Three leading Am Law 100 firms celebrated the Memorial Day weekend with by grabbing key roles on a pair of billion-dollar transactions.
Cleary Gottlieb Steen & Hamilton’s Victor Lewkow and Aaron Meyers—the latter of whom made partner on Jan. 1—are heading up a team working with leading Swiss firm Homburger in advising Muttenz, Switzerland-based Clariant AG on its proposed $14 billion merger with Huntsman Corp. The stock-for-stock deal, announced on May 22 and expected to close by year’s end, will create a chemical industry giant, as noted by sibling publication Texas Lawyer.
Kirkland & Ellis corporate partners David Fox, William Sorabella and Shawn O’Hargan are leading a team from the firm counseling Huntsman on the deal. The Woodlands, Texas-based company, whose general counsel is former Kirkland partner David Stryker, is also being advised by Vinson & Elkins and top Swiss firm Bär & Karrer. Paul, Weiss, Rifkind, Wharton & Garrison is representing Moelis & Co. as financial adviser to Huntsman on the deal.
Kirkland and Paul Weiss also partnered up to represent GI Partners and Oak Hill Capital Partners LP, respectively, on their $2.36 billion sale of Kirkland, Washington-based Wave Broadband LLC to RCN Telecom Services LLC and Grande Communications Networks LLC. The deal, also announced on May 22 and expected to close in the second half of this year, will create the nation’s sixth-largest Internet and cable operator.
RCN and Grande Communications are both owned by Fort Worth, Texas-based private equity firm TPG Capital Management LP, which turned to Cleary Gottlieb for counsel last summer on its collective $2.25 billion buy of both companies. Kirkland advised Abry Partners LLC in its role as seller on that deal. Cleary Gottlieb corporate partner James Langston is now leading a team from the firm handling TPG’s plans to fold Wave Broadband into the cable portfolio that currently includes RCN and Grande Communications.
In other M&A news …
Hapag-Lloyd AG / United Arab Shipping Co.
On May 25, German shipping line Hapag-Lloyd completed a long awaited merger with UASC, a deal that creates the fifth-largest shipping company in the world. The $14 billion union gives Hamburg-based Hapag-Lloyd access to major trade routes from Asia to Europe. The combined company will have a fleet of more than 230 vessels, according to maritime trade reports.
Legal Advisers: Allen & Overy and Ince & Co for Hapag-Lloyd; White & Case for UASC; Watson Farley & Williams for a group of 29 local and international bank lenders
Sabra Health Care REIT Inc. / Care Capital Properties Inc.
Irvine, California-based senior housing owner Sabra Health announced on May 8 that it had agreed to merge with its Chicago-based competitor Care Capital Properties in a $7.4 billion all-stock deal, as noted by sibling publication GlobeSt. The deal, expected to close in the third quarter, will create a combined portfolio with 564 investments across 43 states and Canada.
Legal Advisers: O’Melveny & Myers and Fried, Frank, Harris, Shriver & Jacobson for Sabra Health; Paul Weiss for UBS as financial adviser to Sabra Health; Sidley Austin for Care Capital Properties; Davis Polk & Wardwell for Bank of American/Merrill Lynch as financial adviser to Care Capital Properties
Thermo Fisher Scientific Inc. / Patheon NV
Waltham, Massachusetts-based Thermo Fisher, the world’s largest maker of scientific instruments, is expanding into biopharmaceutical services following its announced $7.2 billion buy on May 15 of Dutch drug ingredient maker Patheon from private equity firm JLL Partners Inc. and Royal DSM NV. Thermo Fisher hopes that the deal, which includes $2 billion in Patheon debt, will help it deliver drugs to market faster and at lower costs. The transaction is expected to close by year’s end.
Legal Advisers: Wachtell, Lipton, Rosen & Katz for Thermo Fisher; Simpson Thacher & Bartlett for The Goldman Sachs Group Inc. on bridge financing; Skadden, Arps, Slate, Meagher & Flom for Patheon; Latham & Watkins for Royal DSM
INC Research Holdings Inc. / inVentive Health Inc.
