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Weil, Gotshal & Manges LLP
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Mergers & Acquisitions
Experience
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RuffaloCODY, LLC
Strategic Transaction
Represented RuffaloCODY, a provider of strategic technology-enabled fundraising and enrollment management services for higher education and affinity-based nonprofit organizations, in connection with its transaction with Summit Partners.
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Fidelity National Financial Inc.
Acquisition of Lender Processing Services Inc.
Advised Fidelity National Financial, a publicly traded provider of title insurance, specialty insurance and claims management services, in Fidelity's $2.9 billion acquisition of Lender Processing Services (LPS), a provider of integrated technology, data, and services to the US mortgage lending industry. Also advised Thomas H. Lee Partners, L.P. in its commitment to purchase a 19% interest in a newly-formed subsidiary of Fidelity that will own LPS and Fidelity’s existing ServiceLink business upon consummation of the LPS acquisition.
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Perella Weinberg Partners
Take Private of rue21, Inc.
Counsel to Perella Weinberg Partners, as financial advisor to the Special Committee of the Board of Directors of rue21, a publicly traded specialty retailer of junior girls and young men’s apparel and accessories in the US, in the $1.1 billion bid by Apax Partners LLP to take rue21 private.
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Polskie Koleje Panstwowe S.A.
Sale of Polskie Koleje Linowe S.A.
Advised Polskie Koleje Panstwowe (PKP), Poland’s state-owned railway holding company, in the $67 million sale of Polskie Koleje Linowe, PKP's cableways company, to Polskie Koleje Gorskie S.A., a company established by four Polish Tatra Mountains communities and backed by a private equity sponsor, Mid Europa Partners.
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BofA Merrill Lynch
Take Private of Websense, Inc.
Counsel to BofA Merrill Lynch, financial advisor to Websense, a publicly traded developer of software that protects organizations from cyber attacks and data theft, in its approximately $1 billion take private sale to Vista Equity Partners.
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ITI Group
Sale of Shares in Multikino S.A.
Advised ITI Group, a large media conglomerate, on its disposal, along with AREA Property Partners, of 100% shares in Multikino, a leading Polish multiplex operator, to Vue Entertainment, a world-class operator of multiplex cinemas.
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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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CEZ, a.s.
Acquisition of a Minority Stake in Akcez Enerji Yatirimlari Sanayi ve Ticaret Anonim
Advised CEZ, a.s., a publicly traded electricity producer and distributor in the Czech Republic, in its acquisition, together with Akkök Sanayi Yatirim ve Gelistirme Anonim Sirketi, an industrial conglomerate in Turkey, of a 45% interest in Akcez Enerji Yatirimlari Sanayi ve Ticaret Anonim, a holding company owning 100% of the shares of Sakarya Elektrik Dagitim Anonim Sirketi, a major Turkish electricity distribution company and Sakarya Elektrik Perakende Satis Anonim Sirketi, a Turkish electricity supplier, both operating in the Turkish region of Sakarya, from Akenerji Elektrik Üretim Anonim Sirketi, a publicly traded Turkish energy generating company.
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Facebook, Inc.
Acquisition of Parse
Represented Facebook, the global social networking company, in its acquisition of Parse, which provides cloud-based software developer kits for mobile devices.
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General Electric Company
Proposed Acquisition of Lufkin Industries Inc.
Represented General Electric in its proposed $3.3 billion acquisition of Lufkin Industries, a publicly traded provider of artificial lift technologies for the oil and gas industry and a manufacturer of industrial gears, broadening GE Oil & Gas’ artificial lift capabilities and complementing GE’s existing product line.
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Merz Pharma GmbH & Co.
Proposed Acquisition of Obagi Medical Products, Inc.
Represented Merz Pharma Group, a Germany-based specialty pharmaceutical company which develops, markets and sells drugs and medical products for neurological and clinical dermatology applications, in its approximately $385 million topping bid to acquire US-based Obagi Medical Products, a specialty pharmaceutical company dealing in topical aesthetic and therapeutic prescription skin care systems, which had agreed to be acquired by Canada-based Valeant Pharmaceuticals International, Inc.
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Grohe Group
Takeover of Joyou AG
Advised Germany-based Grohe Group, a global provider of premium sanitary fittings, on the increase in its shareholding to approximately 72.3% in Joyou, a China-based manufacturer of bathroom, kitchen and other faucets listed on the Frankfurt Stock Exchange, in the largest German/Chinese inbound transaction to date. The original acquisition of shares in Joyou AG was the first takeover offer by a German enterprise for a Chinese group of companies.
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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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All3Media Limited
Acquisition of Remaining Minority Stake in South Pacific Pictures Limited
Advised All3Media, a UK-based television, film and digital production company, in the acquisition of the remaining minority stake in South Pacific Pictures, a leading production company based in New Zealand, from Endeavour Entertainment Ltd.
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CEZ, a. s.
Sale of a Power Plant to Litvínovská uhelná a.s.
Advised publicly traded CEZ (Czech Power Company), the largest electricity producer and distributor in the Czech Republic, in its CZK 4.1 billion ($208 million) sale of the coal-fired Chvaletice Power Plant to Litvínovská uhelná, an owner and operator of coal mines and provider of coal mining services in the Czech Republic.
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All3Media Limited
Launch of Little Dot Studios Limited
Advised All3Media, a UK-based television, film and digital production company, on the creation of Little Dot Studios, a next generation producer and broadcaster set up to operate in the growing area of online digital rights exploitation.
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All3Media Limited
Establishment of Digital Life Sciences
Advised All3Media, a UK-based television, film and digital production company, on the establishment of Digital Life Sciences (created through the merger of Maverick Television’s Digital Health Division, Illumina Digital Limited and a third party collaborator Robin Vickers), a specialist company that will concentrate exclusively on the delivery of health-related projects.
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PayPal, Inc.
Acquisition of Duff Research, LLC
Represented PayPal, a subsidiary of publicly traded eBay Inc. and an online payment solutions provider, in its acquisition of Duff Research, a developer of mobile applications.
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Netia S.A.
Acquisition of Cable Network in Warsaw and Krakow
Advised Netia, Poland’s largest alternative provider of fixed-line telecommunications services, in connection with its acquisition of part of the network of former cable operator Aster Sp. z o.o., reaching 446,000 homes and businesses in Warsaw and Krakow, from cable operator UPC Polska Sp. z o.o., which was required to sell it based on the conditional antimonopoly clearance approving the acquisition of Aster.
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Facebook, Inc.
Acquisition of the Atlas Advertiser Suite from Microsoft Corporation
Represented Facebook, the global social networking company, in its acquisition of the Atlas Advertiser Suite, which provides campaign management and measurement tools for marketers and agencies, from Microsoft, a worldwide leader in software and other computing products and services.
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Elementis Specialties, Inc.
Acquisition of Hi-Mar Specialty Chemicals, LLC
Represented Elementis Specialties (a subsidiary of UK-based, publicly listed Elementis plc), a worldwide specialty chemicals manufacturer, in its acquisition of Hi-Mar Specialty Chemicals, which develops, manufactures and markets defoamers - chemical additives that reduce and hinder the formation of foam in industrial process liquids.
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Grupa Azoty S.A.
Acquisition of Minority Shares in Zaklady Azotowe Pulawy S.A. Through Tender Offer
Advised Grupa Azoty, previously known as Zaklady Azotowe w Tarnowie-Moscicach S.A., a leading Polish chemical company, in its acquisition of 12.2% of shares in Zaklady Azotowe Pulawy S.A. (ZAP), a producer of ammonium nitrate, urea and melamine fertilizers, through a cash tender offer for all of the shares it didn't already own in ZAP. As a result, Grupa Azoty now holds 95.9% of shares in ZAP.
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Macquarie Capital (USA) Inc.
Minority investment in TNS, Inc. and Transaction Network Services, Inc.
Advised Macquarie Capital (USA) in its minority investment in TNS and Transaction Network Services, a developer and seller of software platforms which enable banks and financial organizations to manage ATMs, credit card operations and point of sale transactions processing, in conjunction with TNS' acquisition by an investor group led by Siris Capital Group, LLC.
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Opera Software ASA
Acquisition of Skyfire Labs, Inc.
Represented Opera Software, a Norway-based publicly listed technology company which engages in the development and sale of Web browsers, in its acquisition of US-based Skyfire Labs, which develops and creates a compression-as-a-service based mobile video optimization browser/platform for wireless carriers and device makers.
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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.
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Nortek, Inc.
Acquisition of 2GIG Technologies, Inc.
Represented Nortek, a maker of innovative building and technology products for residential and commercial applications worldwide, in its acquisition of 2GIG Technologies, a designer and supplier of technologically advanced residential security and home automation systems.
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General Electric Company
Sale of Minority Stake in NBCUniversal and Associated Real Estate
Represented General Electric in the $18.1 billion sale to Comcast of its remaining 49% stake in NBCUniversal, a joint venture with Comcast which owns television networks, a movie studio, theme parks and local television stations, and of the floors NBCUniversal occupies at 30 Rockefeller Center in New York and CNBC’s headquarters property in New Jersey.
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LIN TV Corporation
Merger with LIN Media LLC
Advised LIN TV Corporation (LIN TV), which owns and operates television broadcasting stations and multimedia assets, on its merger with and into LIN Media, allowing LIN TV to reorganize from a corporation into a publicly traded limited liability company.
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LIN TV Corporation; LIN Television of Texas, LP
Sale of Stake in Joint Venture with NBCUniversal Media, LLC
Represented LIN TV and its subsidiary LIN Television of Texas (LIN of Texas) in LIN of Texas' sale of its stake in Station Venture Holdings (a joint venture with NBCUniversal Media), a media company, to Comcast Corporation and NBCUniversal for cash and the release of LIN TV’s $815.5 million guarantee of Station Venture Holdings’ credit facility.
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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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Oracle Corporation
Acquisition of Acme Packet, Inc.
Represented Oracle, one of the world's largest software companies, in its $1.7 billion acquisition of Acme Packet, which provides software and hardware that enable the delivery of voice, video, data, and unified communications services and applications across Internet protocol (IP) networks, accelerating the migration to all-IP networks.
