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Bain taps Ropes & Gray for advice on Neuberger Berman

by Lisa Lee, David Marcus, Vipal Monga and Amy Wu  |  Published October 3, 2008 at 4:35 PM
Ropes & Gray LLP's Al Rose and R. Newcomb Stillwell continue to stay busy with longtime client Bain Capital LLC. The duo counseled Bain in joining with Hellman & Friedman LLC on the $2.15 billion acquisition of Neuberger Berman LLC, Lehman Brothers Holdings Inc.'s asset management firm, on Sept. 29.

Bain had tapped the Boston-based Ropes in August, when Lehman started shopping Neuberger. Bain and Hellman were originally "separate actors" on the deal, a source says, but "were encouraged to work together." Both PE shops submitted bids for a minority stake in Neuberger on Sept. 12, and that weekend both received a call from Lehman asking whether they would consider teaming up to buy the whole unit.

Lehman's subsequent collapse complicated things. "Fundamentally, that's what made it an interesting deal. You have a very attractive asset, which is unfortunately owned by a bankrupt enterprise," says Ropes' Gregory Sheehan, who chairs the firm's investment management group. "You need to put the whole process through bankruptcy court approval." The buyers tapped Gary Shedlin, Daniel Dunay and Elizabeth Case of Citigroup Inc. for banking advice. Bain managing directors Mark Nunnelly, Andrew Balson and Phil Loughlin led the firm's internal team.

Cleary Gottlieb Steen & Hamilton LLP's Chris Austin led the legal team on the deal for San Francisco-based Hellman, with Dan Sternberg on M&A, Jim Bromley on bankruptcy and Arthur Kohn on executive compensation and benefits. Cleary has done all of Hellman's asset management deals, including the 2006 acquisition of Gartmore Investment Management plc from Nationwide Mutual Insurance Co.

Hellman managing directors Allen Thorpe and Jeffrey Goldstein and general counsel Arrie Park led the deal for the PE shop.

Weil, Gotshal & Manges LLP
is Lehman's bankruptcy counsel, and partner Michael Lubowitz led the Neuberger deal. He also advised Lehman on the sale of its North American investment bank and brokerage assets to Barclays Capital Inc. Willkie Farr & Gallagher LLP's Daniel Schloendorn and Rose DiMartino provided regulatory advice to Neuberger, while Proskauer Rose LLP and Schulte Roth & Zabel LLP advised its management team. Lehman M&A bankers Punit Mehta and Steven Berkenfeld advised the seller.
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Tags: Al Rose | Bain Capital | Barclays Capital | Citigroup | Cleary Gottlieb | Gartmore Investment Management | Hellman & Friedman | Lehman Brothers | Nationwide Mutual | Proskauer Rose | Ropes & Gray | Weil Gotshal | Willkie Farr
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