In hopes of securing future contracts with large pharmaceutical companies, Raleigh, North Carolina-based INC Research announced on May 10 that it would merge with its largest rival, Boston-based contract research services provider inVentiv Health in a $4.6 billion all-stock deal. The combined entity forged between INC Research and inVentiv Health—the latter owned by private equity firms Advent International Corp. and Thomas H. Lee Partners LP—will be one of the world’s largest outsourced research services businesses, with a wide breadth of services that range from running clinical trials to advising on drug prices.
Legal Advisers: Sullivan & Cromwell for INC Research; Weil, Gotshal & Manges for inVentiv
Avantor Performance Materials LLC / VWR Corp.
Avantor, a Center Valley, Pennsylvania-based specialty chemical company owned by private equity firm New Mountain Capital LLC, announced on May 5 its $4.38 billion acquisition of Radnor, Pennsylvania-based laboratory supplies company VWR. The deal, expected to close in the third quarter, creates a potential Fortune 500 company capable of supplying equipment for the health care and technology industries by combining Avantor’s manufacturing capabilities with VWR’s distribution network in the Americas and Europe.
Legal Advisers: Simpson Thacher for Avantor; Kirkland for VWR
Sinclair Broadcast Group Inc. / Tribune Media Co.
Baltimore-based Sinclair, the largest owner of local stations in the U.S., announced on May 8 that it would purchase Tribune Media, one of the largest U.S. television station operators, in a $3.9 billion cash-and-stock deal. With the deal, Sinclair, a growing force in the broadcast industry, gains control of media outlets like WGN in Chicago and WPIX in New York, as well as 215 stations around the county to add its 173-strong portfolio. The deal is expected to close in the fourth quarter.
Legal Advisers: Fried Frank, Pillsbury Winthrop Shaw & Pattman and Thomas & Libowitz for Sinclair; Debevoise and Covington & Burling for Tribune Media; Simpson Thacher for lenders
Neptune Oil & Gas Ltd. / Engie
North Sea oil and gas exploration company Neptune, started in 2015 by private equity firms The Carlyle Group LP and CVC Capital Partners Ltd., announced on May 11 its $3.9 billion purchase of French utility Engie’s exploration and production unit. The deal, as reported by sibling publication Legal Week, is the latest sign of private equity’s interest in the international energy space following several down years for the sector. The transaction also marks a shift by Engie away from oil and gas and into more stable, regulated businesses like power grids.
Legal Advisers: Freshfields Bruckhaus Deringer and Macfarlanes for Neptune; Bracewell for Carlyle and CVC Capital; Bredin Prat for Engie
Moody’s Corp. / Bureau van Dijk Electronic Publishing GmbH
In a bid to expand its risk data and analytics business, New York-based credit ratings agency Moody’s announced on May 15 its $3.27 billion buy of Dutch financial information provider Bureau van Dijk from Swedish private equity firm EQT Partners AB. The deal, which Legal Week noted yielded roles for at least four law firms, comes after Moody’s bought the structured data and analytics business of Frankfurt-based SCDM earlier this year.
Legal Advisers: Skadden and Stibbe for Moody’s; Latham for lender banks; Baker McKenzie for Bureau van Dijk managers; Allen & Overy for EQT Partners
United Internet AG / Drillisch AG
United Internet, a German provider of Internet services, announced on May 12 its acquisition of German telecommunications company Drillisch in a $3.04 billion cash-and-stock deal that will merge the latter with United Internet’s 1&1 Telecommunications subsidiary, which offers mobile and broadband services. The combined entity will operate under the United Internet umbrella and become the fourth-largest telecommunications entity in the German market.
Legal Advisers: Hengeler Mueller, Hoffmann & de Vries, Gleiss Lutz, Glade Michel Wirtz and Schweibert Lessmann for United Internet; Sullivan & Cromwell for Drillisch; Milbank, Tweed, Hadley & McCloy for lender banks
Healthcare Trust of America Inc. / Duke Realty Corp.
