Private Equity Push Yields Roles for Shearman, Sidley, Skadden

, The Am Law Daily


Private equity firms seeking to either buy or sell assets before turning the page on 2012 have tapped a trio of Am Law 100 firms for outside counsel on a batch of deals announced this week totaling nearly $10 billion in value.

In the largest of the transactions, Shearman & Sterling is advising General Electric on its proposed $4.3 billion acquisition of Italian aerospace company Avio's aviation business from British private equity firm Cinven. The deal will help GE—one of the world's largest conglomerates—bolster its jet engine and plane parts unit as major airlines move to increase their aircraft production.

Leading the cross-border Shearman team for Fairfield, Connecticut–based GE in connection with its acquisition of assets from Turin-based Avio are M&A partners Fabio Fauceglia, Laurence Levy, Michael McGuinness, Jeremy Kutner, Guillaume Isautier, and senior partner and global M&A cohead Creighton Condon. Other Shearman lawyers working on the deal include tax partner Don Lonczak, real estate partner Clare Breeze, litigation partner Philip Urofsky, capital markets counsel Tommaso Tosi, employee benefits counsel Sam Whitaker, environmental counsel Mehran Massih, tax counsel Simon Letherman, and M&A counsel Sean Skiffington.

The holiday season has been especially busy for Shearman. The firm is also currently advising ICE on its $8.2 billion bid for NYSE Euronext; a consortium of buyers that have agreed to pay $525 million for a portfolio of patents owned by bankrupt Eastman Kodak; Nasdaq on its $390 million buy of units from Thomson Reuters; Singapore Airlines on the $360 million sale of a stake in Virgin Atlantic Airways; Swiss chocolate maker Barry Callebaut on a $950 million acquisition out of Asia; and agribusiness giant Bunge on its $750 million sale of Brazilian assets to Yara International. Last month Shearman stepped up to close a $4.3 billion project finance deal in Africa for a client whose top executives were tragically killed in an air crash two years ago, according to our previous reports.

Also advising GE on its acquisition of certain Avio properties are Italian firms Gianni, Origoni, Grippo, Cappelli & Partners and Maschietto Maggiore. Former Alston & Bird partner Michael McAlevey serves as general counsel for GE Aviation, the unit that will absorb the civilian and military aviation propulsion components and systems units being acquired from Avio. Last month GE Aviation was advised by a team of lawyers from King & Spalding on the creation of its Taleris joint venture with Dublin-based consulting giant Accenture to improve airline efficiency.

Former U.S. senator and retired King & Spalding partner Sam Nunn Jr. serves on GE's board of directors, as does W. Geoffrey Beattie, an ex-partner at top Canadian firm TorysBrackett Denniston III has served as general counsel for GE itself since 2004. Former Morgan, Lewis & Bockius partner Pamela Daley is senior vice president for corporate business development at GE, whose in-house legal department was named the best in the business by sibling publication Corporate Counsel in 2007.

For its part, London-based Cinven has turned to longtime outside counsel Freshfields Bruckhaus Deringer to handle the sale of Avio's aviation units to GE. Leading the cross-border team working on the matter from the Magic Circle firm are corporate partners Adrian Maguire, David Sonter, and Nicola Asti.

Freshfields advised Cinven on its $3.4 billion acquisition of Avio in 2006. Earlier this year, Freshfields represented Cinven and other selling shareholders in Dutch cable operator Ziggo on its $1.1 billion initial public offering, as well as handled Cinven's $1.5 billion purchase of legal process outsourcing company CPA Global. Last year Freshfields took the lead for Cinven on its $3.5 billion sale of diagnostics maker Phadia Group and its $707 million acquisition of a majority stake in Richard Branson's health club chain Virgin Active.

Swedish private equity firm EQT also turned to Freshfields this week for counsel on its $419 million purchase of New Orleans–based liquid storage provider Westway Group. Corporate partners Matthew Herman and Doug Bacon, tax partner Robert Scarborough and counsel Eschi Rahimi-Laridjani, and antitrust partner Bob Schlossberg are leading a group of lawyers working on the deal for Freshfields.

Freshfields advised EQT this summer on its $2.2 billion buy of German medical products maker BSN Medical. Lena Almefelt serves as general counsel for Stockholm-based EQT.

A press release announcing Westway's sale to EQT states that Dechert is advising a special committee of Westway's board. Reed Smith is advising ED&F Man Holdings—the largest shareholder in Westway—on its $115 million purchase of certain assets from the company.

