Goldman, Sachs & Co.'s relationship with Altria Group Inc. started last year, when it advised the tobacco giant on its $100 billion spinoff of Philip Morris International Inc. It continued this month, when Altria tapped Goldman as its lead financial adviser in its $11.7 billion cash deal for smokeless tobacco maker UST Inc., announced Sept. 8.

Goldman's New York-based team on the deal included Peter Gross, the senior relationship banker for Altria Group; Adam Taetle, a banker in the consumer group; and Tom Stein, a banker in the financing group. Gross also worked on the Philip Morris International spinoff for Richmond, Va.-based Altria, which was formerly known as Philip Morris Cos.

For the spinoff, Altria also used Centerview Partners LLC, Lehman Brothers Inc., Citigroup Inc., Credit Suisse Group, Deutsche Bank AG and J.P. Morgan Chase & Co. Goldman and J.P. Morgan Chase are jointly financing the UST deal, which involves a $7 billion bridge loan. J.P. Morgan and Centerview Partners also served as financial advisers on the UST deal.

J.P. Morgan's lead bankers on the UST deal included Thomas Cassin, Charles Edelman, Cem Koray and Andrew van der Vord, while Centerview's team included co-founder Bob Pruzan, Tony Kim and Will Edwards. Pruzan, the former president of Wasserstein, Perella & Co., advised Altria on a number of big transactions, including, among others, its $19 billion acquisition of Nabisco Holdings Corp. in 2000, Kraft Foods Inc.'s initial public offering in 2001 and the spinoff of the rest of Kraft six years later. Pruzan, Kim and Edwards also advised Altria on its $2.9 billion acquisition of cigar maker John Middleton Inc. in 2007.

For legal advice on the UST deal, Altria used its longtime regular outside counsel, Hunton & Williams LLP, which is also based in Richmond, Va. Hunton's team included Jerry Whitson, Dee Ann Dorsey, Louanna Heuhsen and counsels Olga Khvatskaya and Leslie Hansen. Whitson's relationship with Altria and its predecessors goes back decades: Whitson worked on Philip Morris' restructuring in 1985 and followed his client to New York when Philip Morris moved its headquarters to that city. Since then, he's worked on numerous deals for Altria, as the company has been called since 2003, including the Nabisco acquisition, the Kraft IPO and its spinoff in 2007. In March Whitson oversaw the Philip Morris International spinoff.

Altria turned to Arnold & Porter LLP's Deborah Feinstein in Washington for antitrust advice and tapped its usual outside tax counsel, Cliff Muller at Sutherland, Asbill & Brennan LLP in Washington. Muller played the same role last year on the John Middleton deal, while Hunton & Williams' Heuhsen, Brooks Smith and Jack Konther also worked on the deal.

UST tapped Citigroup Inc. for financial advice, with Ray McGuire, co-head of global investment banking in New York, and Jeffrey Schackner, co-head of consumer products in investment banking, taking the lead. Perella Weinberg Partners LP's Joseph Perella and Andrew Bednar also advised UST. Perella Weinberg turned to its regular outside counsel, Covington & Burling LLP's J.D. Weinberg, Frank London and Russell Valdez, for representation.

For legal advice, UST used Skadden, Arps, Slate, Meagher & Flom LLP's Peter Atkins, Stuart Alperin, Clifford Aronson, Berit Freeman and David Friedman. The target's independent directors and strategic transaction committee turned to Sullivan & Cromwell LLP's Yvonne Quinn, Joseph Frumkin and Keith Pagnani. Sullivan landed the work based on Frumkin and Pagnani's prior deal work for UST's directors.

Pagnani knew Joseph Heid, a director and the former chief of Esprit de Corp., from advising the special committee -- which Heid sat on -- in the $726 million sale of marketing solutions company Vertrue Inc. to buyout shop One Equity Partners LLC and venture capital firm Rho Ventures in 2007. Frumkin knows Patricia Diaz Dennis, the assistant general counsel at AT&T Services Inc., from his AT&T deal work.

UST's in-house dealmakers are Raymond Silcock, CFO, Richard Kohlberger, chief legal officer, and CEO Murray Kessler. Altria's internal team included David Beran, CFO, and Denise Keane, general counsel.