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Kinder Morgan, Inc.
Acquisition of Copano Energy, L.L.C.
Represented Kinder Morgan, the third largest energy company in North America in its $5 billion acquisition of Copano Energy, a midstream natural gas company which owns an interest in or operates approximately 6,900 miles of pipelines and 9 processing plants primarily in the south central US.
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Shareholders of Fincentrum a.s.
Sale of Majority Stake in Fincentrum Group
Advised the shareholders of Fincentrum, a provider of financial advisory services with operations in the Czech and Slovak Republics, in the sale of a majority stake in Fincentrum to ARX Equity Partners, a Czech Republic-based private equity investor focused on CEE, and Capital Dynamics, a Switzerland-based global asset manager and investor.
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DaVita Healthcare Partners, Inc.
Acquisition of Dialysis Centers in Poland and Portugal
Represented DaVita Healthcare Partners, the second largest provider of dialysis services in the US, in connection with DaVita’s acquisition of dialysis centers in Poland and Portugal from Germany-based Fresenius Medical Care AG & Co. KGaA, the world's largest integrated provider of products and services for individuals undergoing dialysis.
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General Electric Capital Corporation
Negotiation of O&M Agreement
Represented a GE Capital subsidiary in the negotiation of an Operation and Maintenance Agreement with a subsidiary of NRG Energy, Inc. in connection with the assignment of the Homer City Generation Station in Pennsylvania to GE by Edison Mission.
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LodgeNet Interactive Corporation
Recapitalization
Restructuring counsel to LodgeNet Interactive, provider of interactive media and connectivity services to hospitality and healthcare businesses, in its $60 million recapitalization by an acquiring consortium led by an affiliate of Colony Capital LLC. The restructuring via a pre-packaged chapter 11 bankruptcy process included an amendment and 5-year extension of LodgeNet's $346 million secured credit facility and a $15 million debtor-in-possession loan.
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GE Aviation Systems LLC
Sale of Hydraulic Thrust Reverser Actuation Systems Business to Woodward, Inc.
Represented GE Aviation Systems, manufacturer of engines, integrated systems and components for the aerospace markets, in its $200 million sale of the assets of its Hydraulic Thrust Reverser Actuation Systems Business located in Duarte, California to Woodward, a publicly traded independent designer, manufacturer, and service provider of control solutions for the aerospace and energy markets.
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Brookfield Renewable Energy Partners LP; Brookfield Asset Management Inc.
Acquisition of Hydroelectric Assets
Represented Brookfield Renewable Energy Partners in its acquisition of a portfolio of 19 hydroelectric plants and eight reservoir dams on several rivers in Maine with an aggregate capacity of 351MW and an enterprise value of $760 million, from a subsidiary of NextEra Energy Resources, which produces and supplies electricity by operating various wind, natural gas/oil, solar, hydroelectric, and nuclear power plants in the US and Canada.
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Adobe Systems Incorporated
Acquisition of Behance, Inc.
Advised diversified software company Adobe Systems in its acquisition of Behance, an online social media platform, with over 1 million members, that enables creatives to showcase and share their work, accelerating Adobe’s strategy to bring community features to its Creative Cloud™ hub.
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Management of UK Specialist Hospitals Limited
Sale of UK Specialist Hospitals Limited to Care UK Clinical Services Limited
Advised management of UK Specialist Hospitals (UKSH), which owns and operates treatment centres in the UK that offer surgical and diagnostic service, in UKSH's acquisition by Care UK Clinical Services, which provides health and social care services to local authorities and primary care trusts in the UK.
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Oracle Corporation
Acquisition of Eloqua, Inc.
Represented Oracle, one of the world's largest software companies, in its $871 million acquisition of Eloqua, provider of cloud-based marketing automation and revenue performance management software.
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Citi; Credit Suisse (Hong Kong) Limited
Take Private of Focus Media Holding Limited
Counsel to Citi and Credit Suisse as financial advisors to a consortium of investors led by The Carlyle Group LP in that consortium's $3.7 billion take private of Focus Media Holding Limited (China), a publicly traded multi-platform digital media company and operator of audiovisual liquid crystal advertising displays. This was the largest leveraged buyout in China to date.
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Dell, Inc.
Acquisition of CREDANT Technologies, Inc.
Counsel to computer hardware manufacturer Dell in its acquisition of CREDANT Technologies, a provider of data protection solutions to control, manage and secure data sent from endpoints to servers, storage and the cloud, strengthening Dell’s enterprise computing portfolio.
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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 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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Arca Continental, S. A. B. de C.V.
Acquisition of Wise Foods, Inc.
Represented Mexico-based, publicly traded Arca Continental, the second-largest Coca-Cola bottler in Mexico and Latin America, in its acquisition of snack food company Wise Foods from Palladium Equity Partners, LLC, strengthening Arca’s presence in North America and expanding its snack business.
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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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First Quantum Minerals Ltd.
Offer to Acquire the Inmet Mining Corporation
Advised First Quantum Minerals, a mining and metals company worldwide, in the US aspects of its $5.1 billion offer to acquire all of the outstanding shares of Inmet Mining Corporation, an explorer, developer, and miner of base metal properties, to create one of the world's leading copper producers.
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MorphoSys AG
Sale of AbD Serotec to Bio-Rad Laboratories, Inc.
Represented Germany-based MorphoSys, developer of antibodies for therapeutic, diagnostic and research applications, in its sale of AbD Serotec, its research and diagnostic antibody subsidiary, to subsidiaries of US-based Bio-Rad Laboratories, multinational manufacturer and distributor of life science research and clinical diagnostic products.
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The Access Industries, Alfa and Renova Consortium
Sale of 50% Stake in TNK-BP International Limited to Rosneft Oil Company
Primary adviser to the Access Industries, Alfa and Renova consortium on the $28 billion sale of their stake in the Russian oil joint venture, TNK-BP, to state-owned oil company Rosneft.
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Core-Mark Holding Company, Inc.
Acquisition of J.T. Davenport & Sons, Inc.
Represented Core-Mark Holding Company, one of the largest distributors to the convenience retail industry in North America, in its acquisition of J.T. Davenport & Sons, the 15th largest US convenience wholesaler serving customers in eight states via approximately 2,000 convenience stores.
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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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Asseco Poland S.A.
Acquisition of Shares in Asseco Central Europe, a.s.
Advised publicly listed Asseco Poland, CEE's largest IT company, in its acquisition via swap of shares of its listed subsidiary, Asseco Central Europe (ACE), a provider of systems integration and other information technology services, raising its stake in ACE from 40.07 to 93.51%.
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Evercore Partners Inc.
Sale of McGraw-Hill Education Business to Apollo Global Management, LLC
Counsel to Evercore Partners (financial advisor to the McGraw-Hill Companies, Inc., a publicly traded information services provider for the financial, commodities and commercial, and education markets worldwide) in McGraw-Hill's $2.5 billion sale of its education business to Apollo Global Management.
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Lehman Brothers Holdings Inc.
Sale of Entire Stake in Archstone Enterprise LP
Represented Lehman Brothers in the sale of its entire stake in Archstone, its single largest asset valued at more than $16 billion, a privately held owner, operator and developer of multifamily apartment properties, to real estate investment trusts Equity Residential and AvalonBay Communities, Inc., both publicly traded real estate enterprises focused on multifamily properties in the US.
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General Motors Financial Company, Inc.
Acquisition of Offshore GMAC Operations from Ally Financial Inc.
Represented General Motors and its affiliates in the $4.2 billion acquisition of the European, Latin American and China-based auto-finance and insurance operations of Ally Financial. These businesses operate primarily under the GMAC name and provide retail financing and other services to consumers as well as wholesale financing to dealers.
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Dell, Inc.
Acquisition of Gale Technologies, Inc.
Counsel to computer hardware manufacturer Dell in its acquisition of infrastructure automation software maker Gale Technologies, enabling Dell to offer converged infrastructures – all-in-one server solutions that integrate computing, storage and networking.
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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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Leucadia National Corporation
Strategic Combination with Jefferies Group, Inc.
Represented diversified holding company Leucadia National Corporation in its merger with global investment banking firm Jefferies Group in which it had a 28.6% stake. The deal, which gives Jefferies greater balance sheet resilience and enables Leucadia to capitalize on Jefferies’ investment banking and capital markets platform, has a total equity value of approximately $3.7 billion.
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Titanium Metals Corporation; Shareholders of Titanium Metals Corporation
Acquisition by Precision Castparts Corporation
Counsel to the Special Committee of publicly listed Titanium Metals Corporation, a major producer of titanium parts for jet engines and factory equipment, in its $2.9 billion acquisition by publicly listed Precision Castparts, a worldwide diversified manufacturer of complex metal components and products.
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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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Guggenheim Securities LLC
The Walt Disney Company's Acquisition of Lucasfilm Ltd.
Advisor to Guggenheim Securities with respect to the delivery of its fairness opinion to the Board of Directors of The Walt Disney Company, a diversified international entertainment and media enterprise, in Disney's $4.05 billion acquisition of Lucasfilm, a privately held, fully integrated entertainment company, which holds the Star Wars franchise and has operating businesses in live action film production, consumer products, animation, visual effects, and audio post production.
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Riverbed Technology, Inc.
Acquisition of OPNET Technologies, Inc.
Represented publicly traded Riverbed Technology, which provides solutions to IT performance problems across wide area networks, in its $1 billion acquisition of OPNET Technologies, provider of software and applications that analyze network performance, enabling Riverbed to extend its network performance management (NPM) business into the application performance management (APM) market.
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Signet Jewelers Ltd.
Acquisition of Ultra Stores Inc.
Represented publicly listed Signet Jewelers, a specialty jewelry retailer, in its acquisition of jewelry chain Ultra Stores from Crystal Financial LLC.
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Ciech S.A.; Zaklady Chemiczne Zachem S.A.
Sale of TDI Business to BASF SE and BASF Polska sp. z o.o.
