Dollar Store’s $9.2 Billion Purchase of Rival Taps Wachtell, Cleary, Sullivan

By Brian Baxter

Bargain retailer Dollar Tree Inc. is buying rival Family Dollar Stores Inc. for $8.5 billion in cash and stock in a bid to create one of the largest discount retailers in North America, the companies announced Monday.

Chesapeake, Virginia-based Dollar Tree has agreed to pay $74.50 per share for Family Dollar Stores, based in Matthews, N.C., a premium of 22.8 percent over the closing price on Friday. The boards of directors of both companies unanimously approved the deal, which is expected to close in early 2015.

Family Dollar shareholders would get $59.60 in cash and $14.90 in Dollar Tree stock per share, according to Dollar Tree. The transaction is subject to regulatory and Family Dollar shareholder approvals. Including debt and additional costs, the companies said the enterprise value exceeds $9.2 billion.

The combined company would operate more than 13,000 stores in 48 states and five Canadian provinces with projected annual sales exceeding $18 billion, and employ more than 145,000 workers. Stores would be operated under the Dollar Tree, Deals and Dollar Tree Canada brands, as well as under the Family Dollar Store name.

Wachtell, Lipton, Rosen & Katz and Williams Mullen advised Dollar Tree; Cleary Gottlieb Steen & Hamilton advised Family Dollar; and Sullivan & Cromwell counseled Morgan & Stanley as the financial adviser to Family Dollar Stores.

Wachtell corporate partners Daniel Neff and Trevor Norwitz led the Dollar Tree team that included partners David Schwartz, antitrust; Eric Rosof, restructuring and finance; David Kahan, executive compensation and benefits; and T. Eiko Stange, tax. Corporate associates Brandon Price, Minsun Lee and Ademola Adewale-Sadik worked on the deal with executive compensation and benefits associate Michael Schobel, restructuring and finance associates Neil Chatani, Saish Setty and Robert Borek, antitrust associate Yuni Yan Sobel, and tax associate Michael Sabbah.

Dollar Tree also tapped Norfolk, Virginia-basedWilliams Mullen, where corporate partners Willson Hulcher and John Mitchell, as well as business and corporate associate Rajan Singh, worked on the deal.

Family Dollar turned to Cleary, where M&A partner Ethan Klingsberg led the New York-based team that included corporate partner Paul Tiger, banking and finance partner Amy Shapiro, capital markets partner Nicolas Grabar, and corporate counsel Mary Alcock. Corporate associates Aaron Meyers, Thomas Larkin, and Phillip Coffman were also involved. The firm’s Washington, D.C.team included antitrust partner Brian Byrne and antitrust associate Farrell Malone.

Sullivan & Cromwell counseled Morgan Stanley with M&A partners Francis Aquila and Melissa Sawyer and M&A associate Yilei He.

Zillow Expands Its Own Real Estate With Acquisition of Rival Trulia

By MP McQueen

Shearman & Sterling, which scored a big victory Monday for shareholders of defunct Russian energy giant Yukos, has teamed up with Perkins Coie to advise online property website Zillow on its $3.5 billion acquisition of rival Trulia.

Trulia tapped Goodwin Procter and Wilson Sonini Goodrich & Rosati on the all-stock deal. The transaction, announced Monday, will make Seattle-based Zillow the largest company in the online real estate advertising and listing space.

Taking the lead for Zillow were Shearman M&A partners Peter Lyons, in New York and Steve Camahort, in San Francisco. The New Yorkteam included antitrust partner Beau Buffier, executive compensation and employee benefits partner Doreen Lilienfeld, litigation partner Alan Goudiss, and M&A counsel Nathan Sawyer. Also involved were executive compensation and employee benefits associates Nell Beekman and Regina Park, and M&A associate Robert Bucella in New York; antitrust associates Karina Lubell and Jack Mellyn, in Washington; and IP partner Richard Hsu, tax partner Larry Crouch, IP associates Zheng Bao and Benjamin Petersen, and tax associate Ryan Bray in Palo Alto, California.

Also advising Zillow was a team from Perkins Coie that included emerging companies and venture capital partners David McShea and Andrew Moore, counsel Nicholas Ferrer and associate Allison Handy.

Latham & Watkins represented Goldman Sachs, advisor to Zillow. The Latham team involved M&A partners Christopher Kaufman and Stephen Amdur, along with counsel Michael Kuh. Amdur and Kuh are in New York; Kaufman is in California.

Trulia turned to a Goodwin Procter team led by capital markets partners Rezwan Pavri and Lisa Haddad.Pavri is Menlo Park and Haddad is in Boston. Goodwin’s California team included executive compensation partner Lynda Galligan, labor and employment partner Kristen Dumont, tax partner Kelsey Lemaster, and technology transactions partner James Riley Jr. Also involved were technology companies associates Korey Anvaripour and Ashley Pantuliano, general business associates Catherine Doxsee, Monica Patel and Mark Schenkel, tax associate Naomita Yadav, executive compensation associates Sarah Bock and Grace Wirth, M&A associates Blake Liggio and Jacqueline Mercier, and corporate associate Lang Liu. Bock, Liggio and Mercier are in Boston.

Wilson Sonsini represented Trulia and tapped San Francisco, M&A partner Michael Ringler and Washington, D.C. antitrust partner Scott Sher.

Davis Polk & Wardwell’s Menlo Park corporate team advising J.P. Morgan Securities in its role as financial advisor to Trulia included partner Alan Denenberg and associate Jason Bassetti.

Scott Darling serves as general counsel for Trulia, whose sale to Zillow is expected to close sometime next year if approved by antitrust regulators. Both legacy companies will retain their names and continue to operate separate websites.