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UAL Corp.'s United Airlines Inc. endured a decade of M&A near misses before finally reaching a deal earlier this month to acquire Continental Airlines Inc. for $3.2 billion. But through those adventures the airline built strong relationships with advisers including Cravath, Swaine & Moore LLP partner Scott A. Barshay, who has been along for the ride seemingly every step of the way.
Barshay, who together with George Zobitz led a Cravath team that advised United on the Continental deal, worked alongside Cravath's Allen Finkelson back in 2000, when United had a deal in place to buy US Airways Group Inc. That deal fell apart a year later under the combined weight of a slumping economy and antitrust scrutiny, but Barshay was back with United again in 2008, when the airline first held merger talks and then eventually formed a joint venture with Continental.
There were a lot of familiar faces in the room for this latest round of talks. United received financial advice from J.P. Morgan Chase & Co. vice chairman James B. Lee Jr., a longtime confidant of airline CEO Glenn Tilton. Lee told The New York Times back in 2008 that he has worked with Tilton since the CEO arrived at the airline in 2002.
Continental, meanwhile, relied on three law firms with significant ties to the airline. CEO Jeffery Smisek is a former partner at Vinson & Elkins LLP, which had Kevin Lewis of its Houston office lead a team that offered advice. Joining V&E on the assignment was Jones Day's Robert Profusek and J. Mark Metts. Jones Day was lead counsel for Continental when it went through bankruptcy in the 1990s.
Freshfields Bruckhaus Deringer LLP partner Paul Yde provided antitrust advice to Continental. The firm in the past few years had advised the airline on its efforts to win regulatory approval for Continental's bid to coordinate schedules with United and join the airline in the international Star Alliance.
United in recent years has negotiated not just with US Airways and Continental but with Delta Air Lines Inc. as well. Of all of the near misses, sources say Continental was the deal that Tilton craved. Continental management backed away in 2008 at the last moment, these sources say, but reapproached United several weeks ago after word leaked out that United was in fresh negotiations with US Air.
Joining J.P. Morgan's Lee and colleague Tom Miles in advising United was a Goldman, Sachs & Co. team led by Michael Carr and Patrick McClymont, while Continental was advised by Harry Pinson, Douglas Fordyce and Ryan Hummer of Lazard and Robert Kindler, Josh Connor and Nelson Walsh of Morgan Stanley.
Geert Goeteyn and Trevor Soames of Howrey LLP are representing United before European regulators. Goeteyn has a long history with the airline, having represented it when the European Commission investigated cargo-sector fuel charges as well as in its proposed acquisition of US Airways and its bid to win antitrust immunity to coordinate operations with foreign partners.
A Fried, Frank, Harris, Shriver & Jacobson LLP team of Philip Richter, Steven Epstein and Liwen Chen is representing J.P. Morgan and Goldman Sachs as advisers to United. Assisting Barshay and Zobitz of Cravath were Jennifer Conway, William Fogg, Katherine Forrest, Stuart Gold, Stephen Gordon, Tatiana Lapushchik and John White.
The Vinson & Elkins team included Brian Bloom, Mark Coker, Jeffery Floyd, James Garrett, Gillian Hobson, John Lynch, Larry Nettles, Matthew Pacey, James Reeder Jr., Alan Robin, Lande Spottswood, Pamela Stabler and Thomas Wilson. Jones Day attorneys involved included Stephen Mixter, Candace Ridgway, Manan Shah and Angela Olivarez.
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