Advised Ciech, the largest chemical company in Poland, in connection with the sale by its subsidiary, Zaklady Chemiczne Zachem, of its TDI business (toluene diisocyanate, used as a chemical intermediate in the production of polyurethane products), comprising its list of clients, intellectual property (including patents) and production know-how, to BASF, a Germany-based worldwide chemical company and its Poland-based subsidiary, BASF Polska.
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C. R. Bard, Inc.
Acquisition of Neomend, Inc.
Counsel to C. R. Bard, manufacturer of surgical and medical instruments, through its wholly owned subsidiary, Davol Inc., in Bard's acquisition of Neomend, which designs, develops and commercializes surgical sealants and adhesion prevention products for hospitals and medical facilities worldwide.
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Infogroup, Inc.
Sale of OneSource Information Services, Inc.
Represented data, research and marketing company Infogroup in its sale of OneSource Information Services to Cannondale Investments, a platform company focused on acquiring companies in data-enabled information services in partnership with GTCR, a Chicago based private equity firm.
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Citi
Acquisition of Sealy Corporation by Tempur-Pedic International Inc.
Counsel to Citi, as financial advisor to global bedding marketer and manufacturer Sealy, in Sealy's approximately $1.3 billion acquisition by Tempur-Pedic International, a manufacturer, marketer and distributor of premium mattresses and pillows worldwide.
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Leucadia National Corporation
Sale of Stake in Mueller Industries, Inc.
Represented Leucadia National Corporation, a holding company engaged in a variety of businesses, including beef processing, manufacturing and real estate, in the $427.3 million repurchase by Mueller Industries, a manufacturer of copper tube and fittings, of Leucadia's entire common stock stake in Mueller.
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Franklin Resources, Inc.
Acquisition of Majority Stake in K2 Advisors Holdings LLC
Represented Franklin Resources, a publicly traded asset management holding company, in its acquisition of a majority stake in K2 Advisors, a leading, independent fund-of-hedge-funds manager, enhancing Franklin's alternative investments and multi-asset solutions platforms. Deal terms allow Franklin to acquire the remainder of K2 over a multi-year period beginning in 2016.
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Lenovo Group Ltd.
Acquisition of Stoneware Inc.
Represented Lenovo Group (Hong Kong), the world's second-largest personal computer maker and worldwide provider of IT products and services, in its acquisition of Stoneware, provider of cloud-computing products and classroom management systems, enabling Lenovo to expand cloud-based services linked to its various devices.
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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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Hunt Consolidated, Inc.
Canadian Oil Supply Agreement
Represented one of the nation’s largest independent oil and gas producers in connection with a long-term agreement to source and transport Canadian crude oil for its refineries by railcar.
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Trimble Navigation Limited
Acquisition of TMW Systems, Inc.
Represented Trimble Navigation, developer of GPS systems and software including surveying, mapping and marine navigation equipment, in its $335 million acquisition of TMW Systems, which develops enterprise software for transportation and logistics companies.
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IAC/InterActiveCorp
Acquisition of About, Inc. from The New York Times Company
Represented IAC/InterActiveCorp in its $300 million acquisition of About, Inc., including About.com and the About.com network of topic sites, from The New York Times Company, a multimedia news and information company. IAC/InterActiveCorp is a media and Internet company comprising more than 150 brands and products, including Match.com, Ask.com, CollegeHumor and CityGrid Media.
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Getty Images Inc.
Acquisition by The Carlyle Group
Counsel to Getty Images (a portfolio company of Hellman & Friedman LLC), a leading creator and distributor of still imagery, video and multimedia products, as well as a recognized provider of other forms of premium digital content, including music, in its $3.3 billion acquisition by The Carlyle Group and management.
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Barclays Capital Inc.
FSI International, Inc. Acquisition by Tokyo Electron Limited
Counsel to Barclays Capital, financial advisor to publicly listed, US-based FSI International, a global supplier of surface conditioning equipment, technology and support services for microelectronics manufacturing, in its approximately $252.5 million acquisition by Japan-based Tokyo Electron, a publicly listed worldwide supplier of semiconductor and flat panel display production equipment.
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Polish Energy Partners S.A.
Acquisition by Polenergia Holding S.a.r.l.
Advised Polish Energy Partners, a leading Polish renewable energy company, in the PLN 406 million ($124 million) acquisition via public tender offer of 57.76% of its shares by Polenergia, an energy sector holding company controlled by Polish entrepreneur Jan Kulczyk, from Generali OFE, Pioneer Pekao Investment Management, Aviva Funds, ING OFE and other shareholders.
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MVM Zrt.
Acquisition of a 50% Stake in Déli Áramlat Zrt. from MFB Zrt.
Advised MVM, Hungary's state-owned electric utility company on its €600 million acquisition of a 50% ownership interest in Déli Áramlat Zrt., a project company established by Gazprom OAO, the Russian oil exploration, production and distribution company, and MFB Zrt., the Hungarian Development Bank, for the purposes of constructing and operating the Hungarian section of the South Stream international natural gas pipeline, from MFB.
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Brookfield Asset Management Inc.
Acquisition of Verde Realty
Represented Brookfield Asset Management in the $866 million acquisition by BSREP Industrial, L.P. (a Brookfield fund) of Verde Realty, a Houston-based real estate investment trust focused on industrial distribution properties.
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Zaklady Azotowe w Tarnowie-Moœcicach S.A.
Acquisition of Zaklady Azotowe Pulawy S.A.
Advised Zaklady Azotowe w Tarnowie-Moscicach (ZAT), a leading Polish chemical company, in its PLN 2 billion (approximately $584 million) acquisition from the Polish Ministry of the State Treasury and other shareholders of 83.7% of the shares in Zaklady Azotowe Pulawy (ZAP), producer of ammonium nitrate, urea and melamine fertilizers, through a cash tender offer for 10.3% of ZAP’s shares and the acquisition of 73.4% of the shares in ZAP in exchange for ZAT’s own newly issued D series shares.
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General Electric Company
Sale of General Electric Capital Corporation’s Business Property Unit to EverBank
Represented General Electric Capital Corporation in the $2.51 billion sale of Business Property Lending, a commercial real estate lending business in the US, to EverBank, a federal savings association that provides various financial products and services in the US.
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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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CBS Corporation
CBS Sports Radio Development and Syndication and Sales Partnership Arrangements with Cumulus Media
Counsel to mass media company CBS in its development of CBS Sports Radio, a 24-hour, seven-day-a-week lineup of national programming from CBS RADIO and CBS Sports, and in its exclusive syndication and sales partnership arrangements with Cumulus Media, the largest pure-play radio broadcaster in the US, to secure affiliate agreements and ad sales with radio stations nationwide for CBS Sports Radio.
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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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General Electric Capital Corporation
Investment in The EBX Group
Advised General Electric in its $300 million investment (for a 0.8% stake represented by preferred securities) in The EBX Group, an industrial conglomerate based in Brazil which is privately owned by Eike Batista and which develops and manages business activities in mining, logistics, oil and gas, real estate, energy, renewable resources and entertainment sectors.
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AMC Entertainment Inc.
Sale to Dalian Wanda Group to Dalian Wanda Group Co., Ltd.
Represented AMC Entertainment Holdings (AMC), the second-largest theater chain in the US and Canada, and its controlling shareholders (Apollo Global Management, Bain Capital, Carlyle Group, CCMP Capital Advisors and Spectrum Equity Investors) in its approximately $2.6 billion sale to Dalian Wanda Group Co., a leading Chinese private conglomerate and China’s largest investor in cultural and entertainment activities, creating the world’s largest theater chain.
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GDF SUEZ SA
Bid for Open Grid Europe GmbH
Advised France-based GDF SUEZ, the world's second-largest utility and the world's largest liquefied natural gas company, as part of a bidder consortium, on its bid for Open Grid Europe, the gas distribution network and subsidiary of E.ON AG, one of the world's largest investor-owned power and gas companies.
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General Electric Company
Minority Stake in China XD Electric Co. Ltd.
Represented General Electric Company in its $535 million acquisition of a 15% stake in China XD Electric Co., one of China's largest primary equipment providers, as part of a partnership to deliver a full line of electric transmission and distribution (T&D) and grid automation solutions to customers around the world.
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Trimble Navigation Limited
Acquisition of SketchUp 3D
Counsel to Trimble Navigation, developer of positioning systems (GPS technology), in the acquisition of Google's SketchUp 3D, a modeling tool for designing, modeling and visualizing projects.
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GDF SUEZ SA
Acquisition of International Power plc
Counsel to France-based GDF Suez, a specialist energy supplier, in its £6.39 billion ($10 billion) acquisition of UK-based International Power, an independent electricity generation company.
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Centerview Partners
X-Rite, Inc. Acquisition by Danaher Corporation
Counsel to Centerview Partners, financial advisor to X-Rite, a specialist in color measurement technology, in its acquisition via tender offer and merger by publicly traded Danaher Corporation, a science and technology conglomerate.
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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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Strategic Value Partners (Deutschland) GmbH; Oak Hill Advisors (Europe) LLP
Complex Cross-Border Debt Restructuring
Advised Strategic Value Partners and Oak Hill Advisors with respect to the complex cross-border €1.6 billion ($2.1 billion) debt restructuring of Pfleiderer AG, a publicly traded (now privately owned) Germany-based manufacturer of particle boards and laminated flooring products; the first large case to apply the German 2012 revised insolvency regime (ESUG) and its debt-to-equity swap features.
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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.
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Sanofi
Acquisition of Pluromed, Inc.
Counsel to Sanofi, a listed France-based pharmaceuticals company, in its acquisition of Pluromed, a US-based maker of polymer inserts for medical procedures, adding to Sanofi's biosurgery offerings.
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Brookfield Asset Management Inc.
Joint Venture with Hillwood Development Corp.
Represented Brookfield Asset Management, an asset management company focusing on power, property and infrastructure assets, in its $400 million joint venture with Hillwood Development, a Dallas-based owner, developer and manager of mixed-use commercial and residential real estate, to acquire and develop US industrial properties.
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Archipelago Learning, Inc.
Acquisition by PLATO Learning, Inc.
Counsel to Archipelago Learning, a publicly traded, subscription-based, software-as-a-service provider of education products, in its $291 million acquisition by PLATO Learning (a portfolio company of Thoma Bravo, LLC), which provides online educational solutions for kindergarten through adult learners.
