Six Firms on Aetna’s $7.3 Billion Coventry Health Care Buy

Aetna will purchase Coventry Health Care in a $7.3 billion deal, including Coventry debt, that will allow the health care benefit company to bolster its Medicare and Medicaid rolls.

Coventry stockholders will receive $27.30 in cash and 0.3885 Aetna shares per Coventry share, or $42.08 per Coventry share based on Aetna’s Aug. 17 closing price. The deal is expected to close in mid-2013.

For Aetna, the deal comes more than a month after rival insurer WellPoint agreed to pay $4.9 billion for Amerigroup, which manages Medicaid and similar programs, in the wake of the U.S. Supreme Court’s decision to uphold the federal health care law expected to take effect in 2014 (NYLJ, July 12). That law’s passing, and its impact on the medical coverage of millions in America, has resulted in health care companies beefing up their Medicare and Medicaid offerings.

The deal will add more than five million Aetna members, including 1.5 million Medicare Part D members. Based in Hartford, Conn., Aetna currently serves more than 18 million medical members. The deal is expected to yield $400 million in annual cost synergies in 2015.

Davis Polk & Wardwell is advising Aetna, with a New York team that includes David Caplan and H. Oliver Smith, corporate; Edmond FitzGerald, employee benefits; and Harry Ballan, tax; with counsel Ajay Lele, corporate; and associates Lee Hochbaum and Evan Rosen, corporate; Jennifer Freiman, employee benefits; and William Curran, tax.

Aetna also turned to Jones Day for antitrust advice. The firm’s deal team was led by partner Phillip Proger in Washington, D.C., with partner Margaret Ward in Silicon Valley and Washington, D.C. and associate Ausra Deluard in New York.

Goldman Sachs, financial advisor to Aetna, turned to a Skadden, Arps, Slate, Meagher & Flom team that included New York M&A partner Paul Schnell and associate Maxim Mayer-Cesiano. In Washington, D.C. was partner Jeremy London, M&A.

Wachtell, Lipton, Rosen & Katz represented Coventry with a New York deal team led by corporate partner David Katz with partners Ilene Gotts, antitrust; Jeremy Goldstein, executive compensation and benefits; Eric Rosof, restructuring and finance; and Deborah Paul, tax; and associates Donald Casey, corporate; Lori Sherman, antitrust; D. Miishe Addy, executive compensation and benefits; Gregory Pessin and Austin Witt, restructuring and finance; and Rachel Reisberg, tax.

Coventry, based in Bethesda, Md., also turned to a Crowell & Moring team that included Washington, D.C. partner Arthur Lerner, antitrust/health care; counsels Barbara Ryland, antitrst/health care; and Shawn Johnson, antitrust; and associates Lauren Patterson, antitrust; and Elliot Golding, antitrust/health care.

Bass, Berry & Sims, based in Tennessee, also advised Coventry with a Nashville team that included corporate member Bob Thompson, health care practice chair J. James Jenkins Jr.; health care member Angela Humphreys; antitrust member R. Dale Grimes; and tax member R. Todd Ervin.

Four Firms Handle $3.3 Billion Sale of Getty Images

The Carlyle Group has agreed to buy photo distributor Getty Images from private equity firm Hellman & Friedman in a $3.3 billion deal.

The global alternative asset manager will acquire a controlling stake in the company, while Getty Images co-founder and chairman Mark Getty and the Getty family will roll their ownership interests into the deal. Getty Images’ management, including co-founder and CEO Jonathan Klein, will also invest in the company.

Based in Seattle, Getty Images provides photographs, video and multimedia products to newspapers, magazines, films and other media businesses in more than 100 countries. Its archive includes 80 million still images and more than 50,000 hours of film. The deal is expected to close by the end of the year.

Carlyle, headquartered in Washington, D.C., turned to a Debevoise & Plimpton team led by New York corporate partners Paul Bird and Jonathan Levitsky, with partners David Brittenham, corporate; Peter Furci, tax; and Elizabeth Pagel Serebransky, executive compensation and employee benefits; and associates Kamal Agrawal, Usman Arain, Yasmin Paula Carlos, Eric Juergens, Sean Kass, Jessica Lehrman and David Wicklund, corporate; and Brooke Monahan McKeever, Jason Navarino and Karli Robyn, tax. In Washington D.C. was corporate partner Jeffrey Cunard.

Simpson, Thacher & Bartlett advised Getty Images and Hellman & Friedman with a team that included New York partner Brian Steinhardt, credit; senior counsel Michael Naughton, antitrust; and associate Christopher Bell, credit. In Palo Alto were partners Chad Skinner, M&A; Katharine Moir, tax; Tristan Brown, executive compensation and employee benefits; and William Brentani, capital markets; and associates Nicholas Washburn, Diana Snyder and Kamal Patel, M&A; Daniel Foster, tax; and Jennifer Wolff, executive compensation and employee benefits. Antitrust partner Peter Thomas and associate William Kearney advised from Washington, D.C.

Getty Images was also represented by a Weil, Gotshal & Manges team led by Silicon Valley partner Kyle Krpata, corporate; with New York partners Michael Nissan and Richard Ginsburg, corporate; and associate Gregory Burns, tax. Also in Silicon Valley were partners Karen Ballack, intellectual property; and Craig Adas, corporate; and associates Andrew Nelson, Bernard Lam and Alex Purtill, corporate; and Kwang-chien Ger, intellectual property. In London were competition partner Douglas Nave and associate Dean O’Connell.

Davis Polk & Wardwell advised Getty Investments with a team that includes New York partners Kathleen Ferrell, tax; and Frank Azzopardi, intellectual property. In Menlo Park were partners Daniel Kelly Jr. and Sarah Solum, corporate; and associates Jeffrey Gould, Vincent Cannon, Jason Bassetti and Steve Valenzuela, corporate; and Catherine Paskoff Chang, tax.