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Weil, Gotshal & Manges LLP
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Key Representations
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Morgan Stanley & Co. LLC
Take Private of BMC Software, Inc.
Counsel to Morgan Stanley, financial advisor to the Board of Directors of BMC Software, a provider of system and service management software for corporate enterprises, in a nearly $6.9 billion take private acquisition by an investor group led by Bain Capital and Golden Gate Capital and including GIC Special Investments Pte Ltd and Insight Venture Partners.
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American Realty Capital Properties, Inc.
Offer to Acquire Cole Credit Property Trust III, Inc.
Counsel to American Realty Capital Properties, a publicly traded real estate investment trust (REIT), in its $9.7 billion offer to acquire Cole Credit Property Trust III, a publicly traded REIT that owns and operates approximately 1,000 retail, office and industrial properties in the US, which would have created the largest publicly traded REIT in the net lease sector.
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Evercore Partners
Take Private of Dell, Inc.
Counsel to Evercore Partners, financial advisor to the Special Committee of the Board of Directors of computer hardware manufacturer Dell, in Dell's $24.4 billion going private acquisition by Michael Dell, Dell’s Founder, Chairman and Chief Executive Officer, and Silver Lake Partners, a private equity firm. The acquisition, when consummated, will be the biggest leveraged buyout since the financial crisis began in 2007.
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American Realty Capital Trust III, Inc.
Acquisition by American Realty Capital Properties, Inc.
Represented American Realty Capital Trust III, a publicly registered, non-traded real estate investment program, in its complex, $2.2 billion acquisition by American Realty Capital Properties, a publicly traded real estate investment trust, yielding, when consummated, a real estate corporation with a portfolio of over 800 properties in 44 US states that are net leased to investment grade and other credit tenants.
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Centerview Partners, LLC
Acquisition by Sprint Nextel of Clearwire Corporation
Advised investment banking firm Centerview Partners, financial advisor to the special committee of publicly traded 4G wireless broadband provider Clearwire, which holds the deepest portfolio of wireless spectrum available for data services in the US, in the proposed $2.2 billion acquisition by wireless and wireline communications provider Sprint Nextel of the approximately 50% of Clearwire it does not already own.
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Special Committee of the Board of Directors of McMoRan Exploration Company
Acquisition of McMoRan by Freeport-McMoRan Copper & Gold Inc.
Represented the special committee of the board of directors of McMoRan Exploration Company (MMR), an independent public company engaged in the exploration, development and production of natural gas and oil in the Gulf of Mexico and onshore Gulf Coast area, in the $3.4 billion acquisition of MMR by international mining company Freeport-McMoRan Copper & Gold as part of a $20 billion three-way deal in which Freeport also acquired Plains Exploration & Production Company, an independent public oil and gas exploration and production company with operations in California, Texas, Louisiana, and the Gulf of Mexico, to create a premier US-based natural resource company with a global portfolio of mineral assets and significant oil and gas resources. As part of the transaction, MMR shareholders will receive a distribution of units in a royalty trust which will hold a 5 percent overriding royalty interest on future production in MMR’s existing shallow water ultra-deep properties.
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GS Capital Partners
Sale of USI Insurance Services, LLC to Onex Corporation
Represented GS Capital Partners in the sale by GS Capital Partners VI Fund, LP and certain of its affiliates of insurance broker and financial services company USI Insurance Services, one of the ten largest insurance brokers in the US, to Canada-based publicly traded private equity firm Onex Corporation in a transaction valued at approximately $2.3 billion.
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Aeropostale, Inc.
Acquisition of GoJane.com, Inc.
Represented Aeropostale, a mall-based specialty retailer of casual and active apparel for young women and men, in the acquisition of GoJane.com, an online retailer that focuses primarily on fashion footwear.
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Teachers' Private Capital
Acquisition of Majority Stake in Heartland Dental Care, Inc.
Represented Ontario Teachers’ Pension Plan, through its private equity group, Teachers’ Private Capital, in its acquisition of a majority stake in Heartland Dental Care, one of the largest dental service organizations in the US, providing management services and dental care services to dental practices.
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JP Morgan Securities LLC
PVH Corporation Acquisition of The Warnaco Group, Inc.
