Waller, Merchant & Gould Advise on Experian's PHC Buy
UPDATE: 11/7/13, 6:50 p.m. EST. The names of the lawyers from Merchant & Gould and Waller have been added to the third paragraph of this story.
Credit risk information company Experian announced Wednesday its $850 million acquisition of U.S. health care data company Passport Health Communications.
Reuters reports that the deal marks Dublin-based Experian’s latest entry into the U.S. market, one where the company and some of its credit rating rivals have increasingly come under scrutiny from federal regulators. (Among Experian’s many products, the company markets a service that allows lawyers to run credit checks on their clients.)
Partners Christopher Leonard, R. Bradford Brittian and John Winemiller from Minneapolis-based Merchant & Gould are advising Passport Health on its sale to Experian, along with corporate partner L. Hunter Rost Jr., tax partner Donald Stuart, and associate Stephen Quinn from Nashville-based Waller Lansden Dortch & Davis.
Private equity firms Spectrum Equity Investors and Great Hill Partners have controlled Franklin, Tenn.–based Passport Health since they took part in a $232 million recapitalization of the company in 2008. Crista Harwood, a former Waller associate, became general counsel of Passport Health in 2010. (Another ex-Waller associate, Jason Shields, is an associate general counsel at the company.)
Robert Nelson, group general counsel for Experian, did not respond to a request for comment on the company’s own outside legal advisers. Nor did chief regulatory counsel Jason Engel or several Experian media representatives. Experian’s corporate secretary is Charles Brown.
The National Law Journal, a sibling publication, reported earlier this year on a Federal Trade Commission study that took companies like Experian, Equifax and TransUnion to task for generating credit reports that contained errors for one in five Americans. CBS’ "60 Minutes" also reported at the time that it is nearly impossible for many Americans to remove simple mistakes on their credit reports.
As noted by the NLJ, Experian and its rivals have maintained a vigorous lobbying presence on Capitol Hill as they seek to expand their business. The Am Law Daily reported late last year on the trio of Am Law 100 firms advising on Equifax's $1 billion acquisition of Computer Sciences Corp.'s credit services unit. Experian’s Nelson is a former chairman of the Consumer Data Industry Association (CDIA), a consumer reporting industry trade group where he remains a director.
A federal tax filing for the nonprofit shows that in 2012 it paid $340,350 to consumer finance law firm Hudson Cook, $127,346 to California’s Nossaman, and $100,165 to Albany-based lobbying firm Hill, Gosdeck & McGraw. U.S. Senate records show that the Washington, D.C.–based organization has paid $110,000 to Nossaman and $60,000 to lobbyist Geoffrey P. Gray for work so far this year.
Experian also maintains its own robust lobbying roster. Senate filings show that the company has paid $490,000 and $70,000 to Alston & Bird and DLA Piper, respectively, through the third quarter of this year. Experian also paid $30,000 to the Lincoln Policy Group, a lobby shop formed earlier this year by former U.S. Senator Blanche Lincoln, who left her role as a special policy adviser at Alston & Bird.
Last month Neal Aizenstein, cochair of the corporate and finance group in DLA Piper's Chicago office, advised Experian on its $324 million acquisition of Scottsdale, Ariz.–based fraud detection firm 41st Parameter from venture capital firms Georgian Partners, Jafco Ventures, Kleiner Perkins Caufield & Byers and Norwest Venture Partners.
Goodwin Procter corporate partner Caine Moss, who joined the firm's Silicon Valley office three years ago from Wilson Sonsini Goodrich & Rosati, and M&A and technology partner Lawrence Chu took the lead for 41st Parameter on its sale to Experian.
Kleiner Perkins general counsel Paul Vronsky and Norwest Venture Partners general counsel William Myers handled matters in-house for the two Silicon Valley–based investment funds. Stuart Waugh, a former attorney at McCarthy Tetrault and current managing director and partner at Northleaf Capital Partners, is a member of the advisory board for Toronto-based Georgian Partners.