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S&C, Shearman, Wachtell Lead Pack on Proposed $8.2 Billion ICE-NYSE Merger
The Am Law Daily
UPDATE: 12/21/2012, 12:20 p.m. EST. Information on the merger's breakup fees has been added to the 15th paragraph of this story.
A landmark of American capitalism is set to change hands again and a cadre of Am Law 100 lawyers couldn't be happier about the potential bonanza in legal fees the deal could generate.
Sullivan & Cromwell, Shearman & Sterling, and Wachtell, Lipton, Rosen & Katz are among the firms advising on the proposed $8.2 billion cash-and-stock sale of NYSE Euronextparent company of the New York Stock Exchangeto the IntercontinentalExchange (ICE).
The deal, which was announced Thursday, comes a year after NYSE Euronext agreed to merge with Germany's Deutsche Börse in a $10 billion all-stock deal that ultimately crumbled in the face of scrutiny by European antitrust regulators.
As retired Skadden, Arps, Slate, Meagher & Flom corporate partner Ronald Barusch noted in a column for The Wall Street Journal last year before that proposed tie-up collapsed, such cross-border exchange mergers often require teams of lawyers performing labor-intensive corporate, antitrust, regulatory, tax, and litigation work. And the latest deal is no exception.
Wachtell, Cleary Gottlieb Steen & Hamilton, Linklaters, and Dutch firm Stibbe, all of which advised on the $20 billion merger that created NYSE Euronext in 2006, took the lead for the combined entity on its ill-fated merger with the Deutsche Börse.
Now Wachtell and S&Cboth of which also have roles on the proposed $1.4 billion merger between high-speed trading shops Getco and Knight Capital announced earlier this weekare once again deploying full deal teams for the potential tie-up between NYSE Euronext and ICE.
S&C is advising ICE on its bid for NYSE Euronext, with M&A partners John Evangelakos and Audra Cohen taking the lead from the firm. Other S&C lawyers working on the deal include chairman emeritus H. Rodgin Cohen on regulatory matters, financial institutions partner David Gilberg, M&A partners Tim Emmerson and Olivier de Vilmorin, tax partners David Spitzer, Michael McGowan, and Nicolas de Boynes, executive compensation partner Matthew Friestedt, antitrust partner Steven Holley, securities partner Catherine Clarkin, employee benefits special counsel Lawrence Pasini and Henrik Patel, and tax special counsel David Passey.
S&C previously represented ICE when it entered the credit derivatives market with the 2008 acquisition of Creditex for $625 million. Cohen and Evangelakos also led an S&C team that advised ICE last year on a joint $11.3 billion bid with Nasdaqthe world's second-largest stock exchangeto acquire NYSE Euronext in the wake of its announced deal with Deutsche Börse.
ICE and Nasdaq withdrew that bid in May 2011 after the Justice Department indicated it would move to block any potential deal on antitrust grounds.
Shearman M&A partner John Marzulli Jr. led a team from the firm counseling New Yorkbased Nasdaq on its aborted bid for NYSE Euronext, according to our previous reports. (Marzulli also led a group of Shearman attorneys advising Nasdaq last week on its $390 million purchase of Thomson Reuters's corporate services division.)
After acting as corporate counsel for Nasdaq, Shearman has assumed the role of European regulatory and antitrust counsel to ICE on its latest bid for NYSE Euronext. Lead lawyers from the firm working on the matter include financial institutions regulatory partner Barney Reynolds and counsel Azad Ali, antitrust partner Matthew Readings, tax partner Iain Scoon, and employee benefits counsel Sam Whitaker.
ICE is a longtime Shearman client, with the firm counseling the exchange on its purchase of The Clearing Corporation for an undisclosed sum, its subsequent $600 million acquisition of the Climate Exchange, its $512 million acquisition of a 12.4 percent stake in Brazilian clearing firm Cetip, and its purchase of a 79.12 percent stake in the derivatives and spot natural gas business of APX-Endex for an undisclosed sum.
Michael Tumas, the former corporate practice chair at Delaware's Potter Anderson & Corroon, is also advising ICE on its bid for NYSE Euronext along with corporate partner Michael Reilly.