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Thomson Reuters Corporation
Sale of PORTIA Business to SS&C Technologies Holdings, Inc.
Represented Thomson Reuters, a global media and information firm, in the $170 million sale of its PORTIA business, a middle-to-back office asset management platform, to SS&C Technologies, a global provider of financial services software and software-enabled services.
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Bank Zachodni WBK S.A. (BZ WBK S.A.)
Acquisition of Kredyt Bank S.A.
Advised Bank Zachodni WBK S.A. (BZ WBK S.A.), a subsidiary of Spain’s Banco Santander S.A., in its approximately PLN 4.5 billion (US$1.5 billion) merger with Kredyt Bank, which provides a range of banking products and services to retail and corporate customers, primarily in Poland.
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Kinder Morgan, Inc.
Sale of El Paso Corporation's Exploration & Production Business
Represented Kinder Morgan, buyer of El Paso Corporation, owner of North America’s largest interstate natural gas pipeline system and one of North America’s largest independent exploration and production companies, in causing El Paso to sell its exploration and production business, EP Energy Corporation, for approximately $7.15 billion to affiliates of Apollo Global Management, LLC and Riverstone Holdings, LLC, who are joined by Access Industries, Inc. and other parties.
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Ceridian Corporation
Acquisition of Dayforce Corporation
Represented Ceridian, a global provider of human resources, payroll, benefits, tax filing, recruiting, workforce management software and payment solutions, in its acquisition of Canada-based Dayforce, a developer of advanced human capital management (HCM) software and solutions.
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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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Eli Lilly and Company; Elanco
Acquisition of ChemGen Corp.
Represented publicly listed Eli Lilly and Company, a major US pharmaceuticals firm, and Elanco, its animal health division, in the acquisition of ChemGen, a privately held bioscience company specializing in the development and commercialization of innovative feed enzyme products for poultry and livestock.
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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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Lehman Brothers Holdings Inc.
Purchase of Additional Stake in Archstone-Smith Trust
Represented Lehman Brothers Holdings in its purchase of a $1.325 billion stake in Archstone, a privately held owner, operator and developer of multifamily apartment properties, from affiliates of Bank of America Corp and Barclays Plc, raising Lehman's stake in Archstone from 47 to 73.5%.
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Maxim Integrated Products, Inc.
Sale of Telecom Clock Division to Microsemi Corporation
Represented Maxim Integrated Products, a designer, developer, manufacturer, and marketer of linear and mixed-signal integrated circuits, in the sale of its telecom clock generation, synchronization, packet timing and synthesis business to Microsemi, provider of semiconductor solutions for aerospace, defense, communications and other markets.
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Symantec Corporation
Acquisition of LiveOffice Holdings LLC
Represented Symantec Corporation, provider of security, storage and systems management software, in its $115 million acquisition of email archiving, e-discovery, and data protection provider LiveOffice Holdings from Summit Partners and LiveOffice management.
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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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CEZ a.s.; CEZ Poland Distribution B.V.
Acquisition of Eco-Wind Construction S.A.
Advised CEZ (Czech Power Company), the largest energy holding company in Central and Eastern Europe, and its subsidiary, CEZ Poland Distribution, in connection with the acquisition of 67% of the shares in Eco-Wind Construction, a leading Polish wind farm developer, and the terms on which CEZ Poland Distribution could in the future acquire the remaining 33% stake in the company.
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C. R. Bard, Inc.
Acquisition of Lutonix
Represented listed medical device maker C. R. Bard in its $325 million acquisition of Lutonix, a medical device start-up company which develops and commercializes drug coated balloon catheters for treatment of vascular disease.
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ITI Media Group Limited; TVN S.A.
Joint Venture with Vivendi for Pay-TV in Poland
Advised ITI Media Group, a media and entertainment group in Poland, and TVN, a television broadcaster in Poland, in the agreement with Vivendi, a France-based entertainment company, through its Polish subsidiary Canal+, to combine their pay-TV operations in Poland in a joint venture reported to be valued at PLN 5.9 billion ($1.7 billion) named "n/C+". Canal+ also agreed to acquire a minority stake in TVN from ITI with the option to gain control commencing three years after the closing of the transaction.
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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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Anvita, Inc
Acquisition by Humana, Inc.
Represented US-based healthcare analytics company Anvita Health in its acquisition by Humana, a public company which markets and administers health insurance.
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Leucadia National Corporation
Acquisition of National Beef Packing Company
Represented Leucadia National Corporation as counsel in Leucadia's $868 million acquisition of National Beef Packing Company, which processes and markets fresh beef, case-ready beef, beef by-products and wet-blue leather for domestic and international markets, from U.S. Premium Beef, a producer-owned beef marketing company, and certain other entities.
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Special Committee of the Board of Directors of Shanda Interactive Entertainment Ltd.
Going Private Merger by Shanda
Counsel to the Special Committee of the Board of Directors of Shanda Interactive Entertainment, a leading interactive entertainment media company in China, in its $2.3 billion going private merger, one of the largest going private transactions of a US-listed Chinese business.
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Dallas Stars, LP
Sale of Dallas Stars Hockey Club
Represented Dallas Stars, LP, Dallas Arena, StarCenters and Dallas Stars U.S. Holdings Corp. in the sale of the Dallas Stars National Hockey League Club and all its hockey-related assets to Dallas Sports & Entertainment, DSE Hockey Club, and DSE Hockey Centers, entities owned by Vancouver-based businessman Tom Gagliardi and family, following a court-approved auction as part of a prepackaged voluntary chapter 11 plan.
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Medicis Pharmaceutical Corporation
Acquisition of the Assets of Graceway Pharmaceuticals, LLC
Represented US-based Medicis Pharmaceutical Corporation, a leading publicly traded dermatological and aesthetic pharmaceutical company, in its $455 million acquisition via a Section 363 auction of substantially all of the assets of Graceway Pharmaceuticals, provider of dermatology, respiratory, and women's health products.
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Mubadala Development Company
Acquisition of EMI Music Publishing
Counsel to Mubadala Development Company, a strategic investment arm of the Abu Dhabi Government, as a member of the consortium including the Sony Corporation, in the consortium's $2.2 billion acquisition of EMI Music Publishing, the music publishing arm of EMI, the fourth-largest family of labels in the recording industry.
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Lehman Brothers
Acquisition of DHS Holdings
Represented Lehman Brothers in its acquisition of a majority stake in DHS Holdings, provider of commercial oil and gas drilling rigs, in partial settlement of debts owed by DHS to Lehman Commercial Paper.
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General Electric Capital Corporation
Sale of TIP de Mexico, S. de R.L. de C.V. to Linzor Capital Partners L.P.
Represented General Electric Capital Corporation in its sale of TIP de Mexico, Mexico’s leading trailer leasing and services franchise, to Linzor Capital Partners, a Latin American private equity firm.
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C. R. Bard, Inc.
Acquisition of Medivance, Inc.
Represented C. R. Bard, medical equipment maker specializing in the manufacture of vascular, urology, oncology, and surgical specialty products, in its $250 million acquisition of US-based Medivance, a developer of therapeutic hypothermia technologies.
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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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Kinder Morgan, Inc.
Acquisition of El Paso Corporation
Represented pipeline transportation and energy storage company Kinder Morgan in its $38 billion acquisition of El Paso Corporation, owner of North America’s most extensive interstate natural gas pipeline system and one of North America’s biggest independent exploration and production companies, creating one of the largest energy companies in the world.
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Polski Holding Farmaceutyczny S.A.
Sale of Polfa Warszawa to Polpharma
Advised Polski Holding Farmaceutyczny, a developer and manufacturer of various pharmaceutical products, in connection with its sale of Polfa Warszawa, a large Polish pharmaceutical company, to Polpharma, the largest Polish manufacturer of generic drugs and pharmaceuticals.
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Shareholders of Harbourmaster Capital Management Limited
Sale of Harbourmaster to GSO Capital Partners
Represented the shareholders of Harbourmaster Capital Management, one of Europe's leading investment advisors of secured bank loans, on Harbourmaster's sale to GSO Capital Partners, the global credit platform of The Blackstone Group, forming, with GSO's existing European leveraged loan business, a combined platform having assets under management of €11.5 billion. Also represented the founders and management of Harbourmaster regarding arrangements with institutional shareholders.
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AK Steel Holding Corporation
Joint Venture with Magnetation
Counsel to listed AK Steel, producer of flat-rolled carbon, stainless and electrical steels for automotive, infrastructure and manufacturing markets, in its joint venture with Magnetation a private firm which recovers high-purity iron concentrate from previously mined ore deposits using low-cost and environmentally-sound proprietary technology, extending AK Steel's vertical integration.
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Netia S.A.
Acquisition of Crowley Data System
Advised Netia, Poland’s largest alternative provider of fixed-line telecommunications services, in connection with its acquisition of Crowley Data System, provider of data transmission, voice, and Internet access services for institutional, business, and public administration customers in Poland, from Crowley Data, L.L.C. and Crowley Poland, L.L.C.
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Netia S.A.
Acquisition of Telefonia Dialog
Advised Netia, an alternative fixed-line telecommunication operator in Poland, in connection with its acquisition of Telefonia Dialog, a fixed-line retail telecom, internet and television services provider, from KGHM Polska Miedz S.A. This was, by far, the largest and the most important target of all the acquisitions Netia contemplated in its 20-year history.
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Petrolinvest S.A.
Acquisition of Majority Stake in Swiss Petroleum Investments Holding
Advised Petrolinvest, a leading Polish oil company, in connection with the signing of a preliminary investment agreement regarding its acquisition of 50.1% of shares in Swiss Petroleum Investments Holding, a joint venture which will own crude oil deposits, and own and operate a fuel deposit terminal and a 100,000 ton crude oil refinery in Kazakhstan.
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C. R. Bard, Inc.
Acquisition of Clearstream Technologies
Represented US-based C. R. Bard, medical equipment maker specializing in the manufacture of vascular, urology, oncology, and surgical specialty products, in its takeover of Ireland-based, AIM-listed Clearstream Technologies Group, maker of medical devices used in procedures such as angioplasty.
