Debevoise, Milbank Top Verizon's Record-Setting Bond Sale
It’s not often that Apple gets second place, but the technology giant’s $17 billion bond sale in April was outmatched this week by Verizon Communications, which set a new record with a $49 billion bond sale of its own.
Verizon will use proceeds from the sale to finance the company’s $130 billion acquisition of Verizon Wireless from joint venture partner Vodafone. That transaction, announced earlier this month, is poised to become the third-largest M&A deal in history, according to our previous reports.
Debevoise & Plimpton corporate partner Steven Slutzky, tax partner Peter Furci, finance partner Michael Diz, and corporate chair Jeffrey Rosen are advising Verizon on the debt offering, along with associates Erin Cleary, Morgan Hayes, Adam Kopald, Verity Van Tassel Richards, and Philip Voss.
Rosen, named a Dealmaker of the Year by The American Lawyer in 2009 for his work advising Verizon Wireless on its $28.1 billion buy of Alltel Corp., is leading a Debevoise team serving as debt finance and M&A counsel to Verizon as it seeks to take full control of Verizon Wireless from Vodafone.
The boards of both Verizon and Vodafone have approved the Verizon Wireless deal, and the sale of the company is expected to close by the first quarter of next year, pending the approval of shareholders and various regulatory bodies.
Milbank, Tweed, Hadley & McCloy global securities partners Robert Mullen Jr. and Paul Denaro are advising underwriters on the Verizon bond sale led by Barclays, Bank of America/Merrill Lynch, JPMorgan Chase, and Morgan Stanley.
“We are extremely pleased to be advising a world-class group of institutions in bringing this historic offering to market,” Mullen said in a statement. “The unprecedented size of the issue demonstrates the enormous liquidity in the market. We anticipate more large M&A transactions and large corporate debt issuance in the months ahead.”
Other Milbank lawyers advising underwriters on Verizon’s big bond issuance include global securities partner Timothy Peterson, tax partner Andrew Walker, and associates John Ablan, Michael Lee, Lysondra Ludwig, and Megha Shah.
An SEC filing by Verizon states that Milbank has also represented the company and its various affiliates “in connection with matters unrelated to the offering of the securities.” Legal fees related to the offering are not yet available.
Verizon’s general counsel Randal Milch, who owned 45,124 shares of the company’s common stock as of August 31, has taken the lead in-house for the telecom giant as it taps into the debt market amid speculation that the Federal Reserve might increase interest rates after curtailing its bond-buying program.
Other in-house lawyers at Verizon working on pushing through its purchase of Verizon Wireless include deputy general counsel for regulatory affairs Michael Glover, deputy general counsel and corporate secretary William Horton, deputy general counsel for corporate taxes William Van Saders, and associate general counsel for strategic transactions J. Goodwin Bennett.
The Am Law Daily reported earlier this month on the half-dozen other firms also advising Verizon on the transaction. Wachtell, Lipton, Rosen & Katz grabbed its first-ever role for Verizon by serving as lead M&A counsel to the company. Hogan Lovells is handling FCC matters to the deal, Jones Day is serving as Dutch counsel to Verizon, and Macfarlanes is providing U.K. legal advice. (Davis Polk & Wardwell and Weil, Gotshal & Manges are representing Verizon's financial advisers on the deal.)
New York–based Verizon maintains a robust lobbying team to handle its many regulatory needs. U.S. Senate records show that the company has paid $80,000 so far this year to Brownstein Hyatt Farber Schreck, with another $60,000 apiece going to Alston & Bird and Venable.
Other lobbying shops receiving payments from Verizon this year include Cove Strategies, Daly Consulting Group, Empire Consulting Group, Heartland Strategies, Mercury Strategies, MJWT Consulting, Polaris Government Relations, Singer Consulting, The Livingston Group, The Normandy Group, and Westner Associates, according to Senate filings.
Verizon Wireless also has its own lobbying roster. U.S. Senate records show that Birch, Horton, Bittner & Cherot, DLA Piper, McGuireWoods Consulting, and Wiley Rein have handled lobbying work for the company in recent years, but haven’t received any payments since late 2011. (Hugh Price, a former senior adviser at DLA, serves as an independent member of Verizon’s board of directors, along with former Treasury Department secretary and current Patton Boggs government relations and lobbying partner Rodney Slater.)
Wiley Rein is currently representing parent company Verizon in a net neutrality dispute with the FCC, according to a report this week by sibling publication The Litigation Daily.
As for Vodafone, Senate records show a unit of the London-based company paying $10,000 to Hogan Lovells in the second quarter of this year for lobbying work related to the Europe-Persia Express Gateway, a fiber optic project by a consortium of four leading telecoms. (As it happens, Hogan Lovells also advised Apple on its $17 billion bond sale earlier this year.) Vodafone hasn’t made any other U.S. lobbying payments since 2004.
Vodafone, which is being advised by Simpson Thacher & Bartlett, Slaughter and May, and Dutch firm De Brauw Blackstone Westbroek on its sale of Verizon Wireless, plans to use the proceeds from that deal to finance its proposed $10.1 billion acquisition of Kabel Deutschland Holding, Germany’s third-largest cable operator.
Magic Circle firm Linklaters, which was shut out of any M&A work on the Verizon Wireless deal, has taken the lead for Vodafone on its bid for Kabel Deutschland, according to our previous reports. This week more than 75 percent of shareholders in the suburban Munich-based target company approved its sale to Vodafone, which has retained Stikeman Elliott as Canadian counsel.