Warren Buffett is a decisive buyer, a trait that drove Berkshire Hathaway Inc.'s $26 billion cash-and-stock acquisition of the 77% of Burlington Northern Santa Fe Corp. that it didn't already own. Buffett approached Matthew Rose, the railroad's chairman and CEO, on Oct. 22, and the Burlington board approved the deal in 15 minutes, Buffett told CNBC on Nov. 3, the morning the purchase was unveiled.
Advisers were called in on Oct. 25, though Buffett and Rose hammered out the main points themselves. The parties began drafting the merger agreement several days later. As is his wont, Buffett went without a banker. For legal advice he used Robert Denham, Mary Ann Todd and Brett Rodda at Munger, Tolles & Olson LLP in Los Angeles, his longtime law firm. That's Munger as in Charles, Buffett's longtime investing sidekick.
Burlington Northern used a team led by Scott Barshay, George Zobitz and Damien Zoubek (pictured) of Cravath, Swaine & Moore LLP, which was working on its first transaction for the railroad. Mayer, Brown, Rowe & Maw LLP counseled the company on its proposed 1999 merger with Canadian National Railway Co., a deal that the U.S. Surface Transportation Board effectively quashed. Goldman, Sachs & Co. advised Burlington on that deal and was Santa Fe Pacific Corp.'s banker in its 1995 merger with Burlington.
For advice on Berkshire's offer, Burlington tapped Goldman's Dusty Philip and Marc Nachmann in addition to Roger Altman, George Ackert and Christopher Lynch of Evercore Partners Inc. Ackert forged a relationship with Burlington as the head of the transportation group at Merrill Lynch & Co. from 2002 to 2009. Merrill worked on Burlington's 2005 preferred stock issuance.Ackert left the combined Bank of America Corp.-Merrill Lynch in February to join Evercore to establish and lead a transportation and infrastructure practice. Based in New York, he is also overseeing the development of a sports advisory business for Evercore. He began his career at Skadden, Arps, Slate, Meagher & Flom LLP.
Goldman, Sachs & Co.'s Dusty Philip also had a hand in advising Stanley Works on its $4.5 billion merger with Black & Decker Corp., which was announced the day before the Berkshire-Burlington deal. Goldman's George Mattson and Edouard Metrailler joined Philip on Stanley along with Deutsche Bank Securities Inc.'s Paul Stefanick, Kirk Meighan, Bob Kitts, Charles Dupree and Sean Costello. Stanley tapped Robert Townsend III and Mark Greene of Cravath, Swaine & Moore LLP, which Philip recommended, for legal advice.
Black & Decker used Glenn Campbell and Elizabeth Donley of Hogan & Hartson LLP and Christopher Johnson and Robert Cattaneo of Baltimore's Miles & Stockbridge PC. Campbell, a partner at Miles from 1990 to 1999, joined Hogan two years ago from King & Spalding LLP. Black & Decker general counsel Charles Fenton was a Miles partner before he joined Towson, Md.-based Black & Decker in 1989. B&D tapped J.P. Morgan Securities Inc. for banking advice on Stanley.
Like Dusty Philip, Cravath's Mark Greene had two deals in two days, though his second was far smaller than Philip's. Greene advised NuVox Inc., a Greenville, S.C.-based local exchange carrier, on its agreement to sell to Windstream Corp. for $643 million. NuVox general counsel Riley Murphy worked with Greene when Murphy was at E.spire Communications Inc. For banking advice NuVox used Prem Parameswaran and John Vann at Deutsche Bank Securities Inc. and James Broner at Wells Fargo & Co. Broner advised Valor Communications Group Inc. on the 2006 combination with Alltel Corp.'s landlines unit that created Windstream.
On NuVox, Windstream used Daniel Heard and T. Christopher Pledger of Kutak Rock LLP. Former Kutak partner John Fletcher, Alltel's go-to guy, moved to the company just before the Valor deal signing, and is now Windstream's general counsel. Windstream used Oppenheimer & Co. for banking advice.