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Warta Glass Group Sp. z o.o.
Sale to BA Vidro
Advised Warta Glass in connection with the sale of the Warta Glass Group, which manufactures glass packaging and automotive glasses, to BA Vidro, a Portuguese glass packaging manufacturer.
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Terremark Worldwide
Acquisition of CloudSwitch
Counsel to Terremark Worldwide, IT services subsidiary of Verizon Communications, in Terremark's acquisition of CloudSwitch, a provider of cloud software technology.
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Petrolinvest S.A.
Additional Stakes in Silurian Hallwood Limited and Silurian Energy Services
Advised Petrolinvest, a leading Polish oil company, in connection with its acquisition of a additional 20% stake in Silurian Hallwood Limited, an oil and gas production company, and an additional 30% stake in Silurian Energy Services, an owner and operator of oil and gas reserves, for PLN 46.4 million (US$16.1 million) and PLN 60.9 million (US$21.1 million), respectively, in non-cash deals.
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TAURON Polska Energia S.A.
Acquisition of Gornoslaski Zaklad Elektroenergetyczny S.A.
Advised TAURON Polska Energia, Poland’s second largest power group, in its PLN 9.25 billion (US$3.180 billion) acquisition of Gornoslaski Zaklad Elektroenergetyczny and its subsidiaries, Vattenfall Distribution Poland S.A., Vattenfall Sales Poland Sp. z o.o., Vattenfall Network Services Poland Sp. z o.o., Vattenfall Wolin-North Sp. z o.o., and Vattenfall Business Services Poland Sp. z .o.o., the leading electricity distribution and network services company in Silesia, from the Swedish government-owned Vattenfall AB.
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Petrolinvest S.A.
Minority Stake in Eco Energy 2010 and Eco Energy 2010 Sp. z o.o. S. K. A.
Advised Petrolinvest, a leading Polish oil company, in connection with its acquisition of a 40% stake in Eco Energy 2010 and Eco Energy 2010 Sp. z o.o. S. K. A., owners of four shale gas exploration licenses, from Masashi Holdings.
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General Growth Properties, Inc.; Rouse Properties, Inc.
Spinoff of Rouse
Represented General Growth Properties (GGP), a publicly traded REIT which is the second-largest US mall owner, and its former subsidiary, Rouse Properties, a REIT holding a portfolio of 30 retail centers, in GGP's spinoff to its shareholders of 100% of the voting stock of Rouse, which became an independent corporation listed on the New York Stock Exchange. Provided counsel to GGP and Rouse with respect to: the assumption by Rouse of loans under which GGP entities that were spun off were borrowers; the term sheet and commitment letter of Rouse's new $483.5 million credit facility; Rouse's $100 million subordinate revolving credit facility; a backstop agreement concerning an equity rights offering that Rouse conducted; and the rights offering itself.
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CEZ, a. s.
Sale of Joint Venture Stake in Mitteldeutsche Braunkohlegesellschaft
Represented CEZ, the largest electricity producer and distributor in the Czech Republic, in the sale of its 50% joint venture share in Mitteldeutsche Braunkohlegesellschaft (MIBRAG), an integrated coal mining and power generating business in Germany, and the lignite power plant project "Profen" to Energetický a prùmyslový Holding.
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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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Trimble Navigation Limited
Acquisition of PeopleNet Communications Corporation
Represented Trimble Navigation Limited, developer of positioning systems based on the US government-owned GPS satellite network, in its $235 million acquisition of PeopleNet Communications Corporation, provider of Internet-based and integrated onboard computing and mobile communications systems.
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Apple Inc.
Successful Bid for Nortel Patents
Represented Apple, a member of Rockstar Bidco, a consortium whose members also include EMC Corp., LM Ericsson, Microsoft, Research In Motion and Sony, in the winning $4.5 billion section 363 auction bid for a portfolio of 6,000 patents and patent applications of bankrupt Nortel Networks, which cover a range of wired, wireless and digital communication technologies. This transaction was named by The Deal as among the top M&A transactions for 2011 based on degree of difficulty or complexity.
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SLD (Sojusz Lewicy Demokratycznej)
Sale of Warsaw Office Building
Advised Polish political party SLD in its sale of a Warsaw office building to commercial real estate investor Radius Projekt.
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KAMIS S.A.
Sale of Kamis to McCormick & Company
Advised Kamis S.A. and its shareholders, in relation to the sale of 100% of shares in Kamis S.A. to McCormick & Company Incorporated (NYSE: MKC), the world leader in the condiments and spices industry.
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General Electric Company
Sale of Unison Engine Components
Counsel to the General Electric Company in the sale of its US and UK Unison Engine Components units, manufacturers of flash-welded and cold-rolled rings for jet engine and gas turbine applications, to subsidiaries of Precision Castparts Corp., manufacturers of complex metal components and products.
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The Port Authority of New York & New Jersey
Expansion and Upgrade of the Port Newark Container Terminal
Represented The Port Authority of New York & New Jersey in a restructuring and development transaction involving the expansion of the terminal facility operated by Port Newark Container Terminal LLC (PNCT), including a $500 million capital commitment by PNCT to upgrade and expand the existing facility to a state-of-the-art marine container terminal facility and a container throughput guaranty by Mediterranean Shipping Company, the world’s second largest shipping company, to annually increase its cargo container volumes to over 1.1 million containers by November 2030.
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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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Citi
Going Private Acquisition of Funtalk China Holdings
Represented Citi, financial advisor to a consortium group, in the group's $443 million acquisition of Funtalk China Holdings, a NASDAQ-listed Chinese retailer and wholesale distributor of mobile communications devices, in a going-private transaction.
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FPIC Insurance Group, Inc.
Acquisition by The Doctors Company
Counsel to FPIC Insurance Group, publicly listed provider of medical professional liability insurance for physicians, dentists, and other healthcare professionals, in its acquisition by The Doctors Company, a privately held firm which is largest US insurer of physician and surgeon medical professional liability.
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Iron Mountain Incorporated
Sale of Certain Digital Operations
Represented Iron Mountain, a provider of records management, information destruction and data backup services, in the $380 million sale of its online backup & recovery, digital archiving and eDiscovery solutions to Autonomy Corporation, a leader in the development of meaning based computing.
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Trimble Navigation Limited
Tender Offer for Tekla
Represented US-based Trimble Navigation, developer of GPS systems and software including surveying, mapping and marine navigation equipment, in its €337 million public tender offer for all issued and outstanding shares in Finland-based Tekla Corporation, provider of Building Information Modeling (BIM) software for the construction industry.
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Synventive Acquisition Inc.
Acquisition by Littlejohn & Co.
Represented Synventive Acquisition (SAI) (an Advent portfolio company), a manufacturer of molds for automobile parts, in a capital restructuring which resulted in majority ownership being acquired by private equity firm Littlejohn & Co.
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A Group of Lending Institutions Led by Northstar Realty Finance and Fortress Investment Group
Sale of Xanadu to Triple Five
Counsel to a group of lending institutions led by Northstar Realty Finance and Fortress Investment Group in the sale of the leasehold interest to the $2 billion unfinished entertainment/retail complex (formerly known as "Xanadu") at the Meadowlands Sports Complex in New Jersey to Canada-based Triple Five Worldwide, a global shopping mall owner and operator, hotel operator and real estate company.
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Getty Images, Inc.
Acquisition of Photolibrary
Represented Getty Images, a supplier of creative and still and moving images and illustrations, in its acquisition of Photolibrary, a leading provider of creative stills imagery with an established presence in India, the Middle East and Southeast Asia.
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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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AIG Rail Services, Inc.; AIG Equipment Finance Holdings, Inc.
Sale of AIG Rail Services to Perella Weinberg Partners
Represented railcar leasing firm AIG Rail Services, a subsidiary of multiline insurer AIG, in the sale of AIG Rail Services to Perella Weinberg Partners as part of AIG's efforts to shed non-core assets.·
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Getty Images, Inc.
Acquisition of PicScout
Represented Getty Images, a supplier of creative, still and moving images and illustrations, in its acquisition of PicScout, a provider of image information services which help, among others, owners, licensors, creative professionals and application developers find available images, validate image ownership and track image use.
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Alfa, S.A.B. de C.V.
Acquisition of AT&T Corporation’s Stake in Alestra, S. de R.L. de C.V.
Represented ALFA, a Mexico-based industrial conglomerate, in its acquisition of US-based telecommunications company AT&T’s 49% stake in Alestra, a major telecommunications service provider in Mexico, making ALFA the sole shareholder of Alestra.
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Core-Mark Holding Company, Inc.
Acquisition of Forrest City Grocery
Represented Core-Mark Holding Company, one of the largest distributors to the convenience retail industry in North America, in its acquisition, via an all-cash merger, of Forrest City Grocery, a wholesale distributor servicing customers primarily in the Southeastern US.
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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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Citi
Colgate-Palmolive's Acquisition of Sanex
Counsel to Citi, financial advisor to Colgate-Palmolive, in Colgate's €672 million acquisition from Unilever of stock and assets constituting the Sanex personal care products brand.
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DIC Asset AG
Acquisition of Retail Properties in Chemnitz and Bremen
Represented DIC Asset AG, a leading German commercial real estate investment company, in its €108 million share deal to acquire two retail properties in Chemnitz and Bremen with department store Galeria Kaufhof as the tenant, from a joint venture controlled by affiliates of AREA Property Partners and Rida Development Corporation.
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Evercore Partners Inc.
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 billion acquisition by Berkshire Hathaway, the second largest acquisition in Berkshire Hathaway's history.
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Citadel Broadcasting Corporation
Sale to Cumulus
Counsel to Citadel, the third-largest radio group in the US, in its $2.4 billion cash-and-stock sale to publicly traded Cumulus Media, the second-largest radio station ownership group in the US, making Cumulus the largest “pure-play” radio group, with over 500 stations. This transaction was named a 2011 M&A Deal of the Year by The Deal based on degree of difficulty or complexity.
