Though United Parcel Service Inc. had its eye on TNT Express NV for years, Big Brown became a serious suitor just a few months ago. On March 20 it agreed to acquire its Dutch peer in a €5.16 billion ($6.75 billion) cash deal that will create Europe's largest parcel delivery company. The Hoofddorp, Netherlands-based target persuaded its Atlanta-based suitor to raise its offer from €9 to €9.50 a share -- and to agree to pay a €200 million reverse breakup fee should the deal fall through on competition grounds. That's 4 times the €50 million penalty TNT would have to cough up were it to go with a rival offer.
"It was a way of having UPS confirm that this deal is doable also from a regulatory point of view," says Jan Louis Burggraaf, who co-led the Allen & Overy LLP corporate team advising TNT along with fellow Amsterdam partner Tim Stevens, with partner Paul Glazener covering antitrust issues. Allen & Overy has represented TNT for more than a decade, from the 1998 demerger from Dutch telecoms giant KPN NV and the creation of TNT's parent company, TNT Post Group, to last year's split of TNT into TNT Express NV and PostNL NV.
In the deal with UPS, TNT also turned to Goldman, Sachs & Co. bankers Gordon Dyal and Richard Govers, as well as Lazard's Wouter Han, Alexander Doll and Bas van der Vlist. Deutsche Bank AG's Nicholas Aperghis advised TNT's largest shareholder, PostNL, which gave its irrevocable backing to the transaction. A team led by Sullivan & Cromwell LLP London-based corporate partner William Plapinger represented Goldman.
For the largest takeover in its 105-year history, UPS enlisted bankers from Morgan Stanley including James Runde, a former vice chairman and special adviser who also helped the Atlanta company with its $5.5 billion initial public offering in 1999, as well as managing directors Peter Krowinkel and Mark Eichorn. UPS turned as well to a UBS team led by Charles Otton, James Robertson and Heino Teschmacher, along with Bob Elfring at Bank of America Merrill Lynch. For legal counsel UPS enlisted Freshfields Bruckhaus Deringer LLP, whose team was led by Amsterdam partner Jan Willem van der Staay. He has often sat at the other end of the table from Burggraaf, including representing Italy's Prysmian SpA in last year's acquisition of Dutch cable maker Draka Holding NV.
-- Renee Cordes
Cisco Systems Inc. jumped back into the big tech acquisition game last month with a $5 billion agreement to buy video software developer NDS Group Ltd.
The deal is a high-profile assignment for New York advisory boutique Centerview Partners LLC, whose David Handler and David St. Jean advised Cisco. The two bankers, who joined Centerview in 2008 from UBS, brought the Cisco relationship with them, having advised the company on its $6.8 billion deal for Scientific Atlanta Inc. in 2006 while working at Bear Stearns Cos. Before joining Bear in 2000, Handler and St. Jean also worked together at Jefferies & Co.
They've stayed busy at Centerview, advising Motorola Mobility Holdings Inc. in its $12.5 billion agreement to be acquired by Google Inc., announced in August last year, and, more recently, helping network security software developer SonicWall Inc. in its $1.5 billion sale to Dell Inc., announced March 13. Handler advised smart-grid technology developer Itron Inc. on its $100 million deal for SmartSynch Inc. in February.
J.P. Morgan also advised Cisco on the NDS deal. Its team included technology, media and telecommunications leader Anwar Zakkour, along with Jimmy Lee, Curt Sigfstead and Jennifer Nason. Staines, U.K.-based NDS had listed J.P. Morgan as one of its lead underwriters, along with Goldman, Sachs & Co. and Morgan Stanley, when it filed to go public in December.
For legal advice Cisco again turned to a Fenwick & West LLP team led by Doug Cogen, its San Francisco-based co-chair of M&A. Rounding out the team were Kris Withrow, Stephen Gillespie, Scott Spector, Brian Savage, Adam Andrews, Matthew Stewart and Thomas Kang. Cogen has advised Cisco on more than 75 transactions.
