(Credit: Wikimedia Commons)
Skadden, Arps, Slate, Meagher & Flom, already near the top of the first quarter M&A league tables for legal advisers, has hit the ground running in April.
The firm got the month started by scoring a lead role for JAB Holding Co., the investment arm of Germany’s wealthy Reimann family, on the Krispy Kreme and Keurig coffee cup owner’s $7.5 billion acquisition of St. Louis-based bakery and casual dining chain Panera Bread Co.
Skadden M&A partners Sean Doyle and Paul Schnell are leading a team of lawyers from the firm advising JAB, according to sibling publication Legal Week. Skadden has helped JAB gradually expand its food empire, representing the Luxembourg-based holding company last year on its $13.9 billion buy of Keurig Green Mountain Inc. and $1.35 billion acquisition of Krispy Kreme Doughnuts Inc.
Sullivan & Cromwell, which recently advised Beverly Hills-based PacWest Bancorp on its $705 million cash-and-stock bid for CU Bancorp, is fielding an outside legal team for Panera Bread on its proposed sale to JAB led by M&A partner Francis “Frank” Aquila and Audra Cohen, executive compensation and benefits partner Heather Coleman, finance partner Ari Blaut, IP partner Nader Mousavi and tax partner Ronald Creamer Jr. Panera’s two-headed in-house legal department is led by chief legal and franchise officer Scott Blair serves and general counsel Louis DiPietro.
Skadden also scored a role last week for Denver-based Intrawest Resorts Holdings Inc. on its $1.5 billion sale to Aspen Skiing Co. LLC and private equity firm KSL Capital Partners LLC. M&A partners Joseph Coco and Marie Gibson, banking partner Seth Jacobson and executive compensation and benefits partner Regina Olshan are leading a Skadden team advising Intrawest—owner of California’s Mammoth Resorts, Colorado’s Steamboat Mountain Resort and four other major North American ski retreats—on the transaction.
The deal, if it closes as expected in the third quarter of this year, will create a rival to publicly traded ski resort market leader Vail Resorts Inc. Skadden is working with leading Canadian firm Blake, Cassels & Graydon in advising Intrawest, whose financial adviser Deutsche Bank AG is being represented by Davis Polk & Wardwell partner Phillip Mills. Latham & Watkins and Simpson Thacher & Bartlett partner Chad Skinner are representing Aspen and KSL on the matter. Rana Dershowitz is general counsel for Aspen, which is based in the Colorado ski town of the same name. KSL already owns California ski resorts at Alpine Valley and Squaw Valley.
Skadden also counseled longtime client Intel Corp. earlier this month on its sale of a controlling 51 percent stake in its McAfee cybersecurity unit to TPG Capital Management LP. The deal, announced on April 4, came just a few weeks after Skadden snagged a role for Intel on its proposed $15.3 billion buy of Israeli self-driving technology company Mobileye NV. Intel, which back in 2011 bought McAfee in a $7.7 billion deal, will now spin the company out into its own standalone entity under the ownership of TPG.
Ropes & Gray, which recently advised travel luggage giant Samsonite International SA on its $105 million acquisition of online travel bag retailer eBags Inc., is representing Fort Worth, Texas-based TPG on the McAfee matter. Kirkland & Ellis is advising Chicago-based Thoma Bravo LLC, another private equity firm, which is taking a smaller stake in McAfee, now valued at some $4.2 billion. Kirkland and Ropes & Gray have both enjoyed longtime relationships with Thoma Bravo and TPG, respectively.
Skadden also picked up a role last week for the Forestar Group Inc. on its $605 million sale to Kirkland-advised Starwood Capital Group LLC and a minor mandate to assist Magic Circle firm Freshfields Bruckhaus Deringer in advising German pharmaceutical company Stada Arzneimittel AG on its proposed $4.3 billion sale to private equity firms Bain Capital LP and Cinven Group Ltd. Kirkland and Clifford Chance are counseling Bain and Cinven, respectively, according to Legal Week.
Skadden did get shunted aside by Latham on another deal by Metro-Goldwyn-Mayer Inc. that saw the iconic Beverly Hills-based movie studio pay $1.275 billion to acquire the 81 percent stake it didn’t already own in the EPIX movie service from Viacom Inc.’s Paramount Pictures Corp. and Lionsgate Entertainment Inc. That deal, announced on April 5, marks the latest chapter in Hollywood’s seemingly never-ending content wars.
MGM, whose former chairman and CEO was once legendary Skadden antitrust litigator Frank Rothman, has long turned to Skadden for a variety of legal engagements. But Skadden’s work for MGM has slowed since the firm handled a 2010 debt restructuring for the film studio that saw it emerge from bankruptcy proceedings with new management and ownership.
Shearman & Sterling senior partner and co-head of global M&A Creighton Condon is leading a team from the firm advising Viacom’s Paramount on its proposed sale of EPIX, while Santa Monica, California-based Lionsgate has turned to O’Melveny & Myers partners Bruce Tobey and Silvia Vannini for outside counsel on the matter. (Tobey, a former executive at Paramount and CBS Films, previously advised Lionsgate on a $1.5 billion Chinese joint venture in 2015.)