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Centro Retail Trust
Sale of US Shopping Centers to Blackstone
Counsel to Centro Retail Trust, a retail property ownership fund, in the $9.4 billion sale of the US shopping center portfolio (588 properties) of Centro Properties Group, a manager of shopping malls in Australia, New Zealand and the US, to the Blackstone Group, the world’s largest private-equity firm.
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Dometic Group
Acquisition by EQT V
Advised the management team of the Dometic Group, global provider of leisure products for the caravan, motor-home, car, truck, hotel and boat industries, in connection with the SEK 12 billion (US$1.9 billion) acquisition by EQT V, a private equity fund, of Dometic from a consortium of its lenders, the board of directors and the management team.
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North One Television Limited; North One Sport Limited
Sale of North One Sport to Convers Sports Initiatives plc
Advised North One Television on the sale of its subsidiary North One Sport, the global promoter for the World Rally Championship and manager of media distribution and content delivery for a series of rally/racing events, to Convers Sports Initiatives, which manages the commercial development of sports teams and associations.
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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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GROHE Group
Tender Offer for Joyou
Advised GROHE Group, the world's leading premium brand for sanitary fittings, on the €324 million voluntary public tender offer by its wholly owned subsidiary Grohe Asia AG for all shares of Joyou, the China-based manufacturer of bathroom, kitchen and other faucets. This is the first takeover offer by a German enterprise for a Chinese group of companies.
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General Electric Company
Acquisition of the Well Service Division of The John Wood Group
Counsel for US/Texas law matters to General Electric Company in GE's $2.8 billion acquisition of the well service division of UK-based John Wood Group, independent services provider for the oil and gas and power generation markets.
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American International Group, Inc.
Sale of Share Purchase Warrant to Issuer Allied World
Counsel to American International Group (AIG), leading international provider of property and casualty insurance and a founding shareholder of Allied World Assurance Company Holdings, a Switzerland-based provider of property, casualty and specialty insurance and reinsurance, in AIG's $53.6 million sale to Allied World of a warrant to purchase 2 million common shares of Allied World.
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PCCW Limited
Restructuring of Reach Ltd.
Represented PCCW Limited in the restructuring of Reach Ltd., its 50/50 international connectivity joint venture with Australian-based Telstra Corporation, resulting in the division of the majority of Reach’s global assets and operations among PCCW and Telstra.
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B Overseas Limited
Acquisition of a Minority Stake in the Maybourne Hotel Group
Represented B Overseas Limited (a company controlled by Sir David and Sir Frederick Barclay) in its acquisition of all the shares in Misland (Cyprus) Limited (a holding company owned by the Green Family), which owns approximately 24.8% of the parent company of the Maybourne Hotel Group, owner of The Berkeley, The Connaught and Claridge’s hotels in London.
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Darling International Inc.
Joint Venture with Valero to Produce Biodiesel
Represented food processing by-products recycler Darling International in the formation of Diamond Green Diesel Holdings, a joint venture with independent oil refiner Valero Energy to build and operate a $450 million refinery to produce 137 million barrels of renewable diesel annually, with financing to be based on a commitment by the US Department of Energy to issue an approximately $241 million loan guarantee under the Energy Policy Act of 2005 to support plant construction.
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Sir David Barclay; Sir Frederick Barclay
Purchase of an Interest in the Maybourne Hotel Group
Acted for Sir David and Sir Frederick Barclay in the contested purchase of shares and other interests in the Maybourne Hotel Group.
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General Electric Company
Joint Venture with Aviation Industry Corporation
In one of the largest Sino/foreign joint ventures and one of General Electric Company’s largest investments in Asia, represented GE in its joint venture with Aviation Industry Corporation of China (AVIC), to develop and market a new generation of avionics systems for the civil aviation market.
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Lockheed Martin Corporation
Joint Venture with Sikorsky Aerospace and Abu Dhabi Aircraft Technologies
Represented Lockheed Martin in its acquisition of an equity stake in Advanced Military Maintenance, Repair and Overhaul Center, a military aircraft overhaul center located in Abu Dhabi which is an $800 million joint venture with Sikorsky Aerospace Services and Abu Dhabi Aircraft Technologies.
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Evraz Vítkovice Steel, a.s.
Purchase of Integrated System of Secondary Metallurgy
Represented Evraz Vitkovice Steel, one of the largest Czech steel producers, in connection with the purchase and construction of an integrated system of secondary metallurgy.
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General Electric Capital Corporation
Sale of Mexican Consumer Mortgage Business Operations and Portfolio
Represented General Electric Capital Corporation in the sale of its consumer mortgage business in Mexico, including its $2 billion consumer mortgage portfolio, to Grupo Financiero Santander Mexico (a subsidiary of Spain's Grupo Santander).
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Deerfield Capital Corp.; Special Committee of the Board of Directors of Deerfield Capital Corp.
Merger with Commercial Industrial Finance Corporation
Advised the Special Committee of the Board of Directors of investment manager Deerfield Capital and Deerfield Capital itself on Deerfield's proposed $72.5 million business combination with leveraged loan credit products specialist Commercial Industrial Finance Corporation.
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Atos Origin S.A.
Acquisition of Siemens' IT Business
Counsel to French IT services provider Atos Origin in its €850 million acquisition of the information technology solutions and services business of electronics and electrical engineering provider Siemens, creating one of the largest information technology services companies in Europe.
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Dynamex Inc.
Acquisition by TransForce Inc.
Represented publicly traded same-day delivery and logistics services provider Dynamex in its $248 million acquisition by TransForce Inc., a leading Canadian provider of transportation and logistics services.
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General Electric
Tender Offer for Wellstream Holdings
US counsel to General Electric in its $1.3 billion cross-border tender offer for all outstanding shares of Wellstream Holdings, a UK provider of oil and gas transportation products and services for the subsea production industry.
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Apple Inc.
Acquisition of Intellectual Property Assets from Novell
Represented Apple, as a member of a consortium, in the purchase of various patents from Novell for $450 million as part of Novell's sale to Attachmate for $2.2 billion.
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Invalda AB
Merger of the Tiltra Group’s Business with Trakcja Polska S.A.
Advised Invalda, the majority shareholder of the Tiltra Group companies, a regional transport infrastructure construction group operating in Poland and Lithuania engaged in the design of roads and bridges, and other shareholders of the Tiltra Group companies in connection with their PLN777.5 million (US$265 million) sale of shares in the Tiltra Group companies to Trakcja Polska, the leading rail infrastructure construction group in Poland, in exchange for cash and shares and bonds of Trakcja Polska.
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IFCO SYSTEMS N.V.
Sale to Brambles
Represented Netherlands-based, publicly traded logistics service provider IFCO SYSTEMS in the €923 million sale of its shares held by Island International Investment Limited Partnership (a portfolio company of Apax Partners) and other shareholders to Brambles Limited, the listed Australian provider of supply chain and information management solutions.
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Darling International Inc.
Acquisition of Griffin Industries
Represented food processing by-products recycler Darling International in its $840 million acquisition of bakery feed and cooking oil recycler Griffin Industries, creating the leading independent renderer and bakery products and used cooking oil recycler in the US.
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The Howard Hughes Corporation
Spin-Off from General Growth Properties
Represented The Howard Hughes Corporation, a new entity created to hold General Growth Properties' (GGP) portfolio of master planned communities and other strategic real estate development opportunities, in its formation and spin-off from GGP as part of GGP's plan of reorganization.
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Eli Lilly and Company
Acquisition of Avid Pharmaceuticals, Inc.
Represented pharmaceutical maker Eli Lilly and Company in its acquisition of privately held Avid Radiopharmaceuticals, a molecular imaging company which has developed proprietary targeting agents for use in detection of Alzheimer's disease.
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Comverse Technology, Inc.
Sale of Ulticom, Inc. to Platinum Equity Partners
Counsel to Comverse Technology, a developer and marketer of telecommunications software, in connection with the sale of Ulticom, its majority-owned subsidiary and maker of signaling software that connects Internet and telecom service providers' switching and messaging systems, to Platinum Equity Partners.
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Ulticom, Inc.
Acquisition of Ulticom by Platinum Equity Partners
Counsel to Ulticom, a maker of signaling software that connects Internet and telecom service providers' switching and messaging systems, in its acquisition by Platinum Equity Partners.
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MorphoSys AG
Acquisition of Sloning BioTechnology
Advised Germany-based, publicly traded MorphoSys, one of the world's leading biotechnology companies focusing on fully human antibodies, on the acquisition of the German biotechnology company Sloning BioTechnology from financial investors KfW, HBM BioVentures, LBBW Venture Capital and Deutsche Effecten- und Wechsel-Beteiligungsgesellschaft, among others.
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Citi
VimpelCom Acquisition of Weather Investments
Advised Citigroup Global Markets Limited, financial advisor to VimpelCom, a Russia-based telecommunications group, in VimpelCom's acquisition of Weather Investments, a telecommunications investment company controlled by Naguib Sawiris, which owns 51.7% of Orascom Telecom and 100% of Wind Telecomunicazioni.
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Dynamex Inc.
Acquisition by Greenbriar
Represented publicly traded same-day delivery and logistics services provider Dynamex in its proposed $210 million acquisition by Greenbriar Equity Group.
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Safran SA
Acquisition of L-1 Identity Solutions
Counsel to French aerospace and security conglomerate Safran in its $1.19 billion acquisition of the greater part of US biometrics company, L-1 Identity Solutions.
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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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Macquarie Capital (USA) Inc.
American Physicians Service Group Acquisition by ProAssurance Corporation
Counsel to Macquarie Capital, financial advisor to property and casualty insurer American Physicians Service Group, in American Physicians' $233 million acquisition by property and casualty insurer ProAssurance Corporation.
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CA Technologies
Acquisition of Arcot Systems
Represented IT management software company CA Technologies in its $200 million acquisition of Arcot Systems, a privately held leader in providing advanced authentication and fraud prevention solutions through on-premise software or cloud services.
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Macquarie Capital (USA), Inc.
Acquisition of Modern Luxury Media's Assets
Represented Macquarie Capital in its joint venture with Dickey Publishing to acquire the assets of Modern Luxury Media, the largest city magazine publisher in the US. Macquarie also provided debt financing and financial advisory services for the transaction.
