Almost a year after filing for bankruptcy in New York, solar energy giant SunEdison Inc. announced a deal last week to sell its two operating subsidiaries—TerraForm Global Inc. and TeraForm Power Inc.—in a combined $1.41 billion deal.
Brookfield Asset Management Inc., Canada’s largest alternative asset manager, agreed on March 7 to pay $787 million in cash to acquire TerraForm Global and another $622 million to take a 51 percent stake in TerraForm Power. Toronto-based Brookfield has turned to Cravath, Swaine & Moore to advise on the deal, which is expected to close in the second half of 2017, while Akin Gump Strauss Hauer & Feld is advising certain SunEdison creditors.
Skadden, Arps, Slate, Meagher & Flom, which has been serving as lead debtors’ counsel to SunEdison, is advising the company on the sale of its yieldcos, both of which have complex ties to their parent that have resulted in litigation and raised corporate governance issues. Skadden has sought more than $38.4 million in legal fees and expenses for its work on behalf of SunEdison through Jan. 1, 2017, according to bankruptcy court records. (New York’s Togut, Segal & Segal has sought nearly $2.9 million for its work as bankruptcy cocounsel to SunEdison.)
Sullivan & Cromwell is counseling TerraForm Global on its proposed sale to Brookfield, with Greenberg Traurig and Washington, D.C.-based litigation boutique Robbins, Russell, Englert, Orseck, Untereiner & Sauber representing the entity’s independent directors and a corporate governance and conflicts committee. TerraForm Power has turned to Sullivan & Cromwell and Sidley Austin, with Greenberg Traurig and Hughes Hubbard & Reed lining up for independent directors and a corporate governance and conflicts committee. Willkie Farr & Gallagher is counseling Centerview Partners as financial adviser to both TerraForm units.
Other firms that have incurred sizeable fees in SunEdison’s bankruptcy through the beginning of the year include: Weil, Gotshal & Manges ($8 million); Cohen & Gresser ($6.1 million); Morrison & Foerster ($2.4 million); Kobre & Kim ($1.07 million); Eversheds Sutherland ($1.03 million); Brown Rudnick ($615,492.86); and Joseph Hage Aaronson ($229,683.88). Weil, MoFo and Kobre & Kim are representing an official committee of unsecured creditors in the Chapter 11 case. Joseph Hage Aaronson and Brown Rudnick are serving as special litigation counsel to SunEdison, which is also employing Cohen & Gresser as special counsel and the newly formed Eversheds Sutherland as international special counsel.
The sale of TerraForm Global and TerraForm Power will allow Maryland Heights, Missouri-based SunEdison to proceed with its reorganization plan, which it received a fourth exclusivity extension on last week from the bankruptcy court. SunEdison’s general counsel is Martin Truong.
As for Skadden, the firm snagged a lead role on another notable transaction within the past week, advising Beverly Hills, California-based United Talent Agency LLC on taking a stake and forming a strategic alliance with AGM Partners, a New York-based M&A advisory firm led by Alan Mnuchin, the brother of U.S. Department of the Treasury Secretary Steven Mnuchin.
Skadden, which represented UTA in 2013 on its purchase of The Agency Group, the world’s largest independent music agency, saw former associate Philip Voss join UTA last year as associate general counsel.
In other M&A news …
Standard Life plc / Aberdeen Asset Management plc
Edinburgh-based Standard Life announced on March 6 its plans to buy rival Scottish asset manager Aberdeen in a $4.7 billion deal. If completed, sibling publication Legal Week notes that the merger will unite two of the largest financial firms in the U.K. and create a combined company with roughly 9,000 employees overseeing some $811 billion in assets. The New York Times reported that the combination demonstrates the increased pressure many money managers are facing to beat the markets.
Legal Advisers: Slaughter and May for Standard Life; Freshfields Bruckhaus Deringer and Maclay Murray & Spens for Aberdeen
SUEZ Groupe / Fonds Social des Employés de la Caisse de Dépôt et Placement du Québec / GE Water & Process Technologies
French water and waste giant SUEZ and Canadian pension fund CDPQ have teamed up to buy General Electric Co.’s water and process technologies business in a transaction that values the target at nearly $3.42 billion. The all-cash deal, announced on March 8, helps offset regulatory concerns related to GE’s proposed $32 billion acquisition of Baker Hughes Inc. The deal will also help SUEZ expand its geographic reach into the U.S. and emerging markets. Caisse is investing $700 million for a 30 percent stake in the company, while Paris-based SUEZ will own the remaining 70 percent of the business.
Legal Advisers: Davis Polk & Wardwell for SUEZ; Weil for GE
Groupe PSA / Opel Group GmbH / Vauxhall Motors Ltd.
Detroit-based General Motors Co., one of the world’s largest automobile manufacturers, officially announced on March 6 its plans to exit Europe by selling two major brands for $2.3 billion to Paris-based PSA, owner of the Peugeot and Citroën car brands. PSA’s acquisition of Germany’s Opel and the U.K.’s Vauxhall, which GM has owned for nearly 90 years, is expected to close by year’s end.
Legal Advisers: Cleary Gottlieb Steen & Hamilton for GM; Bredin Prat and Linklaters for PSA
Sterling Bancorp / Astoria Financial Corp.
Montebello, New York-based Sterling, a holding company for Sterling National Bank, a community bank with branches throughout New York, announced on March 7 its plans to merge with Lake Success, New York-based Astoria Financial in a $2.2 billion all-stock deal. The transaction, expected to close in the fourth quarter of 2017, will create the sixth-largest regional bank in the New York City area by deposits.
Legal Advisers: Squire Patton Boggs for Sterling; Wachtell, Lipton, Rosen & Kaz for Astoria Financial
Hewlett Packard Enterprise Co. / Nimble Storage Inc.
Palo Alto, California-based HPE, an enterprise-focused company formed last year following the split of Hewlett-Packard, is seeking to buy San Jose, California-based data storage provider Nimble Storage for $1.09 billion in cash. The acquisition, announced on March 7, will see HPE expand its operations in the growing flash storage sector.
Legal Advisers: Wachtell for HPE; Weil for Bank of America Corp. as financial adviser to HPE; Fenwick & West for Nimble Storage