(Photo by Nathan Rupert)
Mobile phone chipmaker Qualcomm Inc.’s proposed $47 billion acquisition of NXP Semiconductors NV has some significance besides being called the largest semiconductor deal in history.
The transaction is also the first major deal that M&A heavyweight Scott Barshay has advised on since leaving Cravath, Swaine & Moore in April to join Paul, Weiss, Rifkind, Wharton & Garrison. Barshay’s role on the deal represents the first time that Paul Weiss has advised Qualcomm, a San Diego-based producer of semiconductors and other equipment used in the telecommunications sector.
Qualcomm has been a Cravath client for years. Before he left the firm, Barshay advised Qualcomm on its $3.1 billion acquisition in 2011 of chipmaker Atheros Communications Inc. Evan Chesler, a former presiding partner at Cravath, also took the lead for Qualcomm during its three-year patent dispute with Finnish cell phone giant Nokia Oyj, which settled in 2008.
Cravath was not excluded from the Qualcomm deal announced Thursday with Eindhoven, Netherlands-based NXP. The firm is counseling Qualcomm on financing and antitrust matters, with corporate department managing partner George “Jed” Zobitz, finance partner Scott Bennett, litigation partner Yonatan Even and antitrust partner Christine Varney taking lead roles. (Varney, who joined Cravath in 2011, is also currently advising longtime Cravath client Time Warner Inc. on its $108.7 billion takeover bid from AT&T Inc.)
Besides Barshay, Paul Weiss’s deal team for Qualcomm includes corporate partner Steven Williams and tax co-chair Jeffrey Samuels. DLA Piper’s U.S. co-chair Cameron “Jay” Rains is representing Qualcomm’s board of directors along with public company and corporate governance chair Douglas Rein and corporate and technology partner Jeff Baglio. Alex Rogers, a former partner at DLA Piper predecessor firm Gray, Cary, Ware & Friedenrich, was promoted earlier this month to serve as executive vice president of technology and licensing at Qualcomm.
Allen & Overy is advising Qualcomm on Dutch legal matters through corporate partner Christiaan de Brauw and tax partner Godfried Kinnegim. Qualcomm’s general counsel is Donald Rosenberg. Clark Randt Jr., a former partner and head of the China practice at Shearman & Sterling, serves as an independent member of the company’s board of directors. Shearman & Sterling is serving as European antitrust counsel to Qualcomm through partners Miguel Rato and Stephen Mavroghenis in Brussels, both of whom agreed to stay at the firm earlier this month.
As for NXP, the company is being advised by a team of lawyers from Skadden, Arps, Slate, Meagher & Flom that includes M&A partners Allison Schneirov, Kenton King and Alexandra McCormack, antitrust partners Steven Sunshine, Ingrid Vandenborre and Maria Raptis, executive compensation partner Regina Olshan, tax partner Gavin White and corporate finance partner Laura Belkhayat. De Brauw Blackstone Westbroek, a leading Dutch firm, is also representing NXP on the Qualcomm deal.
Jones Day is counseling Qatalyst Partners in its role as financial adviser to NXP. The Jones Day team included M&A partners Ferdinand Mason, James Dougherty and Daniel Mitz and litigation partner Stephen Hibbard, who joined the firm in February from Shearman & Sterling. NXP’s general counsel is Guido Dierick.
Despite losing Barshay earlier this year, Cravath has recently grabbed lead roles on several notable M&A deals, including counseling Time Warner on its proposed acquisition by AT&T and advising British American Tobacco plc on its $47 billion cash-and-stock bid to buy the remaining 57.8 percent stake of Reynolds American Inc. that it does not already own. Cravath also helped longtime client International Business Machines Corp. pick up Promontory Financial Group earlier this month.