Counsel to JP Morgan Securities as financial advisor to The Warnaco Group, a publicly traded manufacturer and distributor of intimates, swimwear and sportswear, in Waranco's $2.9 billion acquisition by publicly traded PVH Corp, one of the world’s largest apparel companies which owns and markets the Calvin Klein and Tommy Hilfiger brands worldwide.
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Perella Weinberg Partners
Acquisition of Full Control of Morgan Stanley Smith Barney Holdings LLC by Morgan Stanley & Co. LLC
Counsel to Perella Weinberg Partners, as third-party appraiser, in the agreement under which Morgan Stanley & Co. assumed full control of retail brokerage joint venture Morgan Stanley Smith Barney Holdings (MSSB), which provides brokerage and investment advisory services to individual investors and small-to-medium sized businesses and institutions, from joint venture partner Citigroup Inc. in a transaction which values MSSB at $13.5 billion.
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Medicis Pharmaceutical Corporation
Sale to Valeant Pharmaceuticals International
Counsel to Medicis Pharmaceutical Corporation, a leading independent specialty pharmaceutical company focusing primarily on dermatological treatments, in its $2.6 billion sale to Valeant Pharmaceuticals International, which develops, manufactures and markets a broad range of pharmaceutical products primarily in the area of dermatology.
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Lincare Holdings, Inc.
Acquisition by Linde AG
Represented Lincare Holdings, a US-based, publicly traded provider of respiratory therapy equipment for homes, in its $4.6 billion acquisition by Linde Group of Germany, one of the largest providers of industrial air and gas products in the world.
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Thomas H. Lee Partners, L.P.
Acquisition of Majority Stake in Party City Corporation
Represented Thomas H. Lee Partners in its acquisition of a majority stake in Party City, North America's largest retailer of party goods, valuing Party City at $2.69 billion, from a consortium of three private equity houses by way of a reverse triangular merger, with sponsor and management rollover. New York partner Mike Aiello was named “Dealmaker of the Week” for week ending June 8, 2012 by The AmLaw Daily for his lead role on this transaction.
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Barclays Capital
Covidien Merger with Oridion Systems
Counsel to Barclays Capital, financial advisor to publicly listed Covidien, a global provider of healthcare products, in its $300 million merger with Oridion Systems, an Israeli-based, publicly listed maker of devices for patient breathing safety.
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Morgan Stanley
Molson Coors Brewing Company's Acquisition of StarBev L.P.
Counsel to Morgan Stanley, financial advisor and lead investment banker to Molson Coors, one of the world’s largest brewers, in connection with Coors' €2.65 billion acquisition of Amsterdam-based StarBev (a portfolio company of CVC Capital Partners Limited), which operates nine breweries in Central and Eastern Europe.
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Ontario Teachers' Pension Plan
Sale of SonicWALL, Inc. to Dell Inc.
Counsel to Ontario Teachers' Pension Plan, as selling shareholder, in the sale by an investor group of SonicWALL, provider of data protection and network security services, to Dell, the third-largest computer manufacturer in the world.
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Fidelity National Financial, Inc.
Acquisition of O'Charley's, Inc.
Represented Fidelity National Financial, provider of title insurance, specialty insurance and claims management services, in its acquisition via tender offer of all of the stock it does not already own of O'Charley's, a publicly listed owner and operator of 340 full-service, casual-dining restaurants under the O’Charley’s, Ninety Nine, and Stoney River trade names.
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2264891 Ontario Limited; Century Focused Fund III, L.P.
Acquisition of BroadStreet Capital Partners, Inc.
Represented a subsidiary of Ontario Teachers’ Pension Plan Board and Century Focused Fund III in their acquisition of BroadStreet Capital Partners, a holding company that invests in independent insurance agencies and that ranks, by revenue, among the top insurance agencies in the US.
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The Reader's Digest Association, Inc.; Allrecipes.com, Inc.
Sale of Allrecipes.com to Meredith Corporation
Counsel to media and direct marketing company The Reader's Digest Association and its subsidiary, Allrecipes.com, the world's most-visited food site, in the $175 million sale of Allrecipes.com to Meredith Corporation, a publicly traded media and marketing company.
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Sanofi
Investment in Warp Drive Bio
Represented Sanofi, a listed France-based pharmaceuticals company, in its investment in Warp Drive Bio, a start-up focusing on proprietary genomic technology to discover drugs of natural origin. Sanofi invested along with Third Rock Ventures, a Boston based venture capital firm focused on life science companies and Greylock Partners, based in Menlo Park. As part of the transaction, Sanofi will give Warp Drive Bio access to its strains library and natural product expertise and will be granted certain access rights to Warp Drive Bio's technology and products.
