Big Deals

Verizon/Vodafone; Amgen/Onyx; Microsoft/Nokia

, The American Lawyer

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Verizon / Vodafone

Verizon Communications Inc. agreed to pay Vodafone Group plc $130 billion on September 2 to take full control of Verizon Wireless, the wireless joint venture the two phone companies formed in 1999. The deal would be the world's largest M&A transaction since Vodafone paid €180 billion for Mannesmann AG in 2000.

For its 45 percent stake in Verizon Wireless, Vodafone will get $59 billion in cash, $60 billion in common stock, $5 billion in loan notes, and $3.5 billion in the form of Verizon's 23 percent stake in Italian wireless service provider Vodafone Omnitel N.V. Verizon will also assume $2.5 billion in Vodafone liabilities relating to Verizon Wireless. Vodafone shareholders will end up with most of the Verizon stock and $24 billion of the cash, while the company itself will be able to invest in major system upgrades. Verizon will get full control of its most valuable asset.

The parties hope to close the deal in the first quarter pending approvals from regulators and both sets of shareholders.

For acquiror Verizon Communications Inc. (New York)

In-House: General counsel Randal Milch, deputy general counsel–regulatory affairs Michael Glover, deputy general counsel William Horton, deputy general counsel–corporate taxes William Van Saders, and associate general counsel–strategic transactions J. Goodwin Bennett.

Wachtell, Lipton, Rosen & Katz: Corporate: Daniel Neff, Steven Rosenblum, and associates Victor Goldfeld, Sara Lewis, and John Robinson. Antitrust: Ilene Knable Gotts and associate Franco Castelli. Executive compensation and benefits: Michael Segal and asso­ciate Kate Napalkova. Finance: Joshua Feltman, Eric Rosof, and associates Richard Barbour II, Emily Johnson, Caith Kushner, and Peter Zuckerman. Tax: Jodi Schwartz, T. Eiko Stange, and associate Sehj Vather. (All are in New York.) This is the first time Wachtell has advised Verizon.

Debevoise & Plimpton: M&A: Michael Diz and Jeffrey Rosen. Securities: Steven Slutzky and associates Morgan Hayes and Philip Voss. Tax: Peter Furci. Capital markets: associate Adam Kopald. (All are in New York.) Rosen represented GTE Corp. in the 1998 merger with Bell Atlantic Corp. that formed Verizon. He represented the combined company on its $8.5 billion acquisition of MCI Inc., which closed in January 2006, and on Verizon Wireless's $28.1 billion acquisition of Alltel Corp. in 2008.

Macfarlanes: Corporate: Graham Gibb, Charles Martin, and associate Harry Coghill. Tax: Peter Abbott and Ashley Greenbank. Debt finance: Rachel Kelly and Christopher Lawrence. (All are in London.)

Jones Day: M&A: Marc Rijkaart van Cappellen and associates Laura Bienfait and Menno Geusens. Tax: Lodewijk Berger. (All are in Amsterdam.)

For seller Vodafone Group plc (London)

In-House: Group general counsel Rosemary Martin, legal director–corporate and commercial Helen Lamprell, senior solicitor–group legal Gareth Morgan, director of legal–corporate Alex Deacon, and head of competition law Nick Woodrow.

Simpson Thacher & Bartlett: M&A: William Curbow, Eric Swedenburg, and associates Austen Heim and Andrew Nightingale. Tax: Steven Todrys and asso­ciate Vanessa Grieve. Banking: Patrick Ryan and associate Brian Gluck. Securities: John Lobrano. Antitrust: Peter Thomas, senior counsel Michael Naughton, and associate Christopher Cahill. (All are in New York, except for Thomas and Cahill, who are in Washington, D.C.) Simpson first represented Vodafone when it bid unsuccessfully for AT&T Wireless in 2004 and has continued to work with the company, which Simpson advised when Verizon Wireless bought Alltel.

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