Huffman and associate Lina Dimachkieh. Executive compensation and employee benefits: Shane Tucker. Antitrust: William “Billy” Vigdor. Environmental: Larry Nettles. Labor and employment: Thomas Wilson and associate S. Grace Ho. Intellectual property: Peter Mims and associate Lavonne Burke Hopkins. (All are in Houston except for the following: Wicklund is in New York; Huffman and Vigdor are in Washington, D.C.; and Tucker is in Dallas.) V&E is Energy XXI’s regular outside corporate counsel and represented the company on its $1 billion purchase of oil and gas assets in the Gulf of Mexico from Exxon Mobil Corp. in 2010.
Appleby: Corporate: James Bodi. (He is in Hamilton, Bermuda.)
Richards, Layton & Finger: C. Stephen Bigler. (He is in Wilmington.)
For target EPL Oil & Gas Inc. (Houston)
In-House: Associate counsel Angela Speight.
Sidley Austin: M&A: E. Anna Ha, Mark Metts and associates Troy Hunt, Katy Lukaszewski and Tommer Yoked. Tax: Timothy Devetski and associate Lindsay Heyen. Litigation: Mark Glasser and Tracy LeRoy. Finance: Kelly Dybala and associate Chris Folmsbee. Executive compensation and employee benefits: counsel Robert Hardy. Antitrust: Marc Raven and counsel Karen Kazmerzak. Environmental: Laura Leonard. International trade: James Mendenhall. Government litigation and investigations: counsel Fiona Philip. (All are in Houston except for the following: Dybala is in Dallas; Hardy is in New York; Raven and Leonard are in Chicago; and Kazmerzak, Mendenhall and Philip are in Washington, D.C. Sidley has represented EPL on several public offerings since the company emerged from bankruptcy in 2009. Metts and Ha represented a group of noteholders that owned a large portion of the company’s bonds before it went into bankruptcy.
Conyers Dill & Pearman: Corporate: Marcello Ausenda, Graham Collis and associate Niel Jones. (All are in Hamilton, Bermuda.)
Potter Anderson & Corroon: Corporate: Mark Morton and Thomas Mullen. Litigation: T. Brad Davey. (All are in Wilmington.)
For EPL shareholder Carlson Capital LP (Dallas)
Schulte Roth & Zabel: M&A: David Rosewater. (He is in New York.) Carlson general counsel Steven Pully is the lead director of EPL’s five-director board. —D.M.