Big Deals

, The American Lawyer

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Vinson & Elkins: M&A: John Connally IV, Jeffery Floyd, E. Ramey Layne, David Oelman and associates Michael Allers, James Garrett, Crosby Scofield, Thomas Verity, Lande Spottswood and Thomas Zentner III. Tax: Thomas Crichton IV, James Meyer and associate Ryan Carney. Executive compensation: David D'Alessandro and associates Alexander Farr and Katherine Mull. Labor and employment: Thomas Wilson and associate S. Grace Ho. Antitrust: Cathy Lewis and William Vigdor. Environmental: Larry Nettles. Energy regulatory: James "Jay" Seegers. (All are in Houston except for the following: Allers, Crichton, Meyer, D'Alessandro, Farr and Mull are in Dallas. Lewis and Vigdor are in Washington, D.C.) V&E has represented Devon on several transactions, including the $7 billion sale of its assets in the Gulf of Mexico, Brazil and Azerbaijan to BP plc in 2010 and a 2012 deal in which Devon sold a one-third stake in five oil and gas projects to China Petroleum & Chemical Corp. for $900 million and an agreement from Sinopec to invest another $1.6 billion in the projects. V&E was to have been issuer's counsel on the planned IPO of Devon Midstream Partners LP, which was scuttled in favor of the deal with Crosstex.

For seller GeoSouthern Energy Corp. (The Woodlands, Texas)

In-House: General counsel Deborah Hubbs.

Simpson Thacher & Bartlett: M&A: Andrew Calder and associates Mickey Baden and John Pitts. Credit: associate Matthew Einbinder. Tax: Nancy Mehlman and associate Adam Wells. Environmental: senior counsel Adeeb Fadil and associate Noreen Lavan. Executive compensation and employee benefits: Andrea Wahlquist and associate Jeannine McSweeney. Antitrust: senior counsel Michael Naughton. Intellectual property: associate Marcela Robledo. (All are in New York except for Houston-based Calder, Baden, Pitts and Einbinder and Palo Alto–based Robledo.) Longtime Simpson client Blackstone Group LP is a major GeoSouthern shareholder.

For sellers Crosstex Energy Inc. and Crosstex Energy LP (Dallas)

In-House: General counsel Joe Davis, associate general counsel Alaina Brooks and Andrew Zachary Scott Goldberg and senior attorney Kendall Talbott.

Baker Botts: Corporate: Stephen Massad, Douglass Rayburn, Courtney York, senior associate Preston Bernhisel and associates Krysta Edwards and Bryan Henderson. Tax: Stephen Marcus. Employee benefits and executive compensation: Eric Winwood. (All are in Dallas except for Houston-based Massad.) Rayburn has represented Crosstex since Crosstex Energy LP's initial public offering in 2002. Both Brooks and Talbott previously practiced at Baker Botts.

Richards, Layton & Finger: Corporate: C. Stephen Bigler and Srinivas Raju. (Both are in Wilmington.)

For Crosstex Energy Inc.'s special committee

Potter Anderson & Corroon: Corporate: Mark Morton, Thomas Mullen and associate David DiDonato. (All are in Wilmington.)

For Crosstex Energy GP's conflicts committee

Morris, Nichols, Arsht & Tunnell: Corporate: Frederick "Rick" Alexander, Melissa DiVincenzo, Louis Hering and associate Michael Darby. (All are in Wilmington.)

For shareholder GSO Capital Partners (New York)

In-House: Vice president Matthew Rymer.

Andrews Kurth: Corporate: G. Michael O'Leary. Tax: Thomas Ford Jr. (Both are in Houston.) The firm represented GSO in its 2010 investment in Crosstex. GSO is a subsidiary of Blackstone Group LP.—D.M.

American Realty / Cole

American Realty Capital Properties Inc. agreed to pay $11.2 billion in cash, stock and assumed debt for REIT industry rival Cole Real Estate Investments Inc. on Oct. 23. ARCP will pay 1.0929 shares or $13.82 in cash per Cole share and assume $3.9 billion in debt. The stock consideration was valued at $14.59 when the deal was announced, a 14 percent premium to Cole's Oct. 22 closing price.

ARCP first approached what was then known as Cole Credit Property Trust III Inc. in March with a long-shot bid worth $12 a share. Cole, which was then privately held, rebuffed that offer and another worth $13.59 per share in stock or $12.50 per share in cash before ARCP folded its tent in April. Cole went ahead with its plan to merge with related entity Cole Holdings Inc., and the combined company went public on June 20 at $11.50 a share. ARCP then returned with a sweetened bid, and Cole accepted. The companies hope to close the deal in the first half of the year pending approvals from regulators and both sets of shareholders.

For acquirer American Realty Capital Properties Inc.

In-House: At ARCP: general counsel Jesse Galloway. At affiliate RCS Capital Corp.: general counsel James Tanaka and assistant general counsel Mason Allen and Joshua Levit.

Proskauer Rose: Real estate capital markets: Peter Fass and Steven Lichtenfeld. M&A: Daniel Ganitsky and associates Adela Cho, Michael Ellis, Martha Rose and Kathryn "Kate" Sheets. Employee benefits and executive compensation: Ira Bogner and associates Stephen Brecher and William Fogleman. Litigation: Sarah Gold and associate Erin Durba. Real estate: D. Eric Remensperger and associate Kevin Wilkins. FINRA regulatory: Kathy Rocklen and associate Alice Dullaghan. Finance: Andrew Bettwy, senior counsel Rajani Gupta and associate Andrea Hwang. Tax: Leslie Loffman, special counsel Timothy Donovan and associate Rachel Hughes. Environmental: associate Yelena Simonyuk. (All are in New York except for Los Angeles–based Sheets, Remensperger, Wilkins and Gupta.) Company cofounder William Kahane was a real estate lawyer at Proskauer after graduating from law school in the 1970s. Proskauer has worked on several deals for the company since 2008, including its 2001 IPO on Nasdaq.