Johnathan Short, a former McKenna Long & Aldridge partner who currently serves as general counsel and corporate secretary for ICE, is leading an in-house team working on the transaction along with associate general counsel for securities Andrew Surdykowski and assistant general counsel for M&A David Clifton. Vincent Tese, a former partner at Tese & Tese, is an independent member of the Atlanta-based exchange's board of directors.
The legal team advising NYSE Euronext on its proposed sale to ICE is being led by Wachtell M&A partner David Karp and antitrust partner David Schwartz. Other Wachtell lawyers working on the matter include corporate partner Karessa Cain, executive compensation partner Jeremy Goldstein, and tax partner T. Eiko Stange.
Wachtell served as NYSE Euronext's lead legal adviser last on the proposed merger with the Deutsche Börse. Though antitrust concerns helped kill that deal, similar issues may not play as prominent a role in the proposed union of NYSE Euronext and ICE because there is little overlap between the two exchanges, according to news reports. (Securities filings show that ICE will have to paid at least $750 million to NYSE Euronext if the merger is blocked on antitrust grounds.)
Reuters reports that if the merger wins regulatory approval, it will create the world's third-largest exchange, with a combined ICE-NYSE Euronext able to offer a derivatives and equity exchange platform capable of competing with rivals that include the CME Group and Deutsche Börse.
Magic Circle firm Slaughter and May is advising NYSE Euronext through antitrust partner Claire Jeffs and corporate head Frances Murphy. Jaap Willeumier, head of banking and finance at Stibbe, is providing counsel on Dutch legal aspects of the proposed merger. (Stibbe was one of several firms retained several years ago by Amsterdam-based legacy exchange Euronext when it merged with NYSE.)
Former Milbank, Tweed, Hadley & McCloy associate and current NYSE Euronext deputy general counsel Tracey Heaton is leading an in-house team from the exchange working on its proposed sale to ICE.
John Halvey, a former Milbank partner, has served as NYSE Euronext's general counsel since 2008. Another Milbank alum, Janet McGinness, is the exchange's corporate secretary. Ellyn Brown, a securities law professor and recently retired attorney, is an independent member of the New York-based exchange's board.
Davis Polk & Wardwell corporate partner John Amorosi is representing Morgan Stanley, which is serving as financial adviser to ICE in connection with its bid for NYSE Euronext.
ICE's proposed acquisition of NYSE Euronext follows the announcement earlier this week of several other notable deals in the financial services sector.
Edward Herlihy, cochair of the executive committee at Wachtell, is leading a team from the firm advising struggling Knight Capital on its proposed merger with Getco. Other Wachtell lawyers providing outside counsel to Knight Capital include corporate partner Nicholas Demmo, executive compensation partner Jeannemarie O'Brien, tax partner Joshua Holmes, and restructuring and finance partner Joshua Feltman.
The Am Law Daily reported in August that Wachtell was serving as special counsel to ailing Jersey City, New Jerseybased Knight Capital as the brokerage sought to line up $400 million in financing to stave off insolvency in the wake of a disastrous software trading glitch that cost it about $460 million.
Leonard Amoruso and Andrew Greenstein serve as Knight Capital's general counsel and deputy general counsel, respectively. In August, former Paul, Weiss, Rifkind, Wharton & Garrison partner Matthew Nimetz was named to the board of Knight Capital. The terms of Chicago-based Getco's purchase of Knight Capital value the target at roughly $1.4 billion.
S&C's Cohen, corporate partner John Mead, employee benefits partner Marc Trevino, finance partner John Estes, tax partner Ronald Creamer Jr. and securities partner David Harms are leading a team from the firm advising Getco.
S&C also snagged a key role this week representing hedge fund manager the Rock Creek Group on its sale of a 35 percent stake to Wells Fargo Asset Management. Whitney Chatterjee, cohead of S&C's alternative investment management group, and financial institutions M&A partner Mark Menting are leading a team from the firm advising the Washington, D.C.based hedge fund that also includes Cohen and tax and employee benefits partner David Spitzer.
K&L Gates is advising Wells Fargo on the deal, with corporate partner John Allison is leading a team that includes finance partner Brett Durham, tax partners Jared Mobley and Roger Wise, securities partner Marc Mehrespand, investment management partners Kurt Decko and Mark Perlow, employee benefits partner David Pickle, M&A partner J. Norfleet Pruden III, and IP partner Mark Wittow.