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J.P. Morgan Securities LLC
Fujifilm Holdings Corporation Acquisition of SonoSite, Inc.
Counsel to J.P. Morgan Securities, financial advisor to SonoSite, developer of bedside and point-of-care ultrasound technology, in its $995 million acquisition by Fujifilm, a diversified technology company that operates in healthcare, highly functional materials, and document solutions.
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Ontario Teachers' Pension Plan Board
Take Private of Blue Coat Systems, Inc.
Advised Ontario Teachers' Pension Plan through its private investor department, Teachers' Private Capital, as a member of the investor group led by private equity investment firm Thoma Bravo, in the $1.3 billion LBO take private of Blue Coat Systems, a designer and developer of enterprise Web security and WAN optimization solutions.
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HiT Entertainment Limited
Sale to Mattel, Inc.
Represented HiT Entertainment, the UK-based company behind popular pre-school brands including Thomas & Friends™ and Bob the Builder™, in its $680 million sale to Mattel, a maker of children's toys, by an entity majority-owned by funds managed by Apax Partners, LLP and its affiliates.
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J.P. Morgan Securities
Merger of AMAG Pharmaceuticals with Allos Therapeutics
Counsel to J.P. Morgan Securities, financial advisor to Allos Therapeutics, a listed biopharmaceutical company focused on development and commercialization of anti-cancer therapeutics, in its $266 million merger with AMAG Pharmaceuticals, a listed biopharmaceutical company which is developing and commercializing a therapeutic iron compound to treat iron deficiency anemia.
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Alberta Investment Management Corp.; Caisse de depot et placement du Quebec; Canada Pension Plan Investment Board; Fonds de solidarite des travailleurs du Quebec (FTQ); Ontario Teachers' Pension Plan Board
Acquisition of Toronto Stock Exchange
Advised five top Canadian pension funds participating in Maple Group, a consortium which also includes four leading Canadian banks and four new institutional investors, in Maple's C$3.8 billion hostile takeover of TMX Group, which owns and operates cash and derivative markets for equities, and energy and fixed income asset classes in Canada, including Canada’s two national stock exchanges, Toronto Stock Exchange and TSX Venture Exchange, creating, together with certain other consolidations, an all-Canadian vertically integrated securities exchange services provider.
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Morgan Stanley
Acquisition of Savvis by CenturyLink
Represented Morgan Stanley, financial advisor to Savvis, provider of managed hosting, cloud computing, colocation, network connectivity and other IT services, in its $2.5 billion acquisition by CenturyLink, the nation’s third largest telecommunications company.
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Iron Mountain Incorporated
Settlement of Proxy Contest
Represented Iron Mountain, a provider of records management, information destruction and data backup services, in the successful conclusion of its proxy contest battle with Elliott Management Corporation, a hedge fund and shareholder in the company.
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Arrow Aluminum Acquisition Inc.
Acquisition of Arco Aluminum from BP
Represented Arrow Aluminum Acquisition (a consortium of Japanese companies, including Sumitomo, Furukawa Sky, Sumitomo Light Metal and ITOCHU) in its $680 million acquisition of US-based Arco Aluminum, a supplier of rolled aluminum sheet used mainly in the production of beverage cans, from UK-based energy company BP.
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Morgan Stanley
eBay Acquisition of GSI Commerce
Counsel to Morgan Stanley, financial advisor to Internet marketing services firm GSI Commerce, in GSI's $2.4 billion acquisition by Internet auction and online payment service provider eBay.
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LaBranche & Co Inc.
Acquisition by Cowen Group
Represented LaBranche & Co., a market-maker in options, exchange-traded funds and futures on various exchanges, in its $192.8 million acquisition, via stock-for-stock merger, by diversified financial services firm Cowen Group.
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Sanofi
Takeover of Genzyme
Counsel to Sanofi, a listed France-based pharmaceuticals company, in its $20.1 billion takeover of Genzyme, a listed US-based biotechnology firm whose products and services are focused on rare inherited disorders, kidney disease, orthopaedics, cancer, transplant and immune disease, and diagnostic testing.