HTA, a Scottsdale, Arizona-based owner and operator of medical offices, announced on May 1 its $2.8 billion all-cash purchase of the medical office building portfolio and medical development platform owned by Indianapolis-based real estate investment trust Duke Realty. The seller’s portfolio includes 71 buildings, five assets that are under-construction and ownership interests in two buildings that the REIT owns through joint ventures, as well as 16.5 acres of land, according to GlobeSt. The sale is expected to close in several tranches during the second and third quarters of this year.
Legal Advisers: O’Melveny & Myers for HTA; Hogan Lovells for Duke Realty
Coach Inc. / Kate Spade & Co.
On May 8, luxury handbag maker Coach announced it would acquire its whimsical and colorful rival Kate Spade for $2.4 billion in cash. The deal, expected to close in the third quarter, brings together two New York-based brands eager to capture the millennial market amid slow growth in the handbag marketplace. The transaction also marks the latest in a series of acquisitions by Coach, which is trying to build an affordably priced luxury group based on an American asthetic.
Legal Advisers: Fried Frank for Coach; Cleary Gottlieb for Evercore Group LLC as financial adviser to Coach; Paul Weiss for Kate Spade
First Horizon National Corp. / Capital Bank Financial Corp.
Amid a climate of community banking consolidation thanks in part to higher regulatory costs, Memphis-based First Horizon announced on May 4 that it would acquire Charlotte, North Carolina-based Capital Bank in a $2.2 billion deal. The merger, expected to close in the fourth quarter, will create the fourth-largest regional bank in the Southeast. The combined entity will have more than 300 branches across the Carolinas, Florida, Tennessee and Virginia.
Legal Advisers: Sullivan & Cromwell for First Horizon; Wachtell for Capital Bank
Apollo Global Management LLC / West Corp.
New York-based buyout giant Apollo announced on May 9 that it would acquire telephone conferencing services provider West Corp. for about $2 billion in cash. The deal, which has an enterprise value of about $5.1 billion when including West Corp. net debt that will be absorbed by Apollo, is expected to close in the second half of 2017. The transaction is the end result of a strategic review commenced by Omaha-based West Corp. late last year.
Legal Advisers: Wachtell, Lipton, Rosen & Katz and Paul Weiss for Apollo; Sidley Austin for West Corp; Weil for West Corp. stockholder Thomas H. Lee Partners
CF Corp. / Fidelity & Guaranty Life Insurance Co.
A little more than a month after Fidelity & Guaranty Life called off a deal to be acquired by a Chinese insurance group, blank check company CF swooped in to pick up the Des Moines-based annuities and life insurer in a $1.84 billion deal, which will see CF absorb $405 million in the target’s debt, as noted by sibling publication ThinkAdvisor. GSO Capital Partners LP, the credit division of buyout giant The Blackstone Group LP, is part of an investor group providing equity financing for the all-cash deal. The transaction, announced on May 24, is expected to close in the fourth quarter.
Legal Advisers: Winston & Strawn, Hogan Lovells and Debevoise for CF; Debevoise for Blackstone; Skadden for Fidelity & Guaranty Life; Covington & Burling for Rothschild & Co as financial adviser to the target; Davis Polk for HRG Group Inc. as the target’s largest shareholder; Sullivan & Cromwell for GSO Capital
Intact Financial Corp. / OneBeacon Insurance Group Ltd.
Intact Financial, Canada’s largest casualty and property insurer, announced on May 2 its $1.7 billion all-cash purchase of Plymouth, Minnesota-based specialty insurer OneBeacon. The deal, which will see Bermuda-based White Mountains Insurance Group Ltd. divest itself of OneBeacon, creates a North American specialty lines insurer that caters to small- and medium-sized businesses and has more than $2 billion in specialty line premiums. The transaction is expected to close in the fourth quarter.
Legal Advisers: Skadden and Blake, Cassels & Graydon for Intact Financial; Cravath, Swaine & Moore, Kramer Levin Naftalis & Frankel and Conyers Dill & Pearman for White Mountains; Davies Ward Phillips & Vineberg for private placement subscribers; McCarthy Tétrault for underwriters