In another major deal announced Friday, Sidley Austin is representing Pembroke, Bermuda–based life insurance holding company Athene, a unit of private equity giant Apollo Global Management, on its $1.8 billion purchase of the U.S. units of British insurer Aviva

Perry Shwachman, cohead of Sidley's global insurance and financial services group, is leading a team from the firm advising Athene on its acquisition of Aviva USA. Other Sidley lawyers working on the matter include corporate partner Jonathan Kelly, insurance and financial services partners Brad Drake and Andrew Holland, insurance tax cohead Tracy Williams, tax partner John Schaff, and technology transactions cohead Jeffrey Rothstein. Sidley advised Athene this summer on its $415 million purchase of Presidential Life

Willkie Farr & Gallagher corporate and financial services partners Robert Rachofsky and Donald Henderson Jr. are leading a team from his firm representing Aviva in connection with the sale of its U.S. unit. Monica Risam, a former in-house attorney at GE hired by Aviva last year as its European general counsel, is leading an internal team from the insurer working on the deal that includes head of legal M&A Neil Harrison and senior counsel Helen Welsh. Aviva's group general counsel and company secretary is Kirstine Cooper, while Richard Cohan serves as general counsel of Aviva USA.

Bloomberg reported in September that several bidders were vying for Aviva USA, including Guggenheim Partners, which earlier this week turned to Skadden, Arps, Slate, Meagher & Flom for counsel on its $1.35 billion purchase of the U.S. annuities and life insurance businesses of Canadian insurer Sun Life Financial.

Aviva also made legal news this week by filing suit against three former leaders of Dewey & LeBoeuf over a $35 million bond purchase from the now-defunct firm in 2010. Iowa's Nyemaster, Goode, West, Hansell & O'Brien is representing Aviva Life and Annuity Company in the litigation filed in federal court in Des Moines, where Aviva's U.S. arm is based.

Last year Aviva turned to Magic Circle firm Slaughter and May for counsel on the $1.6 billion sale of its roadside business to private equity firm The Carlyle Group.

As it happens, Carlyle was also busy this week, announcing its purchase of a $424 million stake in NGP Energy Capital Management and $820 million sale of auto parts manufacturer Metaldyne to fellow private equity firm American Securities.

Weil, Gotshal & Manges private equity cohead Michael Lubowitz is leading a team from the firm advising New York–based American Securities on its acquisition of Metaldyne. The Plymouth, Michigan–based company was advised by Jones Day three years ago when it was sold out of bankruptcy to Carlyle.

Kirkland & Ellis is advising Carlyle on the sale of Metaldyne. The Washington, D.C.–based private equity firm has turned to Latham & Watkins for its purchase of a 47.5 percent stake in NGP from Barclays Natural Resources Investments, a unit of London-based banking giant Barclays.

Latham M&A partners David Dantzic and Nicholas Luongo, investment management regulatory partner Barton Clark, fund formation partner Nadia Sager, and tax partner Cheryl Coe are all advising Carlyle on the deal with Barclays. Latham has long-standing ties to Carlyle, whose general counsel Jeffrey Ferguson once worked at the firm. Bruce Rosenblum, a managing director at Carlyle and a member of its board, is a former Latham partner. (Carlyle cofounder and co–CEO David Rubenstein once worked at Paul, Weiss, Rifkind, Wharton & Garrison and a predecessor firm of Pillsbury Winthrop Shaw Pittman.)

Thompson & Knight, which has close ties to Irving, Texas–based NGP, is advising the energy investor on the sale of a stake to Carlyle. Former Thompson & Knight partner Christopher Ray serves as senior managing director and general counsel for NGP.

Finally, London-based private equity firm Permira announced late Thursday its $1.5 billion cash-and-stock sale of Italian ceramics manufacturer the Marazzi Group to Calhoun, Georgia–based Mohawk Industries, the second-largest maker of rugs and other floor coverings in the United States.

Alston & Bird corporate finance and securities partner R. David Patton is advising Mohawk on the deal, along with the company's general counsel, James Lucke.

As for Permira, it is being advised on the sale by Skadden M&A partner Allison Schneirov, employee benefits partner Regina Olshan, antitrust partners Steven Sunshine and Frederic Depoortere, and tax partner Katherine Bristor.

Skadden advised Permira and Rupert Murdoch's media conglomerate News Corporation earlier this year on their joint $5 billion sale of video streaming software company NDS Group to Cisco Systems. The firm also handled Permira's $500 million acquisition of equipment maker Intelligrated this summer and $2.25 billion sale of Jet Aviation to U.S. aerospace and defense company General Dynamics in 2008.

In October, Permira turned to Clifford Chance and Fried, Frank, Harris, Shriver & Jacobson for counsel on its role in a consortium of investors on their $1.6 billion acquisition of, according to our previous reports.

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