Amsterdam's ING Groep NV turned to long-standing legal adviser Sullivan & Cromwell LLP in the first leg of a European Commission-mandated disposal marathon, which concluded with a June 17 agreement to sell ING Direct USA to Capital One Financial Corp. for $9 billion.
The Sullivan & Cromwell team advising ING included Mark Menting and Brian Hamilton. Deutsche Bank AG's William Curley, Eric Heaton, Anthony Viscardi and Paul Wetzel ran a lively auction for the Wilmington, Del., online bank, which drew bids from General Electric Co., CIT Group Inc., Citigroup Inc. and Ally Financial Inc. and went up to the wire.
Sullivan & Cromwell has advised ING on numerous transactions over the past two decades, including the €10 billion ($14.4 billion) of state aid ING received at the height of the financial crisis. It was counsel on ING Direct USA's purchase of ShareBuilder Corp. of Seattle for $220 million in 2007, the C$1.04 billion ($1.07 billion) initial public offering of ING's Canadian property and casualty subsidiary in 2004 and the C$2.2 billion secondary offering of ING's remaining 70% three years later.
ING has until the end of 2013 to meet its EC disposal obligations, and all eyes are now on which advisers ING will select for two planned European and U.S. IPOs for insurance operations with a book value of €20 billion. Dutch retail banking operations accounting for 6% of the local mortgage market must also go and, separately from the EC program, ING may sell its Latin American insurance business as well as ING Car Lease.
Capital One also promises to keep its advisers busy. The McLean, Va., bank, which becomes the fifth-largest deposit taker, from eighth largest, with the ING Direct USA purchase, has reportedly bid for U.S. credit card assets of HSBC Group Holdings plc.
For advice on the ING Direct USA purchase, Capital One turned to Morgan Stanley's Jonathan Pruzan and Gary Shedlin, Centerview Partners LLC's Stephen Crawford, and a Barclays Capital team including Greg Kennedy, Brad Whitman, Jason Whiting and Bill Gartland. Barclays Capital has advised Capital One on a gamut of securities issues, including a May 2009 $1.55 billion equity offering to repay Troubled Asset Relief Program funding as well as a subordinated debt issue and a trust-preferred securities sale later that year.
Capital One's lawyers were a Wachtell, Lipton, Rosen & Katz team led by Edward Herlihy and Matthew Guest, a Mayer Brown LLP team led by Fritz Thomas, Jodi Simala and Andrew Noreuil, and Loyens & Loeff NV.
Wachtell has previously worked on both sides of deals involving Capital One. It represented Hibernia Corp. on its $5.4 billion sale to Capital One in 2005 and advised North Fork Bancorp Inc. on its $14.6 billion sale to the bank in 2006.
Wachtell, Centerview and Credit Suisse Group then advised Capital One in 2008 when it bought the troubled Chevy Chase Bank FSB for $520 million. --Laura Board and David Marcus
PNC Financial Services Group Inc.'s planned $3.45 billion cash-and-stock acquisition of Royal Bank of Canada's U.S. retail bank operations, announced June 20, follows a string of Canada-U.S. bank deals. This latest deal once again features Wachtell, Lipton, Rosen & Katz and Sullivan & Cromwell LLP as legal advisers.
Wachtell's Edward Herlihy and Lawrence Makow are representing PNC, while Sullivan & Cromwell's H. Rodgin Cohen, Andrew Gerlach, Donald Toumey, Andrew Mason, Marc Trevino and Yvonne Quinn are counseling the Toronto-based seller. In December, Wachtell's Herlihy, Makow and Nicholas Demmo advised Milwaukee-based Marshall & Ilsley Corp. on its $4.1 billion sale to Bank of Montreal, while S&C's Cohen, Gerlach and Mitchell Eitel represented the Montreal bank.
Wachtell is longtime counsel to PNC, most recently advising on the $2.3 billion sale of its global investment servicing business to Bank of New York Mellon Corp. in February 2010. It also worked on the Pittsburgh-based bank's $5.2 billion acquisition of Cleveland's National City Corp. in 2008, and its 2007 acquisitions of Sterling Financial Corp. of Lancaster, Pa., for $565 million and of Yardville National Bank of Hamilton, N.J., for $403 million, among others.
Sullivan & Cromwell's Eitel, Toumey and Cohen, meanwhile, represented RBC a decade ago on its $2.3 billion acquisition of Centura Banks Inc. of Rocky Mount, N.C., one of its largest forays into the U.S. market. Toumey also worked on the Canadian bank's acquisition of Phillips, Hager & North Investment Management Ltd. in 2008 and its 2006 acquisitions of Flag Financial Corp. for $456 million and American Guaranty & Trust Co. for an undisclosed price.
