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Deal diary: June 13-26, 2011

by The Deal staff  |  Published June 10, 2011 at 1:01 PM

Neff200.pngDaniel Neff was Airgas Inc.'s lead corporate lawyer in the company's successful defense against a hostile bid from Air Products and Chemicals Inc. earlier this year, and Temple-Inland Inc. handed Neff, the co-chairman of Wachtell, Lipton, Rosen & Katz, a similar assignment. The paper products company tapped Neff as counsel in the face of a $3.3 billion hostile bid from International Paper Co. unveiled June 6. Wachtell's William Savitt is the lead litigation partner on the matter; he was not involved in the Airgas defense.

Temple-Inland is using Goldman, Sachs & Co. for banking advice. Goldman's Michael Carr advised Airgas on the Air Products bid. Like Airgas, Temple is incorporated in Delaware and has a staggered board. But the company did bow to pressure from Carl Icahn in 2007 and spun out Guaranty Financial Group Inc. and Forestar Real Estate Group Inc. to Temple-Inland shareholders. The company also sold $2.4 billion worth of timberland to Campbell Group Inc. that year. Skadden, Arps, Slate, Meagher & Flom LLP was counsel on the restructuring, while Goldman, Sachs & Co. and Citigroup Global Markets Inc. provided financial advice.

International Paper is using Jeffrey Rosen, William Regner and Pierre Maugüé of longtime counsel Debevoise & Plimpton LLP. Rosen advised IP on its $6 billion purchase of Weyerhaeuser Co.'s packaging and recycling business in 2008 and in its $6 billion worth of land sales in 2006. For banking advice the bidder tapped Roger Altman and Eduardo Mestre at Evercore Partners Inc. and Karl Knapp, Ehren Stenzler, Willem Enthoven and Vijay Kumra at UBS. IP used UBS and Lazard on the Weyerhaeuser deal. -- David Marcus


Cravath, Swaine & Moore LLP failed to help Air Products and Chemicals Inc. become a dominant player in specialty chemicals by buying Airgas Inc., but the New York law firm's most recent assignment in the sector had a happier outcome. Cravath's Susan Webster and Thomas Dunn represented longtime client Ashland Inc. on its $3.2 billion agreement to buy International Specialty Products Inc., a deal announced May 31.

Samuel Butler, Cravath's presiding partner from 1980 to 1999, served on Ashland's board from the early 1970s to the late 1990s, and the firm has advised Ashland on a series of transactions over the past 15 years that have transformed it from an energy company into a specialty chemicals company. In 1997 Ashland sold exploration and production business Blazer Energy Corp. to Statoil ASA for $566 million and agreed to put its refining and marketing business into a joint venture with Marathon Oil Corp., which bought full control of the entity in 2004.

Cravath was conflicted from advising Ashland on its $3.3 billion purchase of Hercules Inc. in 2008. Ashland used Squire, Sanders & Dempsey LLP for advice on that deal. Cravath did represent Ashland in November when it sold its distribution business to TPG Capital for $930 million. For banking advice on that deal, Ashland used Kevin Morrison, Patrick Ramsey and Greg Kelly of Bank of America Merrill Lynch. Ramsey and Kelly are also working on ISP.

ISP used a Sullivan & Cromwell LLP team led by firm chairman Joseph Shenker and partners Keith Pagnani, Ivan Deutsch and Krishna Veeraraghavan. Ken Moelis, Jared Dermont and David Faris of Moelis & Co. provided banking advice. -- D.M.


Attorneys from Skadden, Arps, Slate, Meagher & Flom LLP saw familiar faces everywhere in the auction of Diversey Holdings Inc. The firm has a relationship with the Johnson family, which along with Clayton, Dubilier & Rice LLC was selling Diversey, and with buyer Sealed Air Corp.

With a Skadden team led by Susan Hassan and Rodd Schreiber already engaged by Diversey, Sealed Air tapped Simpson Thacher & Bartlett LLP's Charles "Casey" Cogut and Patrick Naughton on Skadden's referral. The auction began early in the year and culminated with a June 1 announcement that Sealed Air would buy Diversey for $4.3 billion, expanding the bubble wrap maker into soap bubbles.

Skadden's Hassan had worked with the Johnsons -- a Racine, Wis.-based family empire built by Samuel Curtis Johnson Sr. with holdings including S.C. Johnson & Son Inc. (which owns 50% of Diversey), Johnson Financial Group and Johnson Outdoors Inc. -- on deals including a proposed buyout of the public shares of Johnson Outdoors. Diversey general counsel Scott Russell is a former Skadden associate.

CD&R turned to a Debe­voise & Plimpton LLP team led by partners Franci Blassberg and Jonathan Levitsky and including David Brittenham, Jonathan Lewis, David Schnabel and ­Steven Slutzky. Debevoise represented the firm in 2009 when it bought a 46% stake in Diversey for $477 million, and has been counsel to CD&R on buyouts including last year's $4.2 billion purchase of Univar NV.

Also advising Sealed Air were Simpson ­Thacher partners Scott Dyer, Adeeb Fadil, Michael Naughton, Lori Lesser, Risë B. ­Norman, Steven Todrys, David E. Vann, ­Andrea Wahlquist and Marissa C. Wesely.

Citigroup Global Markets Inc.'s Christina Mohr and Scott Baird and Blackstone ­Advisory Partners LP's William Oglesby also advised Sealed Air, while Diversey tapped Goldman, Sachs & Co.'s Jack Levy, Jeffrey Moslow, Peter Lyon and Arden Lee.

A Lazard team including Daniel Motulsky and Maxence de Gennaro advised the Johnson family. -- Lou Whiteman


Kohlberg Kravis Roberts & Co. LP on June 1 agreed to sell oil and gas properties it owns in South Texas' Eagle Ford Shale with Hilcorp Energy Co. to Marathon Oil Corp. for $3.5 billion. The price represented a 175% profit on KKR's year-old, $410 million investment.

KKR's longtime law firm, Simpson Thacher & Bartlett LLP, counseled it on the sale, via a team including corporate partner Andrew Smith, Joseph Tringali on antitrust and Nancy Mehlman on tax. Smith had advised KKR on its investment in Hilcorp and on its sale of Eagle Ford and Marcellus shales explorer East Resources Inc. to Royal Dutch Shell plc last year for $4.7 billion, a 300% profit. Simpson Thacher recently announced it's opening an office in Houston, where KKR also has an outpost. While Smith is staying in New York, he will help support the new location.

The KKR-Hilcorp joint venture, Hilcorp Resources Holdings LP, received financial advice from Jefferies & Co.'s Ralph Eads, who also advised Hilcorp on the KKR investment and East Resources on its sale to Shell.

Andrews Kurth LLP provided Hilcorp with legal advice. Its team included G. ­Michael O'Leary, Hal Haltom Jr., Nancy Bostic, Thomas Ford Jr., Allison Mantor and L. Lee McMurtry III.

Marathon took legal advice from Baker Botts LLP's Hugh Tucker and Gerald Spedale. Tucker counseled East Resources on its sale to Shell. It took financial advice from Barclays Capital's Greg Pipkin, Chris Watson and Hugh "Skip" McGee III. -- Claire Poole

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Tags: International Paper Co. | Temple-Inland Inc. | Wachtell Lipton Rosen & Katz
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