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Texas Instruments Incorporated
Sale of Cable Modem Product Line to Intel
Represented Texas Instruments, a manufacturer of semiconductors, in the sale of its cable modem product line to Intel Corporation, a manufacturer of microprocessors and semiconductors.
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ALL3MEDIA Limited
Acquisition of Optomen Television
Advised global TV producer and distributor ALL3MEDIA on the acquisition of Optomen Television Limited, one of the UK’s top factual TV producers and one of the UK’s biggest standalone TV producers, and the 49% portion which it doesn't already own of One Potato Two Potato, Optomen's joint venture with British chef, restaurateur and TV personality Gordon Ramsay.
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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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Capmark Financial Group Inc.; Credit Suisse Group AG; an affiliate of Fortress Investment Group LLC; other lenders
Takeover of Xanadu
Represented lenders, including Capmark Financial Group, Credit Suisse Group and an affiliate of Fortress Investment Group, in their takeover of the $2 billion unfinished New Jersey Meadowlands Xanadu shopping mall project from a group led by Colony Capital LLC after construction stalled and the Colony-led group was unable to raise additional equity. The lenders are negotiating with new developers to complete the project.
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Jerome Ternynck
Sale of MrTed to StepStone Solutions
Advised Jerome Ternynck, CEO and co-founder of MrTed, a leading provider of web-based on-demand talent acquisition solutions, on the sale of MrTed to Norway-based StepStone Solutions, one of the largest European SaaS (Software as a Service) companies which provides internet-based talent acquisition and management services.
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Core-Mark Holding Company, Inc.
Acquisition of Assets of Finkle Distributors
Represented Core-Mark Holding Company, one of the largest distributors to the convenience retail industry in North America, in its acquisition of the assets of Finkle Distributors, a regional convenience wholesaler servicing customers in New York, Pennsylvania and surrounding states.
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Trump Entertainment Resorts, Inc.
Restructuring and Recapitalization
Represented Trump Entertainment Resorts and certain of its subsidiaries (one of the largest casino operators/owners in Atlantic City, New Jersey) in the reorganization of their business under chapter 11 of the Bankruptcy Code. The reorganization included a $225 million equity infusion by certain creditors, the restructuring of the company's first lien credit facility through a $125 million cash payment and the issuance of new first lien term notes, the cancellation of $1.25 billion of second lien debt and all existing publicly held common stock, and the execution of a new trademark agreement with Donald J. Trump in exchange for new common stock and warrants. The company's chapter 11 plan became effective after a hotly contested, nine-day confirmation hearing.
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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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Texas Instruments Incorporated
Purchase of Semiconductor Manufacturing Facilities
Counsel to Texas Instruments in its purchase of two Japanese semiconductor wafer fabs and related manufacturing equipment located in Aizu-Wakamatsu, Japan, from Spansion Japan Limited under a court-approved plan of reorganization, increasing TI's analog semiconductor production capacity.
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Port Authority of New York and New Jersey
Acquisition of Global Marine Container Terminal Facility
Represented the Port Authority of New York and New Jersey in its acquisition of the 100 acre, Ontario Teachers' Pension Plan-owned, Global Marine Container Terminal facility in Jersey City and Bayonne, NJ and leaseback of the facility and an adjacent 70 acres for the $300 million plus development of a state of the art marine container terminal facility, an adjacent rail intermodal facility and a wind turbine electric generation facility. This will create the first and only marine container terminal in the region capable of handling the new super high capacity "post panamax" container ships which are expected to dominate the shipping industry following the 2014 expansion of the Panama Canal.
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Macquarie Capital
Alloy Sale to ZelnickMedia
Represented Macquarie Capital as financial advisor to Alloy, one of the largest US providers of targeted consumer media and marketing programs, in Alloy's sale to an investor group led by ZelnickMedia, a partnership of media executives and investors that owns interests in media enterprises.
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Credit Suisse
Dow Jones Credit Suisse Hedge Fund Indexes
Represented Credit Suisse in its joint venture with Dow Jones Indexes establishing the Dow Jones Credit Suisse Hedge Fund Indexes, broad market and investable indexes designed to track hedge fund performance. Terms of the JV cover the calculation, licensing, branding and marketing of what were formerly known as the Credit Suisse/Tremont Hedge Fund Indexes. Dow Jones Indexes will calculate, distribute and market the indexes, while Credit Suisse affiliates will continue to manage the financial products linked to them.
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Magna Entertainment Corp.
Chapter 11 Bankruptcy Sale
Represented racetrack and casino operator Magna Entertainment in its $43 million chapter 11 bankruptcy auction and sale, of Thistledown Racetrack to branded casino entertainment provider Harrah's Entertainment.
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Macquarie Capital (USA) Inc.
Denver FasTracks Eagle P3 Commuter Rail Project
Represented Macquarie Capital in its successful bid for the right to build FasTracks, Denver's proposed light rail project, which included setting up and negotiating, with Fluor Enterprises, Macquarie's technical partner in the bidding consortium, the agreements relating to the joint venture entity that made the bid. Counseled Macquarie regarding syndication of its interests in the JV.
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Archipelago Learning, Inc.
Acquisition of Educationcity Ltd.
Represented Archipelago Learning, a leading subscription-based online education company, in its $87 million acquisition of privately held UK-based Educationcity Ltd, a leading developer and publisher of an online K-12 educational content and assessment program.
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Extended Stay Hotels
Sale of Extended Stay Hotels
Counsel to Extended Stay Hotels, the largest owner of mid-priced extended stay hotels with over 680 hotels across 44 states and 2 Canadian provinces, in its Chapter 11 sale to a group comprising Centerbridge Partners, Paulson & Co. and Blackstone Real Estate Associates VI for $3.925 billion.
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GE Garanti Bank
Acquisition of Business and Assets of Garanti Bank’s Romanian Branch
Represented GE Garanti Bank, a joint venture vehicle of GE Capital and Garanti Bank, Turkey's second largest private bank, in its acquisition of the business and assets of Garanti Bank’s Romanian branch. The joint venture also includes GE’s Romanian consumer finance operations.
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Man Group plc
Acquisition of GLG Partners
Counsel to the UK-based asset management firm Man Group in its $1.6 billion cash and stock acquisition of US-based asset management firm GLG Partners.
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The Estée Lauder Companies Inc.
Acquisition of Smashbox Beauty Cosmetics
Represented The Estée Lauder Companies in its acquisition of Smashbox Beauty Cosmetics, a maker of photo studio-inspired prestige cosmetics, from Smashbox founders Dean and Davis Factor, great-grandsons of the makeup legend Max Factor, and private equity firm TSG Consumer Partners.
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C. R. Bard, Inc.
Acquisition of SenoRx
Represented C. R. Bard, manufacturer of surgical and medical instruments, in its $214 million acquisition of SenoRx, a company which designs, develops, manufactures and markets minimally invasive devices for the diagnosis and treatment of breast cancer.
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Macquarie Capital (USA) Inc.
Sale of Eastern Life and Health Insurance Company
Counsel to Macquarie Capital (USA), financial advisor to Eastern Insurance Holdings, in the sale of its wholly owned group benefits insurance subsidiary, Eastern Life and Health Insurance Company, to Security Life Insurance Company of America, a provider of dental and vision insurance.
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Symantec Corp.
Acquisition of GuardianEdge Technologies
Counsel to Symantec Corp. provider of security, storage and systems management software, in its acquisition of GuardianEdge Technologies, provider of email and data encryption technology.
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Getty Images, Inc.
Acquisition of Rex Features
Represented Getty Images, a supplier of creative and still and moving images and illustrations, in its proposed acquisition of celebrity and entertainment photography archive Rex Features, which includes Los Angeles–based Berliner Photography.
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CBS Sports
Broadcast Rights for NCAA's Men’s Basketball Championships
Counsel to CBS Sports (joining Turner Broadcasting System) in their $10.8 billion, 14-year television, Internet and wireless rights agreement with the NCAA to present the Division I Men’s Basketball Championship in 2011 through 2024.
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C. R. Bard, Inc.
Acquisition of FlowCardia, Inc.
Represented C. R. Bard, manufacturer of surgical and medical instruments, in its acquisition of FlowCardia, a company which designs and manufactures endovascular CTO recanalization products.
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The DIRECTV Group Inc.
$900 Million Recapitalization
Represented DIRECTV in a $900 million recapitalization involving the exchange by Dr. John C. Malone, Chairman of the Board of DIRECTV, and his family of all outstanding shares of Class B common stock for 26.5 million shares of Class A common stock, resulting in the reduction of the Malones' voting interest in DIRECTV from approximately 24.3% to approximately 3%.
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Mr. Tommy Hilfiger
Acquisition of Tommy Hilfiger B.V. by Phillips-Van Heusen
Represented Mr. Tommy Hilfiger, as minority shareholder, in the €2.2 billion acquisition of Tommy Hilfiger B.V., a leading purveyor of colorful preppy clothing, by Phillips-Van Heusen Corporation, the clothing conglomerate that owns Calvin Klein, Arrow and Izod.
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Emera Inc.
Acquisition of Maine & Maritimes
Represented Nova Scotia-based power company Emera in its acquisition of Maine-based electric utility company Maine & Maritimes, expanding Emera's presence in the Maine power market.
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Committee of Board of Trustees of Centerline Holding
Centerline Restructuring, Recapitalization and Sale of Business to Island Capital Group
Counsel to the Oversight Committee of the Board of Trustees (a Committee of Independent Directors) of Centerline Holding Company, one of the nation's largest commercial mortgage servicing specialists, in Centerline's comprehensive debt restructuring, recapitalization and sale of its real estate debt fund management and commercial mortgage loan special servicing business to Island Capital Group, a real estate management, investment and advisory firm led by New York real estate investor Andrew Farkas.
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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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Bioton S.A.
Sale of Antibiotics Business to Polpharma
Advised biotechnology company Bioton S.A. in connection with the $28 million asset sale of its antibiotics business to Polish pharmaceutical company Polpharma, including a provision for Polpharma to purchase Bioton’s laboratory in Duchnice, Poland.