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Peter J. Solomon Company
Bain Capital Take Private of Gymboree
Represented Peter J. Solomon Company, advisor to children's clothing retailer and play center operator The Gymboree Corporation, in the acquisition of Gymboree by Bain Capital.·
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Morgan Stanley
Acquisition of Burger King by 3G Capital Management
Counsel to Morgan Stanley, financial advisor to Burger King Holdings, in publicly traded fast food restaurant chain Burger King's $4.0 billion acquisition by private equity and investment firm 3G Capital Management.
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American International Group, Inc.
Sale of American General Finance
Counsel to American International Group in its sale of an 80% stake in consumer credit provider American General Finance to certain managed funds and affiliates of Fortress Investment Group, part of AIG's strategy to monetize non-core assets and repay TARP funding provided by the US government.
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EFS Gas Storage Holdings, LLC
Sale of Bobcat Gas Storage
Represented EFS Gas Storage Holdings, a General Electric subsidiary, in, together with Haddington Ventures, the $540 million sale of Port Barre Investments d/b/a Bobcat Gas Storage, a natural gas storage facility in Louisiana, to energy infrastructure company Spectra Energy.
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ProSight Specialty Insurance Holdings, Inc.
Acquisition of NYMAGIC
Counsel to ProSight Specialty Insurance Holdings, a specialty P&C insurance company and portfolio company of GS Capital Partners and TPG Capital, in its $230 million acquisition of NYMAGIC, a public insurance holding company.
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Sanofi
Amendment to Global Collaboration Agreement for Actonel
Represented Sanofi, a listed France-based pharmaceutical company, in the amendment to its global collaboration agreement with Warner Chilcott, an Ireland-based pharmaceutical firm, concerning the osteoporosis drug Actonel®. Under the amendment, Warner Chilcott will take full operational control over promotion, marketing and R&D decisions for Actonel in the US and Puerto Rico and assume responsibility for all associated costs and Sanofi will receive collaboration payments from Warner.
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American International Group, Inc.
Sale of American Life Insurance Company
Represented American International Group (AIG) in the $15.5 billion sale of American Life Insurance Company (ALICO), one of the world's largest and most diversified international life insurance companies, to MetLife.
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Willis Capital Markets & Advisory
Merger of Harbor Point and Max Capital Group
Counsel to Willis Capital Markets & Advisory, exclusive financial advisor to Bermuda-based reinsurer Harbor Point, in Harbor Point's $3 billion merger of equals with Bermuda-based reinsurer Max Capital Group, creating Alterra Capital Holdings Limited, a diversified global insurance company with greater scale, capital, and financial strength.
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American International Group, Inc.
Sale of American International Assurance
[TERMINATED] - Represented American International Group (AIG) in the $35.5 billion proposed sale of American International Assurance, its Asian life insurance unit, to UK-based Prudential, the UK's largest life insurer and the largest European insurer operating in Asia.
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Chattem, Inc.
Debt Tender Offer
Represented Chattem, a US-based health and beauty product manufacturer, in its tender offer for its convertible senior notes, in connection with its acquisition by Sanofi, a listed France-based pharmaceuticals company.
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LaBranche & Co Inc.
Tender Offer
Represented market maker LaBranche & Co in its partial tender offer for 15 million shares of its common stock.
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LaBranche & Co Inc.
Sale of NYSE Designated Market Maker Business
Represented LaBranche & Co Inc. and its subsidiary LaBranche & Co. LLC on the sale of the subsidiary's NYSE Designated Market Maker business to investment bank Barclays Capital.
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Sanofi
Acquisition of Chattem, Inc.
Counsel to Sanofi, a listed France-based pharmaceuticals company, in its $1.9 billion purchase of Chattem, a listed, US-based consumer health care company, a deal which gave Sanofi an over-the-counter presence in the US healthcare market.
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Cedar Fair, L.P.
Proposed Acquisition by Apollo Global Management
Represented Cedar Fair, one of the largest regional amusement-resort operators in the world, in its proposed $2.4 billion acquisition by an affiliate of private equity firm Apollo Global Management.
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Abbott Laboratories
Acquisition of STARLIMS Technologies
Counsel to Abbott Laboratories, manufacturer and marketer of pharmaceuticals and medical products, in its acquisition of STARLIMS Technologies Ltd., a leading provider of laboratory information management systems.
