Three Firms Advise as PwC Swallows Booz

, The Am Law Daily

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Dennis M. Nally, chairman of PWC.
Dennis M. Nally, chairman of PWC.

UPDATE, 10/31/13, 12:55 p.m. EDT: The names of Linklaters attorneys advising on the deal have been added to this article's sixth paragraph.

PricewaterhouseCoopers (PwC) said Wednesday that it has reached an agreement to acquire New York–based consulting firm Booz & Company in a deal meant to expand the U.K. firm's growing advisory business.

While the transaction's financial terms were not disclosed, The New York Times reports that the deal is likely to be one of the largest acquisitions in years for PwC—the accounting and consulting firm formed as a result of the 1997 merger of Price Waterhouse and Coopers & Lybrand.

Booz provides consulting services to the management of many of the world's largest corporations, employing 3,000 people at 57 locations scattered across the globe. It was originally part of consulting firm Booz Allen Hamilton, which was founded in 1914 and spun off as a separate company in 2008 when private equity firm The Carlyle Group bought the government consulting arm of Booz Allen for $2.5 billion.

In combining with PwC, Booz joins a firm that offers accounting, assurance and corporate advisory services and also serves in other consulting roles. PwC employs 180,000 people in more than 150 countries and generated $31.5 billion in revenue in the last fiscal year, compared to the roughly $1.4 billion taken in by Booz during the same period. Last year, PwC's expanding advisory arm saw its revenue grow by 17 percent, to $8.7 billion.

PwC chairman Dennis Nally said in a statement that the addition of Booz would bolster his company's ability to expand its offering to clients. The two companies did not indicate when they expect the deal to close, but the transaction does require the approval of Booz's partnership—which is to vote on the deal in December—before it can be finalized. Citing anonymous sources, the Times added that the companies are expected to review their existing client matters in order to identify any potential conflicts the combination could produce and that Booz partners would likely drop any conflicting clients.

PwC has turned to attorneys at Davis Polk & Wardwell and Magic Circle firm Linklaters for legal advice on the acquisition. The Linklaters team is led by London-based corporate partners Richard Godden and Sarah Wiggins, with partner Christian Ahlborn advising on antitrust matters.

The Davis Polk team advising PwC on U.S. aspects of the deal includes New York–based corporate partners David Caplan and H. Oliver Smith, as well as executive compensation partner Edmond FitzGerald, tax partner Rachel Kleinberg and antitrust partner Ronan Harty. Davis Polk associates on the deal are Harold Birnbaum, Rachel Kleinberg, Gillian Emmett Moldowan and Ravi Ramchandani.

Caplan, the cohead of Davis Polk's global M&A practice, has helped PwC expand its advisory arm before. He advised the company on its 2011 acquisition of management consulting firm PRTM for an undisclosed amount. Caplan and Davis Polk also advised PwC on its $378 million purchase of Diamond Management & Technology Consultants in 2010.

Both Davis Polk and Linklaters also represented PwC in its role as administrator in the Lehman Brothers bankruptcy—an assignment that included last year's $38 billion agreement to settle all of the collapsed bank's claims.

Javier Rubinstein, a former Mayer Brown litigation partner, is PwC's global general counsel. Former King & Spalding partner Diana Weiss serves as the company's general counsel in the United States.

Cleary Gottlieb Steen & Hamilton, meanwhile, is advising Booz on the matter. The Cleary team includes New York–based corporate partners Christopher Austin and Benet O'Reilly. Employee benefits partner Arthur Kohn, tax partner Sheldon Alster, intellectual property partner Len Jacoby and antitrust partner Brian Byrne are also advising on the matter. Cleary associates on the deal are Erica Bonnett, Kimberly Braun, Kathleya Chotiros, Phillip Coffman, Christopher Condlin, Izukanne Emeagwali, David Fisher, Joseph Lanzkron, Richard Pepper, Ian Polonsky and Jenna Thielen.

Cleary advised Booz in March on its acquisition of German strategy firm Management Engineers. The financial terms of that deal were not disclosed. Mark Berlind, a former Cleary attorney, serves as Booz's general counsel.

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