Judging from the handful of huge technology acquisitions announced last month, the volatility roiling the equity markets is of far less concern to technology buyers than the urgent need to further their strategic visions. And that has been a boon for the armies of bankers and lawyers advising on the transactions. Google Inc.'s $12.5 billion agreement to buy Motorola Mobility Holdings Inc., announced Aug. 15, marked the culmination of a short but fruitful relationship between New York-based advisory boutique Centerview Partners LLC and the target.
The firm's two partners working on the deal, David St. Jean and David Handler, have been colleagues for 17 years at a variety of firms. They joined Centerview in 2008, about a year after the firm was founded, to establish its technology banking practice. The duo came from UBS -- the home of many of Centerview's co-founders -- where they were joint heads of technology investment banking.
The firm, which counts former Treasury Secretary Robert Rubin as an adviser, was hired to assist Motorola with its corporate split, which was completed in January. Although Goldman, Sachs & Co. and J.P. Morgan Chase & Co. had already been brought on to work with Motorola on the historic restructuring, St. Jean and Handler were hired to help the board with the complex task of separating an 83-year-old company into two management teams, two sets of assets and two brands.
The legwork Centerview put in on the arduous company split paid off bigtime for the firm, which focuses on large-cap complex transactions (it is advising Kraft Foods Inc. in its grocery business spinoff, for example). The firm was an obvious choice when Google turned an eye toward Motorola and its basket of 17,000 patents, an interest that was sparked by Nortel Networks Inc.'s agreement in July to sell a portfolio of communications patents to Apple Inc. and Rockstar Bidco LP for $4.5 billion.
Centerview's big-bank experience and small-firm sensibilities are an attraction for companies such as Motorola, St. Jean says.
"We're a boutique that likes to focus on large, high-profile, complex deals," he says. "In this situation there were no leaks -- that's why our clients hire us."
Also getting a mandate on the Motorola side was Qatalyst Partners, the San Francisco boutique founded in 2008 by star banker Frank Quattrone. Quattrone and George Boutros, who joined the firm in April of last year from Credit Suisse Group, worked on the deal. Antonio Weiss, Paul Haigney and John Gnuse of Lazard advised Google on the acquisition.
The Google-Motorola announcement marked just the start of a huge week for Qatalyst, which appeared again the following Thursday as the financial adviser for U.K. software firm Autonomy Corp. in its agreement to be sold to Hewlett-Packard Co. for $11.7 billion. The two deals were the largest in Qatalyst's short life. Qatalyst has worked on at least one other deal involving HP. Just a year ago, Qatalyst represented 3Par Inc., which was eventually sold to the Palo Alto, Calif.-based computer maker in an agreement with an enterprise value of $2.35 billion following a robust bid battle with Dell Inc.
HP took financial advice from Barclays Capital's Richard Taylor, Matthew Smith, Alisdair Gayne, Michael Carter, Wayne Kawarabayashi and Avinash Patel. It also hired Perella Weinberg Partners LP's Philip Yates, Graham Davidson, Peter Weinberg, Riccardo Benedetti, John Varughese and Paul Inouye.
On the legal side, HP used several firms. A Gibson, Dunn & Crutcher LLP team led by Jeffery Roberts and Selina Sagayam in London, Dennis Friedman in New York and James Moloney in Orange County was lead counsel. Gibson represented HP last year on its $1.5 billion purchase of ArcSight Inc. and on its $1.2 billion purchase of Palm Inc.
Robert Skitol and Joanne Lewers of Drinker, Biddle & Reath LLP advised on U.S. antitrust. HP general counsel Michael Holston was a partner at the firm from 1987 to 2005, and Drinker Biddle handled the antitrust work on the ArcSight deal, HP's $2.35 billion purchase of 3Par last year and on its $13.9 billion acquisition of Electronic Data Systems Corp. in 2008. Freshfields Bruckhaus Deringer LLP advised HP on all three of those deals and is also working with the company on this one. Hal Hicks, Paul Oosterhuis and Matthew Rosen of Skadden, Arps, Slate, Meagher & Flom LLP are tax counsel to HP, while Skadden's Peter Atkins and Kenton King are advising the company's board.
Autonomy used Stephen Cooke and Gary Eaborn of Slaughter and May in London as counsel, with Harry Robins and Izzet Sinan of Morgan, Lewis & Bockius LLP on antitrust.
