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eBay enlists Latham's troops

by Lisa Lee, David Marcus, Vipal Monga and Amy Wu  |  Published October 31, 2008 at 3:53 PM

Bill Me Later Inc.'s $945 million agreement to sell to eBay Inc. was perhaps the most successful exit by a venture-backed tech company so far this year. Gary Marino founded the online payment company in 2000 and grew its revenue from $613,000 in 2003 to $86 million last year.

The deal marks eBay's second major foray into online payments. In 2002, it paid $1.5 billion for PayPal Inc. The San Jose, Calif., e-commerce company used Sullivan & Cromwell LLP and Goldman, Sachs & Co. for that deal. This time, it turned to Luke Bergstrom, Peter Kerman and Robert Koenig of Latham & Watkins LLP in Menlo Park, Calif., with Brian Smith in Washington on regulatory issues.

That expertise was important on both deals because the targets are in the highly regulated payments-systems business. And it may explain why eBay didn't use its regular counsel, Cooley Godward Kronish LLP, on either, since the firm does not do bank regulatory work. EBay general counsel Michael Jacobson was a Cooley partner from 1986 to 1998, when he assumed his current position, and Cooley has represented eBay on several major transactions, including its $390 million purchase of Danish classified advertising providers Den BlÄ Avis A/S and BilBasen ApS, which eBay announced on Oct. 6 along with the Bill Me Later deal. Cooley also handled the legal work for eBay on its $370 million purchase of a unit from VeriSign Inc., its $3.9 billion acquisition of Skype Technologies SA in 2005, and last year's $307 million purchase of StubHub Inc. The VeriSign deal, though it involved a payments company, did not have a significant regulatory component, a source says. Latham has also worked with eBay previously and represented the company in 2004 on its $149 million purchase of Mobile.de GmbH.

For banking advice eBay used Jack MacDonald and David King of Merrill Lynch & Co., who also advised on the Skype deal. Bill Me Later used Frederick Lowinger, Chris Abbinante, Tom Cole and associate Michael Heinz of Sidley Austin LLP, which has worked with the company on earlier financings. The seller got banking advice from Ian Smith at Allen & Co. LLC.

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Tags: Allen & Co. | Bill Me Later | Cooley Godward Kronish | eBay | Goldman Sachs | Latham & Watkins | Merrill Lynch | Sidley Austin | Sullivan & Cromwell | VeriSign
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