Four Firms Advise Sale of Majority Stake In Marketing and Sales Company

Private equity firm Apax Partners has agreed to sell its majority stake in Advantage Sales and Marketing to two other private equity firms, Leonard Green & Partners and CVC Capital Partners.

Athough Apax did not reveal the price tag on the deal, Reuters reported it to be more than $4 billion, citing sources familiar with the negotiations. Irvine, Calif.-based ASM provides outsourced sales and marketing services for a variety of industries, including retail and food service.

Both Apax and ASM sought legal counsel on the deal from Skadden, Arps, Slate, Meagher & Flom.

Participating were a New York-based team led by M&A partner Ann Beth Stebbins. Along with banking partner Steven Messina, counsel Mark Ramsey, corporate finance partner Michael Zeidel, executive compensation and benefits partner Erica Schohn, intellectual property and technology counsel Andrew Woodard, labor and employment partner David Schwartz and tax partner Victor Hollender. M&A associates Kevin Adams and Catherine Matloub, executive compensation and benefits associate Shalom Huber, corporate finance associate Russell Petrella and tax associate, Benjamin Schreiner also worked on the transaction.

ASM also turned to Willkie Farr & Gallagher in New York for advice from a team that included corporate finance partner Mark Cognetti, executive compensation and employee benefits partner Michael Katz and tax partner Christopher Peters. Associates invloved in the transaction were Hania Masud, corporate,and Helen Skinner, executive and employee benefits.

Leonard Green tapped a Latham & Watkins team that included New York-based M&A partners Howard Sobel and Paul Kukish.

CVC Capital turned to Simpson Thacher & Bartlett’s New York-based team that included partners Gary Horowitz, M&A, Mark Pflug, corporate,David Rubinsky, executive compensation and employee benefits, James Cross, finance, and John Creed, tax. Also participating were corporate and M&A associates Kevin Lehpamer, Taylor Smith, and Adam Shapiro; executive compensation and employee benefits associates, Jeannine McSweeney, Joo Hyun Lee, and Eric Wolf; and tax associate SeoJung Park.

ASM, which expects to earn $1.6 billion in revenue this year, has been controlled by Apax since 2010. ASM’s management will retain a significant equity interest in the company upon completion of the stake sale, according to Apax. The transaction is subject to customary closing conditions and is expected to close in the third quarter of this year.

Midwest Energy Holding Company To Change Hands in $9.1 Billion Deal

Wisconsin Energy Corporation has announced it will buy energy holding company Integrys Energy Group for $9.1 billion, including debt, a deal that would expand the company’s geographic base.

The cash and stock deal calls for the Milwaukee-based Wisconsin Energy to pay 1.128 of its shares and $18.58 in cash for each share of Integrys—a 17.26 percent premium over the target’s closing price on Friday. The deal is expected to close next summer. It requires shareholder approval from both companies, as well as the approval of the Federal Energy Regulatory Commission, Federal Communications Commission and energy regulators in all four states where the merged company—to be known as WEC Energy Group—would operate.

Wisconsin Energy serves 1.1 million electric customers and a similar number of natural gas customers. It provides electricity to a few parts of Wisconsin—including Milwaukee and Appleton—as well as much of Michigan’s Upper Peninsula. Its natural gas coverage includes portions of Wisconsin. By purchasing Chicago-based Integrys, Wisconsin Energy would acquire six other natural gas and electric operators, allowing the company to expand its coverage in Wisconsin and Michigan and enter big markets in Illinois and Minnesota such as Chicago and Minneapolis.

The companies would combine their equity stakes in American Transmission Company, yielding a 60 percent stake in the federally regulated transmission company.

Wisconsin Energy tapped Skadden, Arps, Slate, Meagher & Flom for legal advice, with Chicago-based M&A partner Susan Hassan leading a legal team that includes corporate restructuring partner John Lyons, banking partner Seth Jacobson and real estate partner Nancy Olson. Also involved in the transaction were Washington, D.C.-based regulatory partner Mike Naeve, environmental and climate change partner Don Frost Jr., Palo Alto, Calif.-based executive compensation and benefits partner Joseph Yaffe, New York-based intellectual property partner Bruce Goldner, labor and employment partner John Furfaro, and tax partner David Rievman.

For its part, Integrys sought counsel from Cravath, Swaine & Moore and Foley & Lardner. The Cravath New York-based team was led by M&A partners Mark Greene and Andrew Thompson. The team also included antitrust partner Christine Varney, executive compensation and benefits partner, Eric Hilfers, and tax partner Michael Schler. Also participating were associates Matthew Cantor, executive compensation and benefits, Andrew Carlon, tax, Margaret D’Amico, litigation and corporate associates Bomi Lee and David Willard.

The Wisconsin-based team from Foley & Lardner included employee benefits and executive compensation senior counsel Joshua Agen, partners Gregg Dooge, energy regulatory, Bradley Jackson, environmental regulation, Linda Benfield, evironmental regulatory, and M&A partners Benjamin Garmer, Eric Nelson and Russell Ryba.

A New York-based team from Baker Botts provided legal counsel to Wisconsin Energy’s financial adviser Barclays, with M&A partner William Lamb and corporate and M&A associate Brendan Dignan working on the team.

Davis Polk & Wardwell represented Lazard Frères & Co. as financial adviser to Integrys, with a New York team made up of corporate partner Phillip Mills, M&A associate Michael Patrone and litigation counsel Scott Luftglass.

@|“New Deals” reports on major business transactions and the attorneys involved. Vinayak Balasubramanian is a reporter for affiliate Am Law Daily. Submit items by e-mail to tkaras@alm.com.