In the Google-Motorola deal, David Karp and Patricia Vlahakis of Wachtell, Lipton, Rosen & Katz advised the target. The firm represented Motorola Inc. when Carl Icahn launched a proxy fight against the company in 2008. Wachtell then represented Motorola on its corporate split.
Google used a team led by Ethan Klingsberg, Victor Lewkow and Matthew Salerno of Cleary Gottlieb Steen & Hamilton LLP. Cleary landed Google because of its antitrust expertise. The firm counseled the company on the antitrust aspects of its $3.1 billion purchase of DoubleClick Inc. in 2008, then did both the corporate and antitrust work for Google on its $750 million purchase of AdMob Inc. last year and its $700 million purchase of ITA Software Inc., which was unveiled last year and closed in April after extensive antitrust review. -- Olaf de Senerpont Domis and David Marcus
Time Warner Cable Inc. was always the logical candidate to buy Insight Communications Co. because of the proximity of its Midwestern cable networks.
The question was whether the New York cable outfit would pay enough to satisfy Insight backers Carlyle Group, Crestview Partners LP and MidOcean Partners.
Time Warner Cable CEO Glenn Britt had publicly maintained that his company would not overpay. Though it sat out the auction, the cable company was able to reach a $3 billion deal to purchase Insight.
Carlyle acquired Insight, which provides cable TV service in Kentucky, Indiana and Ohio, in 2005. The private equity firm pulled a 2007 auction because of the credit crisis. Carlyle tested the market again early last year, and sold positions to Crestview and MidOcean.
This year, healthy cable valuations and perhaps Carlyle's investment timing brought Insight Communications back to market.
Running the Insight auction were Ben Braun and Jim McVeigh of Bank of America Merrill Lynch and a UBS Investment Bank team of Aryeh Bourkoff, Ehren Stenzler, Sam Powers, Matthew Feldman, Winston Meade and Todd Holder.
The banks have had prominent cable assignments, such as Comcast Corp.'s 2010 purchase of a controlling stake in NBC Universal Inc. UBS worked on Providence Equity Partners LLC's $1.37 billion sale of Bresnan Communications LLC to Cablevision Systems Corp., which exceeded 8 times Ebitda and helped fuel value expectations.
Insight's counsel included Dow Lohnes PLLC lawyers Leonard Baxt, Gary Lutzker, Matthew Block, Carolyn Greer and Kevin Mills. The firm advised Carlyle on the 2005 leveraged buyout of Insight Communications.
The sponsors retained Debevoise & Plimpton LLP lawyers Jeffrey Rosen, Peter Furci and Dmitriy Tartakovskiy, as well as Mark Director, Daniel Michaels and Sara Zablotney of Kirkland & Ellis LLP.
The word was that the sellers wanted $3.5 billion or more. There are varying accounts of how firmly they conveyed that guidance.
Insight drew first-round bids from WideOpenWest LLC, backed by Avista Capital Partners, and from Mediacom Communications Corp., which chairman and CEO Rocco Commisso took private in March. The former had regulatory challenges because of market overlap, sources say, and the latter had financing issues.
Despite Time Warner Cable's absence from the auction, one person says the possibility of a bid from the nation's second-largest operator gave private equity firms a chill. The cable company demonstrated an interest in Kentucky in June when it purchased cable systems from New Wave Communications LLC for $260 million.
When the second round failed to produce a sale, Insight entered exclusive talks with Time Warner Cable lasting about three weeks.
The price is about 8.6 times Ebitda for the prior 12 month period, but is closer to 8 times 2011 estimates. The multiple falls below 6 when considering programming savings and other benefits, Time Warner Cable expects.
Advising Time Warner Cable were Citigroup Global Markets Inc. bankers Ketan Mehta, Jesse Davis and Dan Richards.
Buyer's counsel was Jeffry Hardin and Arthur Harding of Edwards Angell Palmer & Dodge LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP lawyers Ariel Deckelbaum and Robert Schumer.
Edwards Angell advised TWC on the New Wave deal; the firm's predecessor worked on transactions dating to the 1980s merger of Warner Communications Inc. and Time Inc. Paul Weiss recently advised the cable operator on the $230 million purchase of cloud computing company NaviSite Inc.
Denise Cerasani of Dewey & LeBoeuf LLP advised Citigroup. -- Chris Nolter