Kirkland & Ellis LLP's Daniel Wolf and David Feirstein provided counsel to J.P. Morgan, while Centerview received counsel from Sullivan & Cromwell LLP's Sarah Payne and Joseph Frumkin.<
NDS did not hire an investment bank for the deal. Its legal team was led by Howard Ellin, co-chair of Skadden, Arps, Slate, Meagher & Flom LLP's corporate transactions and M&A practices. His connection to the company likely grew out of its acquisition in 1992 by News Corp., which has been relying on Ellin for deal work since 2000. The media giant spun out NDS in 1999; 10 years later, London buyout shop Permira paid $3.5 billion to acquire 51% of the company, with News Corp. holding on to the remaining 49%. Ellin advised News Corp. in that deal. NDS listed Skadden partner Jennifer Bensch as company counsel in its IPO filing in December.
Skadden's team on the NDS deal also included Michael Hatchard, Allison Schneirov, Lou Kling, Stacy Kanter, Clifford Aronson, Stephanie Teicher, Regina Olshan, Steven Matays, Tim Sanders, Katherine Bristor, Bruce Goldner, C. Michael Chitwood and Daniela Tisch. -- Olaf de Senerpont Domis
The $2.2 billion purchase of AboveNet Inc. would be the largest deal ever for Zayo Group LLC, a fiber network operator and prodigious acquirer with a raft of private equity backers. Pending completion, the deal would mark Zayo's 19th purchase since its 2007 founding.
To fund the deal, the fiber networker brought in new investor GTCR LLC and received equity from existing backer Charlesbank Capital Partners LLC.
At the deal's March 19 announcement, GTCR principal Phil Canfield said the Chicago firm had been looking to enter the infrastructure market. The deal would combine two prominent fiber players and reduce competition in future fiber auctions.
Marco Caggiano and Fred Turpin of J.P. Morgan were lead advisers to AboveNet, which retained Moelis & Co. bankers Matthew A'Hearn, Matthew Clark, Jeffrey Raich and Stanley Holtz as co-advisers. AboveNet hired J.P. Morgan to explore alternatives in 2011. Moelis became involved more recently and will lead the process during a go-shop period that allows AboveNet to seek other offers until April 17, and possibly until May 2. Moelis, which does not have a financing arm, could oversee an independent marketing period, while J.P. Morgan could provide debt for suitors.
AboveNet went by the name Metromedia Fiber Network Inc. in the 1990s. A highflier in the telecom boom, it went bankrupt in 2002 and took the name AboveNet when it exited Chapter 11. To focus on fiber infrastructure, it exited businesses such as data centers.
AboveNet retained Scott Kaufman and William Kilgallen of Wiggin and Dana LLP for its sale. Kaufman started working with AboveNet when he was at Kronish Lieb Weiner & Hellman LLP, which had been Metromedia's bankruptcy counsel. The relationship continued when Kronish Lieb merged with Cooley LLP, and when Kaufman moved to Wiggin and Dana in 2009.
AboveNet's board received counsel from Willkie Farr & Gallagher LLP lawyers Jeffrey Hochman, Steven Gartner, William Hiller and Jennifer Wade.
GTCR is joining a sizable club of investors in Zayo, including Battery Ventures, Centennial Ventures, Charlesbank, Columbia Capital, M/C Venture Partners, Morgan Stanley Alternative Investment Partners and Oak Investment Partners. That Zayo could align interests with a new investor and a large existing base for a large purchase is noteworthy.
In addition to the GTCR and Charlesbank equity funding, Zayo has financing from Morgan Stanley and Barclays Capital. The Morgan Stanley team included Jon Yourkoski, Adam Shepard, Andrew Earls, Reagan Philipp and James Rekas. Heading the Barclays Capital group were Bob Chen and Joe Valenti.
Zayo received counsel from Gibson, Dunn & Crutcher LLP lawyers Steve Talley, Aaron Adams, Beau Stark and Eduardo Gallardo.
GTCR retained Latham & Watkins LLP lawyers Bradley Faris and Edward Sonnenschein. Latham has worked increasingly with GTCR in the past two years, advising on the purchases of Protection One Inc., Global Traffic Network Inc. and Merlin Media LLC, the last with Emmis Communications Corp.
Because of its open go-shop window, AboveNet's story could grow more interesting. The situation poses a dilemma for any large telecom contemplating a big fiber deal: Consider moving for AboveNet now, or spending more later on the combined company. -- Chris Nolter