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Attorneys David Fox and Daniel Wolf had a blockbuster January with assignments on three multibillion-dollar deals, work that underscores the success the duo has had since moving to Kirkland & Ellis LLP from Skadden, Arps, Slate, Meagher & Flom LLP in May 2009. Fox brought with him especially strong relationships with the companies that were spun off from Cendant Corp. in 2006: Avis Budget Group Inc., Travelport Ltd., Wyndham Worldwide Corp. -- all of which he and Wolf continue to advise -- and Realogy Corp., which the duo represented on its $9 billion sale to Apollo Management LP in 2007. But much of their success at Kirkland has been the product of their ability to cross-sell their services to existing Kirkland clients.
ABB Ltd. is one such company. Kirkland had worked with the Swiss power and technology company for a number of years on asbestos litigation, as well as matters pertaining to the Foreign Corrupt Practices Act and U.S. securities law, before Wolf and Kirkland's Thomas Christopher advised ABB on its $3.1 billion purchase of Baldor Electric Co., which was announced in 2010 and closed in 2011. Wolf and Christopher are advising ABB on the $3.9 billion acquisition of Thomas & Betts Corp. that was announced on Jan. 23. The buyer is also using Steven Baronoff, Andrew Martin, Peter Pashigian and Parker Wertz of Bank of America Merrill Lynch. Thomas & Betts tapped longtime counsel Paul Kingsley of Davis Polk & Wardwell LLP for legal advice along with Michael Davis, Paul Stefanick, Charlie Dupree, Eric Moskal and David Getsie of Deutsche Bank Securities Inc.
Three days earlier, Fox and Kirkland's William Sorabella represented Solutia Inc. on its $4.7 billion sale to Eastman Chemical Co. Kirkland partners Richard Cieri and Jon Henes advised Solutia on its Chapter 11 restructuring, which lasted from 2003 to 2008, and later introduced Fox to Solutia CEO Jeffry Quinn. For banking advice Solutia tapped Ken Moelis, David Faris and John Collins of Moelis & Co. along with John Anos, Jim Stynes, Jim Ratigan, John Ferguson and Adam Abramson of Deutsche Bank Securities, which also advised in 2010 on the purchase of Etimex Solar GmbH.
Solutia's board used Joe Perella and Riccardo Benedetti of Perella Weinberg Partners LP and Philip Garon of Faegre Baker Daniels LLP.
William Rowland led a team of lawyers from Jones Day's Atlanta office that advised longtime client Eastman Chemical, which for banking advice turned to Paul Collins, Ken Grahame and Gary Posternack of Barclays Capital and Paul Smith and Nathan Eldridge of Citigroup Inc.
Fox and Wolf also represented Bristol-Myers Squibb Co. on its $2.5 billion agreement to buy Inhibitex Inc. in January. Bristol-Myers, a longtime client of Cravath, Swaine & Moore LLP that did not have strong ties to Kirkland, first tapped Fox and Wolf last year on its $885 million purchase of ZymoGenetics Inc. Bristol-Myers turned to Morgan Stanley on the ZymoGenetics deal but used Citigroup's Leon Kalvaria, Ross Hammerman and Vik Bhardwaj for banking advice on the Inhibitex purchase.
Inhibitex used Scott Lindsay, Charlie Newton and Vince Lozada of Credit Suisse Group and for legal advice turned to a team led by Dechert LLP's David Rosenthal, who landed Inhibitex as a client in 2001, when current CEO
Russell Plumb joined the company as CFO. Plumb held the same position at Serologicals Corp., another Rosenthal client. As a partner at Swidler Berlin Shereff Friedman LLP, Rosenthal advised Inhibitex on its 2004 initial public offering. He joined Dechert the next year and continues to work with the company. -- David Marcus
A few months after Fox and Wolf joined Kirkland, Richard Climan joined the Palo Alto, Calif., office of Dewey & LeBoeuf LLP from Cooley LLP, where he led the M&A department. Climan has also done very well at his new firm. He and Keith Flaum, who moved from Cooley to Dewey & LeBoeuf at the same time, brought companies such as Applied Materials Inc., eBay Inc. and Synopsys Inc. with them, and they've also landed work from new clients such as Dell Inc.
Climan and Flaum are advising Illumina Inc. on the $5.7 billion hostile offer it received from Roche Holding AG on Jan 25. Frederick Kanner, who's of counsel in Dewey & LeBoeuf's New York office, represented Illumina when it bought Solexa Inc. for $600 million in 2006. The deal was announced about six months after Christian Cabou joined Illumina as general counsel. Illumina's banker on that deal was Merrill Lynch & Co., whose successor, Bank of America Merrill Lynch, is advising it on the Roche offer along with Goldman, Sachs & Co.
Roche is using Arthur Golden and Marc Williams of longtime counsel Davis Polk & Wardwell LLP, Roche's primary deal counsel since at least the late 1980s. The law firm's first major assignment was on Roche's failed hostile bid for Sterling Drug Inc., which ended up selling to Eastman Kodak Co. in 1988. Davis Polk has advised Roche on a variety of litigation and corporate matters since then and handled the legal work on Roche's $3.4 billion acquisition of Ventana Medical Systems Inc. in 2008, which began as a hostile bid, as well as its $47 billion purchase of Genentech Inc. the next year.