J.P. Morgan Chase & Co. worked alongside RBC Capital Markets Corp. to provide RBC financial advice on the sale to PNC. J.P. Morgan pulled out the big guns as its chairman and CEO Jamie Dimon joined an advisory team that also included Alex Lynch, John Simmons, Eric Warmstein and David Topper. A J.P. Morgan spokeswoman says Dimon occasionally advises on deals in which he has a pre-existing client relationship, but would not specify the nature of his relationship with RBC. Warmstein is no stranger to Canadian bank deals, having advised Bank of Montreal on its Marshall & Ilsley acquisition.
PNC, for its part, tapped Bank of America Merrill Lynch's Kenneth McPhail, Marianne Harris and David Adler for financial advice on RBC. Adler had served on the BofA team that advised PNC on its National City acquisition. McPhail also has a history with the bank, most recently advising PNC on its roughly $678 million acquisition of Bridgewater, N.J.-based United National Bancorp in 2003. -- Michael Rudnick with D.M.
Energy dealmaking looks to remain hot this summer, with Dallas natural gas transporter Energy Transfer Equity LP, or ETE, announcing June 16 it had agreed to buy pipeline operator Southern Union Co. of Houston for $7.9 billion, including $3.7 billion in debt. The deal will create the largest consolidated natural gas pipeline company in the U.S. at a time when the resource is becoming more easily extracted with hydraulic fracturing and ways to get it to market are becoming more valuable.
ETE chose Credit Suisse Securities (USA) LLC's James Welch, Lewis Steinberg and Brooks Shughart for financial advice. Welch and Shughart have worked with ETE before, having assisted it when it bought Regency Energy Partners LP's general partner from GE Energy Financial Services for $300 million in preferred units. Shughart in particular knows the master limited partnership game: Last September he advised the conflicts committee of Enterprise Products GP LLC when it was bought out by Enterprise Products Partners LP for $8 billion and the conflicts committee of PVG GP LLC when Penn Virginia Resource Partners LP bought Penn Virginia GP Holdings LP last year for $950 million.
Latham & Watkins LLP provided ETE with legal advice, with partners William Finnegan, Sean Wheeler, David Allinson, Timothy FitzSimons, Craig Kornreich, Robert Zuccaro, Michael Egge, Timothy Fenn, David Kahn, David Della Rocca, Kenneth Simon and Natasha Gianvecchio on the deal. Finnegan, who left Vinson & Elkins LLP last year to join Latham & Watkins when it opened its Houston office, is the firm's resident master limited partnership expert, having counseled Buckeye GP Holdings LP on its purchase by Buckeye Partners LP a year ago for $1.14 billion (with Wheeler, who joined from Baker Botts LLP).
Bingham McCutchen LLP assisted on the tax aspects. The team included Bill McKee (who merged his firm McKee Nelson LLP with Bingham in 2009), Gary Huffman and Bradford Whitehurst.
Southern Union picked Robert Pacha, Raymond Strong and Christopher Juban at Evercore Partners Inc. for financial advice. It was Evercore's second big deal announced that week; it also assisted Ericsson AB on its agreement to acquire Telcordia Technologies Inc. for $1.15 billion. Pacha set up Evercore's Houston office two years ago after leaving Bank of America Merrill Lynch, where he led the bank's midstream energy and master limited partnership practice. Since then, Evercore has advised on several energy transactions, including assisting Warburg Pincus-backed Targa Resources Corp. on its sale of pipeline and processing assets to Targa Resources Partners LP in March for $420 million and Delta Petroleum Corp. on its sale of noncore oil and natural gas assets to Wapiti Oil & Gas LLC in August for $130 million. Pacha has been advising the special committee of Exco Resources Inc. on a possible $4.4 billion buyout by management and shareholders Oaktree Capital Management LP, Ares Management LLC and T. Boone Pickens. Strong was recently recruited to Evercore from Goldman Sachs Group Inc., where he advised Chevron Corp. on its $4.3 billion purchase of Atlas Energy Inc. in November.
Providing Southern Union with counsel were Locke Lord Bissell & Liddell LLP's Don Glendenning, Seth Warner, David Taylor, Dovi Adlerstein, Chris Allison, Andrew Betaque, James Moriarty and Van Jolas. Roberts & Holland LLP assisted on the tax side, led by Lary Wolf, Elliot Pisem and Libin Zhang. Southern Union's special committee was represented by Morris, Nichols, Arsht & Tunnell LLP's Rick Alexander, Melissa DiVincenzo, Lou Hering and Daniel Matthews. --Claire Poole