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Citi
Acquisition of Chartered Semiconductor
Represented Citi, financial advisor to Chartered Semiconductor Manufacturing Ltd. of Singapore, one of the world's largest silicon foundries, in the $3.9 billion acquisition of Chartered by Advanced Technology Investment Company, the high-tech investment arm of the government of Abu Dhabi.
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The Children's Place Retail Stores, Inc.
Proxy Contest and Share Repurchase
Represented The Children's Place Retail Stores and its Board of Directors in connection with a proxy contest initiated by Ezra Dabah, the company's former Chairman and CEO, and an acquisition of 50% of the shares owned by Mr. Dabah.
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Citi; Lazard
Business Combination
Represented Citi and Lazard as financial advisors to the independent directors of KKR Private Equity Investors (KPE) in the business combination of KKR & Co. and KPE. Citi was also sole financial advisor to KPE.
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American International Group, Inc.
Sale of a Preferred Interest in American International Assurance Company Ltd.
Represented American International Group (AIG) in the sale of a $16 billion preferred interest in American International Assurance Company (AIA), a subsidiary of AIG, to the Federal Reserve Bank of New York (FRBNY) in exchange for a $16 billion reduction in debt owed by AIG to the FRBNY.
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American International Group, Inc.
Sale of a Preferred Interest in American Life Insurance Company
Represented American International Group (AIG) in the sale of a $9 billion preferred interest in American Life Insurance Company (ALICO), a subsidiary of AIG, to the Federal Reserve Bank of New York (FRBNY) in exchange for a $9 billion reduction in debt owed by AIG to the FRBNY.
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J.P. Morgan Securities LLC;Bank of America Merrill Lynch;Barclays;Citi;Goldman Sachs
Acquisition Financing and Credit Facility
Counsel to joint lead arrangers in a $22.5 billion bridge term facility supporting the financing of Pfizer's acquisition of Wyeth and in a $4 billion revolving credit facility.
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American International Group
Asset Sale
Counsel to American International Group, Inc. in its sale of the commodity index trading business of AIG Financial Products Corp. to UBS AG.
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Merrill Lynch
Acquisition of thinkorswim Group Inc.
Represented Merrill Lynch, financial advisor to TD AMERITRADE in its $606 million acquisition of thinkorswim Group.
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Willis Group Holdings
Acquisition of Hilb Rogal & Hobbs Company
Represented Willis Group Holdings Limited in the $2.1 billion acquisition of Hilb Rogal & Hobbs Company.
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Citi; Lehman Brothers
Creating a New Mobile Broadband Company
Represented Citi and Lehman Brothers, financial advisors to Sprint Nextel Corporation in its combination with Clearwire Corporation to create a new mobile broadband company.
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NYMEX Holdings, Inc.
Sale of NYMEX Holdings
Represented NYMEX Holdings in connection with its $9.5 billion sale to CME Group, Inc.
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Providence Equity Partners LLC; Ontario Teachers' Pension Plan Board; Madison Dearborn Partners, LLC
Proposed Acquisition of BCE Inc.
Represented Providence Equity Partners, Ontario Teachers' Pension Plan Board and Madison Dearborn Partners in the proposed $48.5 billion going private acquisition of BCE (Bell Canada Enterprises).
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Friendly Ice Cream Corporation
Sale of Friendly Ice Cream Corporation
Advised Friendly Ice Cream Corporation in connection with its $337 million going private acquisition by Sun Capital Partners.
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Sony/ATV Music Publishing LLC
Acquisition of Famous Music LLC
Represented Sony/ATV Music Publishing LLC in its acquisition of Famous Music LLC from Viacom Inc.
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MGM MIRAGE
Bid for Bellagio Hotel and City Center by MGM MIRAGE
Represented the Special Transactions Committee of the MGM MIRAGE Board of Directors in the planned going private sale of the Bellagio Hotel and City Center, both owned by MGM MIRAGE, to Tracinda Corp. and majority shareholder Kirk Kerkorian.
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Goldman Sachs Capital Partners
Acquisition of Alltel
Advised GS Capital Partners in connection with the $27.5 billion public-to-private acquisition of wireless phone company Alltel by GS Capital Partners and TPG Capital.
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GE Infrastructure
Acquisition of Equity Interest in Bobcat Gas Storage Project
Advised GE Infrastructure in connection with its investment in an underground salt dome natural gas storage project in Louisiana called the Bobcat.
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