It was Latham’s recruitment of an O’Melveny sports, media and entertainment team in late 2014 that helped solidify its ties to MGM. Christopher Brearton, a leading Hollywood legal dealmaker and former managing partner of O’Melveny’s office in Century City, California, was part of that high-profile lateral move and now serves as deputy head of Latham’s outpost in the entertainment capital. Brearton and partner Jason Silvera, the Los Angeles-based vice chair of Latham’s corporate department, are leading a team from the firm advising MGM on the deal. O’Melveny alum Lesley Freeman serves as general counsel for MGM.
Last year Latham took the lead for MGM on its agreement with JPMorgan Chase & Co. to provide the studio with a $1 billion revolving credit facility. Latham also landed notable transactional roles in recent weeks for Burlington, Massachusetts-based application software security solutions provider Veracode Inc. on its $614 million all-cash sale to CA Technologies Inc. and WKI Holding Co. Inc. on its sale of Rosemont, Illinois-based housewares company World Kitchen to private equity firm Cornell Capital LLC. Latham worked with Davis Polk as counsel to World Kitchen, while Paul, Weiss, Rifkind, Wharton & Garrison took the lead for Cornell Capital, which reportedly paid more than $500 million for the company.
In other M&A news . . .
Abbott Laboratories / Alere Inc.
More than a year after suburban Chicago-based health care products giant Abbott Labs made its $5.8 billion bid for Waltham, Massachusetts-based Alere, the two sides have agreed to end their bitter legal feud in Delaware over the terms of that deal and agreed to a combination at the lower purchase price of $5.3 billion. Abbott, which last year sought to scuttle the deal, has now agreed to set aside the litigation and seek on close on the transaction by Sept. 30.
Legal Advisers: Wachtell, Lipton, Rosen & Katz, Kirkland and Morris, Nichols, Arsht & Tunnell for Abbott Labs; Paul Weiss and Potter Anderson & Corroon for Alere; Davis Polk for JPMorgan as financial adviser to Alere
Seven & I Holdings Co. Ltd. / Sunoco LP
Japanese retail giant Seven & I, owner of the Irving, Texas-based 7-Eleven Inc. convenience store chain, agreed on April 6 to buy 1,109 Sunoco gas stations in the Lone Star State and along the East Coast from Dallas-based fuel supplier Sunoco. The $3.3 billion deal, the largest-ever for Seven & I, accelerates the Tokyo-based company’s expansion in the U.S. Seven & I will acquire Sunoco’s gas pumps and retail operations as part of the transaction, as noted by sibling publication Texas Lawyer, as well as agree to buy gasoline from Sunoco for 15 years. The deal is expected to close in the second half of 2017.
Legal Advisers: Akin Gump Strauss Hauer & Feld for Seven & I; Vinson & Elkins for Sunoco
Tencent Holdings Ltd. / Tesla Inc.
In yet another investment by an Internet company from China in the U.S. self-driving vehicle market, Hong Kong-based gaming and technology Tencent announced on March 28 that it would pay $1.78 billion for a 5 percent stake in Tesla, a Palo Alto, California-based electric car company controlled by billionaire Elon Musk that last year merged with battery maker SolarCity Corp. Tencent has previously invested in other electric vehicle companies and Tesla, which has recently watched its valuation surpass industry leaders like Ford Motor Co. and General Motors Co., is hoping that this deal will help it crack into China’s auto market.
Legal Advisers: Davis Polk for Tencent
AT&T Inc. / Straight Path Communications Inc.
Dallas-based telecommunications giant AT&T announced on April 10 its $1.25 billion all-stock acquisition of Glen Allen, Virginia-based Straight Path, which hold licenses to wireless spectrum. The deal is a bid by AT&T to bolster its arsenal in 5G wireless services, a faster-speed form of Internet connection that has the potential acquirers’ rivals like Verizon Communications Inc. mulling their own bid for Straight Path, according to Reuters.
Legal Advisers: Kilpatrick Townsend & Stockton for AT&T; Weil, Gotshal & Manges for Straight Path
Liberty Interactive Corp. / General Communication Inc.
U.S. cable mogul John Malone’s Liberty Interactive announced on April 4 a complex deal to drop its “tracking stock” structure through its $1.12 billion buy of Anchorage-based GCI, which provides long-distance telecommunications services to citizens of the Last Frontier. Tracking stocks are a type of common stock whose price is determined by the financial performance of a business unit, rather than a company as a whole. The media conglomerate, owner of HSN Inc. and QVC Inc., plans on combining GCI with its tracking stock Liberty Ventures and reshuffling that stock in order to give Liberty Interactive more flexibility to make acquisitions and more easily access the equity market, according to news reports. The tax-free deal is expected to close in the first quarter of 2018.
Legal Advisers: Baker Botts for Liberty Interactive