Miles & Stockbridge: Corporate: J.W. "Topper" Webb and associate Scott Wilson. (They are in Baltimore.) Both companies are incorporated in Maryland.

For American Realty Capital Trust IV Inc.

Weil, Gotshal & Manges: Corporate: Michael Aiello, Matthew Gilroy, and asso­ciates Joanna Jia and Megan Pendleton. (All are in New York.) The firm advised ARCT IV, a nontraded REIT managed by ARCP executives, on its $3.1 billion merger with ARCP, a deal that was announced on July 2 and expected to close by the end of 2013.

For target Cole Real Estate Investments Inc.

In-House: General counsel Kimberly Smith and general counsel–real estate John Pons.

Wachtell, Lipton, Rosen & Katz: Real estate M&A: Robin Panovka. M&A: Ronald Chen, Trevor Norwitz, asso­ciates Oliver Board and Donald Casey, and visiting attorney Joanne Ong. Executive compensation and benefits: Michael Segal and associate D. Miishe Addy. Tax: T. Eiko Stange and associate Michael Sabbah. Litigation: William Savitt and counsel Andrew Cheung. Finance: associate Caith Kushner. Antitrust: Ilene Knable Gotts and associate Yuni Yan Sobel. (All are in New York.) Wachtell has advised Cole's entities on various deals over the years.

Morris, Manning and Martin: Real estate: Christina Graham, John "Sonny" Morris, Matthew Sours, Homer Lee Walker, of counsel Melissa Baratian, Keith Burns, special counsel Gary Whaley and associates David Burch, Daniel Cochran, C. Brad Flynt, Corey May, Andy McRee, Catherine Morgen, Frances Parrish and Brad Staley. Corporate: Scott Allen, Carl Erhardt, Heath Linsky, Lauren Prevost, Seth Weiner and associates Rachael Goldstucker and Stephanie Steele. Tax: Gerald Thomas II and associate Sarah Fritsch. Lending: Douglas Selph. Environmental: Heather Friedman and special counsel W. Cody Goff. (All are in Atlanta except for Raleigh-based Burns, Whaley and Staley.) Like Wachtell, Morris, Manning has worked for various Cole entities.

Venable: Corporate: James Hanks Jr. and associates Nicholas Collevecchio Jr. and Jeffrey Keehn. (All are in Baltimore.) Venable is Cole's longtime Maryland counsel.

For Christopher Cole and other Cole executives

Sullivan & Cromwell: Corporate: Alison Ressler, Benjamin Weber, special counsel Ann Chen and associates Georg Krause-Vilmar, Gideon Rov and Jane Wang. Executive compensation and employee benefits: Matthew Friestedt, special counsel Henrik Patel and associate Jeanette Braun. Tax: Andrew Mason and associate Guy Inbar. (All are in New York except for Los Angeles–based Ressler, Chen and Rov.) —D.M.

Shire / Viropharma

Shire plc agreed to pay $4.2 billion in cash for Viropharma Inc. on Nov. 11. At $50 a share, the deal came at a 27 percent premium to the target's closing price on Nov. 8, the last trading day before the deal was announced, and a 64 percent premium to its close on Sept. 12, when rumors of a possible sale broke.

Viropharma's best-selling drug is Cinryze, which is used to treat hereditary angioedema, a rare genetic disease characterized by recurrent sudden attacks of swelling of the skin or mucous membranes. The companies hoped to close the deal in the fourth quarter of 2013 or the first quarter of 2014, pending approvals from regulators and Viropharma shareholders.

For acquirer Shire plc (Dublin)

In-House: Group corporate counsel Andrew Stewart, associate general counsel Daniel Hartley and vice president–legal Iain Ward. At Shire HGT: legal counsel Alessandro Martuscelli.

Davis Polk & Wardwell: M&A: George Bason Jr., William Chudd and associates Daniel Marx and Brian Wolfe. Executive compensation: Kyoko Takahashi Lin and associate Andrew Blau. Intellectual property: associate Pritesh Shah. Tax: Michael Mollerus. Antitrust: Joel Cohen and counsel Michael Sohn. (All are in New York except for Washington, D.C.–based Sohn.) Davis Polk has represented Shire on several deals over the years, including on its 2013 purchases of biotechnologies companies SARcode Bioscience Inc. and Lotus Tissue Repair Inc.; its 2012 purchase of Dublin-based pharmaceutical company FerroKin BioSciences Inc.; its 2011 purchase of Advanced BioHealing Inc.; its 2007 acquisition of New River Pharmaceuticals Inc. for $2.6 billion; and its 2005 purchase of Transkaryotic Therapies Inc. for $1.6 billion.

For target Viropharma Inc. (Exton, Pa.)

In-House: General counsel J. Peter Wolf.

Skadden, Arps, Slate, Meagher & Flom: M&A: Eileen Nugent, Michael Rogan, counsel John Meckley and associate Valarie Ney. Executive compensation and benefits: Regina Olshan and associate Joseph Penko. Antitrust: Clifford Aronson. Health care enforcement: Jennifer Bragg. Tax: Jessica Hough and counsel Kevin Nichols. Derivatives and corporate finance: Yossi Vebman. (All are in Washington, D.C., except for New York–based Nugent, Olshan, Penko, Aronson and Vebman.)—D.M.

Marcus is senior writer for TheDeal.com. 

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