On the banking side, Roche is using Robert Greenhill and Ashish Contractor of Greenhill & Co., which advised on the Ventana and Genentech deals, and Christopher Hite, Mark Shafir, Wilhelm Schulz, Aradhana Sarin, Paul Tomasic and Barry Blake of Citigroup Inc., which also worked for Roche on the Ventana acquisition. -- D.M.
Cooley LLP has had one of the top biotechnology practices in the country since the dawn of the industry in the early 1980s because the venture capitalists that were the core of the law firm's client base also invested in biotech startups. Cooley advised both Genentech Inc. and Amgen Inc. on their IPOs.
Cooley's Christian Plaza and Barbara Borden were opposite Amgen last month when it paid $1.16 billion for Micromet Inc. Cooley advised the biotech company on its 2006 purchase of CancerVax Corp. and since then has worked on multiple securities offerings for Micromet, which used Peter van der Goes of Goldman, Sachs & Co. for banking advice.
Amgen turned to Frank Aquila and Eric Krautheimer of Sullivan & Cromwell LLP. Aquila first worked with current Amgen general counsel David Scott in 1987 when Aquila, then an S&C associate, represented Grand Metropolitan plc on its purchase of Heublein Inc., the owner of Smirnoff vodka, from RJR Nabisco Inc. Scott was an in-house lawyer at Heublein and stayed on at Grand Metropolitan and its successor, Diageo plc, before becoming the general counsel at Medtronic Inc. in 1999. Scott took the same position at Amgen in 2004 and tapped Aquila for M&A work. Aquila's first large mandate for Amgen came on its $2.2 billion purchase of Abgenix Inc. in 2005, and he's handled a number of acquisitions for the company since then.
Amgen used Rick Leaman and Kasim Kutay of Moelis & Co. for banking advice on the Micromet deal. -- D.M.
Apache Corp. joined the stampede into shale, agreeing Jan. 23 to acquire EnCap Investments LP-backed Cordillera Energy Partners III LLC for $2.85 billion. Apache used old faithful Goldman, Sachs & Co. as its financial adviser, although some new names appeared. Bill Montgomery, who left Goldman last year for Quantum Energy Partners and often advised Apache on deals -- including its $3.9 billion purchase of Mariner Energy Inc. and its $7 billion purchase of assets from BP plc -- was replaced with Suhail Sikhtian as the lead assisted by former Morgan Stanley banker Shane Young, financing specialist Bruce Schwartz in New York and Ryan Synnott in Houston. Sikhtian, who used to work in Goldman's London office before moving to Houston, worked with Montgomery on oil service deals for Weatherford International Ltd. and National Oilwell Varco Inc. Tudor, Pickering, Holt & Co. LLC also pitched in, led by former Goldman bankers Bobby Tudor and Maynard Holt, vaulting the bank into the top 10 on the global M&A league tables, where Goldman ranks No. 2.
J.P. Morgan Securities LLC's Laurence Whittemore and Paschall Tosch, who worked for Apache on the BP purchase, switched sides for this deal, assisting Cordillera, along with Jefferies & Co.'s Ralph Eads and Guy Oliphant. Tosch and Whittemore have recently worked with Plains Exploration & Production Co. on various asset sales, including the sale of its working interests in oil and gas properties in the Texas Panhandle to Linn Energy LLC for $600 million, among others.
Whittemore also worked with Samsung C&T Corp. on its purchase with Korea National Oil Corp. of Parallel Petroleum LLC and Superior Energy Services Inc. on its $2.7 billion acquisition of Complete Production Services Inc.
Jefferies' Eads, meanwhile, advised the family-owned Samson Investment Co. on its sale to an investor group led by Kohlberg Kravis Roberts & Co. LP for $7.2 billion, Chesapeake Energy Corp. on its sale of assets to France's Total SA for $2.3 billion and Brigham Exploration Co. on its sale to Norway's Statoil ASA for $4.4 billion.
For legal counsel, Apache again called on a Bracewell & Giuliani LLP team, including Alan Rafte, Bryan Loocke, Greg Bopp, John Brantley, Stephen Crain, Troy Harder, Dan Hemli, Bruce Jocz, Tim Wilkins, Jackie Java, Stephen Boone and Keith Cooper. Rafte and Brantley also worked on Apache's BP purchase.
Apache's in-house team included senior counsel Brett Cupit and general counsel Anthony Lannie, who worked with Bracewell & Giuliani when he was at Tejas Gas Corp., then at Royal Dutch Shell plc, then at Kinder Morgan Inc.
Andrews Kurth LLP, which had worked with Apache before Bracewell stepped in, flipped sides to assist Cordillera with a team led by Michael O'Leary and including Hal Haltom, Ashley Burns, Tom Ford Jr., Allison Mantor, Lee McMurtry III, Kay Lynn Brumbaugh, Chris Fenelon and Cindy Lin. Thompson & Knight LLP's Michael Pierce, a private equity specialist who advised EnCap Investments LP on its latest $3.5 billion fund but has also counseled KKR on deals, pitched in as well.
Cordillera fetched less than the $3 billion its investors were initially looking for when studying a possible sale in October, but natural gas prices have eased considerably since then. Still, the price implies a 5.7 times return based on a $500 million equity commitment in 2007 -- not a bad day. --Claire Poole
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