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Weil, Gotshal & Manges LLP
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Key Representations
- AMR Corporation; American Airlines
Merger with US Airways Group
Advised AMR Corporation, the parent of American Airlines, a provider of air transportation for passengers and cargo serving more than 260 airports in over 50 countries and territories, in American's $11 billion merger with US Airways Group, creating, when consummated, the world's largest airline. Also advised the Board of Directors of AMR with respect to its Chapter 11 filing, the merger with US Airways and related matters.
- Special Committee of the Board of Directors of Continental Resources, Inc.
Acquisition of Oil Assets of Wheatland Oil, Inc.
Counsel to the Special Committee of the Board of Directors of Continental Resources, an oil and natural gas exploration and production company, in Continental's acquisition of the oil assets of Wheatland Oil, adding to Continental's holdings in the Bakken shale field of North Dakota and Montana.
- Evercore Partners
Acquisition of Lubrizol by Berkshire Hathaway
Advised Evercore Partners, financial advisor to The Lubrizol Corporation, a specialty chemicals maker and the world's largest producer of lubricant additives, in Lubrizol's $9.0 billion acquisition by Berkshire Hathaway, the second largest acquisition in Berkshire Hathaway's history.
- Universal-Lee Holdings; Welsh, Carson, Anderson & Stowe; Capital Z
Sale of Universal American's Medicare Prescription Drug Business
Represented Universal-Lee Holdings, Welsh, Carson, Anderson & Stowe and Capital Z, shareholders in hospital and medical service plan provider Universal American Corp., in Universal's sale of its Medicare prescription drug business to integrated pharmacy services provider CVS Caremark.
- MGM MIRAGE
Senior Secured Notes Offering
Counsel to MGM MIRAGE, one of the world’s largest gaming, hospitality and entertainment companies, in its $845 million offering of 9% Senior Secured Notes due 2020.
- Independent Directors of MGM Mirage
Legal Counseling
Provided legal counseling to the Independent Directors of MGM Mirage with respect to various matters.
- General Motors
Sale to US Government Entity
Advised General Motors in its $45 billion sale to a US Government–sponsored entity.
- Lehman Brothers
Chapter 11 Sale of Investment Banking and Trading Businesses
Representing Lehman Brothers in the $1.35 billion sale of its investment banking, capital markets and trading businesses and its New York headquarters to Barclays plc.
- Willis Holdings Limited
Acquisition of Hilb Rogal & Hobbs Company
Represented Willis Holdings Limited in its $2.1 billion acquisition of Hilb Rogal & Hobbs Company
- Providence Equity Partners, Inc.; Madison Dearborn Partners LLC; Saban Capital Group, Inc.; TPG Capital; THL Partners
Acquisition of Univision Communications Inc.
Represented an investor group including Providence Equity Partners, Inc., Madison Dearborn Capital Partners LLC, Saban Capital Group, Inc., TPG Capital, and THL Partners in the $13.7 billion going private acquisition of Univision Communications Inc.
- Providence Equity Partners, Inc.
Bid for Clear Channel
Represented Providence Equity in its bid for Clear Channel Communications.
- Hughes Supply, Inc.
Sale of Hughes Supply, Inc.
Represented Hughes Supply, Inc. in its $3.47 billion sale to Home Depot Inc.
- Microsoft Corp.
Proposed Joint Venture with AOL
Represented Microsoft Corp. in its proposed joint venture with AOL.
- Special Committee of the Board of Directors of Huntsman Corporation
Unsolicited Offer for Huntsman Corporation
Represented the Special Committee of the Board of Directors of Huntsman Corporation in connection with an unsolicited $11 billion purchase proposal.
- Six Flags, Inc.
Defense against a Consent Solicitation and Potential Tender Offer
Represented Six Flags, Inc. in its defense against a consent solicitation and potential tender offer.
- UnitedHealth Group Inc.
Merger of PacifiCare Health Systems Inc.
Represented UnitedHealth Group Inc. in its $8.1 billion merger with PacifiCare Health Systems Inc.
- Whirlpool Corporation
Acquisition of Maytag Corporation
Represented Whirlpool Corporation in its $2.7 billion acquisition of Maytag Corporation.
- General Electric Company
Sale of GE Insurance Solutions Corporation
Represented General Electric Company in its $8.5 billion sale of its insurance portfolio, GE Insurance Solutions Corporation including Employers Reinsurance Corporation (ERC), to Swiss Reinsurance Company.
- General Electric Company
Acquisition of Vetco Gray
Represented General Electric Company in the $1.9 billion acquisition of Vetco Gray.
- UnitedHealth
Internal Investigation
Represented UnitedHealth in its internal investigation of its option granting practices.
- McData Corporation
Merger of McData Corporation and Brocade Communications Systems, Inc.
Represented McData Corporation in its $713 million merger with Brocade Communications Systems, Inc.
- Florida Rock Industries Inc.
Merger of Florida Rock Industries Inc.
Represented Florida Rock Industries Inc. in its $4.6 billion merger with Vulcan Materials Co.
- Armstrong World Industries, Inc.
Terminated Sale Auction
Represented Armstrong World Industries, Inc. in a terminated sale auction.
- Affiliated Computer Services Inc.
Proposed Sale of Affiliated Computer Services Inc.
Represented the Special Committee of Affiliated Computer Services Inc. in the $5.9 billion proposed buyout of ACS by Darwin Deason (CEO of ACS) and Cerberus Capital Management LP.
- Unnamed Bidder
Acquisition of TXU
Represented an unnamed bidder in its potential acquisition of TXU.
- Lone Star Technologies
Sale of Lone Star Technologies
Represented Lone Star Technologies in its $2.1 billion sale to United States Steel Corp.
- MGM Mirage
Proposed Sale of Bellagio Hotel and City Center by MGM Mirage
Represented the Special Transactions Committee of the MGM Mirage Board of Directors in the potential sale by MGM Mirage of several properties, including the Bellagio Hotel and CityCenter development project in Las Vegas.
- Reuters Group plc
Business Combination of Reuters Group plc with The Thomson Corporation
Representing Reuters Group plc in its £8.7 billion business combination with The Thomson Corporation.
- Goldman Sachs Capital Partners
Acquisition of Alltel Corp.
Representing Goldman Sachs Capital Partners in the $27.5 billion going private acquisition, with TPG Capital, of Alltel Corp.
- Getty Images Inc
Acquisition of Getty Images
Representing Getty Images in connection with its $2.4 billion sale to Hellman & Friedman
- Welsh, Carson, Anderson & Stowe; Lee Equity Partners LLC; Perry Capital LLC; Union Square Partners Management LLC; Universal American Financial Corp.
Acquisition of MemberHealth Inc.
Represented Welsh, Carson, Anderson & Stowe, Lee Equity Partners LLC, Perry Capital LLC and Union Square Partners Management LLC in Universal American Financial Corp.'s $630 million acquisition of MemberHealth Inc.
- Capital Z Partners
Bid for Universal American Financial Corp.
Represented Capital Z Partners and Lee Equity Partners in their bid to take private Universal American Financial Corp.
- MCI, Inc.
Sale of MCI, Inc. (formerly Worldcom, Inc.)
Represented MCI, Inc. (formerly Worldcom, Inc.) in its $10.632 billion sale to Verizon Communications, Inc.
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