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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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Numonyx Holdings B.V.
Sale of Numonyx Holdings B.V. to Micron Technology
Represented Numonyx Holdings, a joint venture among Intel, STMicroelectronics and Francisco Partners, in its approximately $1.27 billion sale to Micron Technology.
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Aleris International, Inc.
Rights Offering to Creditors
Represented Aleris International, pursuant to its chapter 11 bankruptcy plan, in its $609 million rights offering backstopped by affiliates of Oaktree Capital Management, Apollo Management and Sankaty Advisors. The offering will leave the Aleris creditors with a 100% equity holding in the company.
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Lightning Enterprises LP; Lightning Real Estate Holdings LP
Sale of the Tampa Bay Lightning
Represented Lightning Enterprises and Lightning Real Estate Holdings in their sale of the Tampa Bay Lightning National Hockey League franchise to Tampa Bay Sports & Entertainment, which is owned by Jeff Vinik and a related family entity. The sale includes the Lightning hockey team, the company which operates the St. Pete Times Forum and two parcels of adjacent land.
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Castle Hill Funds
Spin-off from Ignis Investment Managers
Advised Castle Hill Funds (and its managers), a UK and US-based investment manager, on their spin-off from Ignis Investment Managers, bringing under management from Ignis approximately $2.1 billion in assets.
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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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Anadarko Petroleum Corp.
Asset Acquisition
Represented natural gas company Anadarko E&P Company in its $310 million acquisition with Newfield Exploration Company of assets in the Maverick Basin of Southwest Texas of bankrupt TXCO Resources, a gas exploration and production company.
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Home Delivery Network Limited
Acquisition of DHL Domestic
Advised Home Delivery Network, the UK’s largest home delivery and collection service, on the acquisition of the UK domestic parcel delivery business of DHL Express (UK) Limited.
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Evraz Vitkovice Steel, a.s.
Long Term Supplies of Hot Metal
Representing Evraz Vitkovice Steel, one of the largest Czech steel producers, in connection with the long term supply of hot metal from ArcelorMittal Ostrava.
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Independent Directors of MGM Mirage
Legal Counseling
Provided legal counseling to the Independent Directors of MGM Mirage with respect to various matters.
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Nuance Communications, Inc.
Acquisition of SpinVox Limited
Represented US-based Nuance Communications, source of the world's largest portfolio of speech and imaging products, in its acquisition of UK-based SpinVox, provider of voice-to-text services to telecommunications companies.
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Hollywood Media Corp.
Sale of Theatre Direct NY
Represented entertainment industry ticket and ad seller Hollywood Media Corp. in its sale of online ticket sales agent Theatre Direct NY to Key Brand Entertainment, a developer, producer and distributor of live theatre in North America.
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Suez Environnement
Joint Venture Buy-Out
Advised Suez Environnement in its acquisition of Swire Pacific Limited's 50% interest in Swire SITA Waste Limited, a waste management company operating in the greater China market, for HKD 1.888 billion ($242 million).
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Samsung Electronics Co Ltd.
Production Plants Acquisition
Represented Samsung Electronics in its $70 million acquisition of the refrigerator and washing machine production plants of Poland-based Amica Wronki.
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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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General Electric Company; NBC Universal, Inc.
Joint Venture with Comcast for NBC Universal
Counsel to NBC Universal and parent General Electric in GE's $37.25 billion joint venture with Comcast for ownership of NBC Universal and Comcast's cable channels and regional sports networks, a deal which changed the media landscape by uniting a content provider with broad distribution platforms and created a media and entertainment industry giant consisting of cable TV networks, local TV stations, a movie studio and theme parks. Comcast took a 51% stake in the venture, which values NBC Universal at $30 billion. This transaction was named by The Deal as among the top M&A transactions for 2011 based on degree of difficulty or complexity.
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Mercuria Energy Asset Management B.V.
Acquisition of 3B Biofuels
Represented Mercuria Energy Asset Management B.V., on behalf of Switzerland-based energy trading company Mercuria Energy Group, Ltd., in its acquisition of Germany-based 3B Biofuels Gmbh & Co. KG, one of the largest biodiesel refineries in Europe, from investment and advisory firm Babcock & Brown Limited, which is in liquidation.
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Brookfield Asset Management Inc.; Brookfield Infrastructure Partners L.P.
Restructuring of Babcock & Brown Infrastructure
Represented Brookfield Asset Management and Brookfield Infrastructure Partners in their $1.1 billion investment in Babcock & Brown Infrastructure (now Prime Infrastructure), owner of transportation and utility assets worldwide, as part of a recapitalization of Babcock & Brown Infrastructure which also included purchase of a 49.9% economic interest in Dalrymple Bay Coal Terminal, in Queensland, Australia, and assumption of 100% of PD Ports, a leading ports business in northeast England.
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C. R. Bard, Inc.
Acquisition of Y-Med Inc.
Represented C. R. Bard, manufacturer of surgical and medical instruments, in its acquisition of Y-Med, a company focused on the development and manufacture of specialty catheters.
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RehabCare Group, Inc.
Merger with Triumph HealthCare
Represented RehabCare Group, Inc., a leading national provider of physical rehabilitation services, in its $570 million merger with Triumph HealthCare, a leading developer and operator of long-term acute care hospitals, creating the fourth largest post-acute hospital operator and the third largest long-term acute care hospital provider in the US.
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Starwood Hotels & Resorts Worldwide, Inc.
Sale of Bliss
Represented Starwood Hotels & Resorts Worldwide in the $100 million sale of Bliss World Holdings, a spa and skincare company, to Steiner Leisure Limited, a provider of spa services and products. The team at Weil worked with Michael T. Dojlidko, Associate General Counsel at Starwood, on the transaction.
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Edline LLC
Acquisition of TeacherWeb, Inc.
Represented educational technology firm Edline in its purchase of TeacherWeb, Inc., the leading provider of template websites for teachers’ use in the classroom and administrators’ use in schools and districts, from Archipelago Learning, LLC.
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Bioton S.A.
Sale of Bioton's Russian Subsidiary
Advised Bioton, a Poland-based biotechnological company, in its €30 million sale of liabilities and 38% of shares in Bioton Wostok ZAO, Bioton's Russian subsidiary, to Sanofi Europe, a listed France-based pharmaceuticals company.
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Shareholder Managers of Research Now plc
Acquisition by e-Rewards, Inc.
Represented the management team of publicly traded Research Now in its £85.1 million cash acquisition by privately held e-Rewards, creating a world leading online data collection and panel provider for market research.
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Optimus S.A.
Acquisition of CDP Group
Advised Optimus, a Warsaw-listed IT company, in connection with its $23 million acquisition of the CDP group, the largest Polish developer and distributor of computer games.
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Viasystems Group, Inc.
Merger with Merix Corporation
Represented printed circuit board manufacturer Viasystems Group in its merger with Merix Corporation, creating the largest publicly traded printed circuit board manufacturer by revenue in the US.
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CEZ, a. s.
Bid for Majority Stake in EC Zabrze and ZEC Bytom
Advised CEZ, the largest energy holding in CEE, in its bid for 85% of the shares in heat and power companies EC Zabrze and ZEC Bytom from the Polish State Treasury.
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FAIRPAY Solutions, Inc.
Equity Partnership with Riverside
Represented FAIRPAY Solutions, a healthcare information systems company, in the sale of substantially all of its common stock to an affiliate of The Riverside Company, a private equity firm.
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GE Aviation Systems Limited
Sale of Flight Control Actuation Product Line
Represented GE Aviation Systems in the sale of its flight control actuation product line by way of asset transfer to Moog Wolverhampton, a subsidiary of precision motion control products and systems manufacturer Moog, Inc.
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Genesis Lease Limited
Merger with AerCap Holdings N.V.
Represented aircraft leasing company Genesis Lease of Ireland in its $302 million merger with Dutch aircraft and engine leasing company AerCap, creating one of the world's largest independent aircraft leasing companies.
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Pilgrim's Pride Corporation
Bankruptcy/Reorganization Sale
Represented chicken processor and prepared-foods producer Pilgrim's Pride Corporation in its bankruptcy/reorganization sale of 64% of new common stock to Brazilian beef producer and exporter JBS, through its JBS USA Holdings subsidiary, for $800 million in cash.
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Magna Entertainment Corp.
Chapter 11 Bankruptcy Sale
Represented racetrack and casino operator Magna Entertainment Corp. in its $63 million chapter 11 bankruptcy sale of racetrack operator MEC Lone Star, L.P. to Global Gaming Solutions, LLC, a company owned by the Chickasaw Nation.
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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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CEZ Group
Contract for Purchase of Wind Turbines
Advised CEZ Group, the leading European power utility, on its investment in a second wind farm in Romania, which will become the largest on-shore wind farm in Europe. The latest project involved contracts with GE Energy for the supply, installation and maintenance of up to 101 wind turbines and is due to complete in 2011.
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Berkadia III, LLC
Acquisition of Capmark Financial's Mortgage Loan and Servicing Business
Represented Berkadia III, LLC, a joint venture of Berkshire Hathaway and Leucadia National Corporation, in its $1 billion+ acquisition of the mortgage loan origination and servicing businesses of commercial real estate finance company Capmark Financial Group Inc.
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Kinder Morgan Energy Partners, L.P.
Acquisition of Natural Gas Treating Business
Represented pipeline transportation and energy storage company Kinder Morgan Energy Partners, L.P. in its $266 million acquisition of Crosstex Treating Services, the natural gas treating business of Crosstex Energy Services, L.P. and Crosstex Energy Services GP.
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NBC Universal
Acquisition of Lifetime Entertainment Services
Represented NBC Universal in the acquisition of Lifetime Entertainment Services by A&E Television Networks and in negotiation of the joint venture agreement among NBCU, Disney-ABC Television Group and Hearst Corporation for the combined entity.
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Macquarie Bank Limited
Acquisition of Delaware Management Holdings, Inc.
Representing Macquarie Bank Limited in its $428 million acquisition of asset management firm Delaware Management Holdings from Lincoln National Corporation.
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SemFuel, L.P.
Asset Sale; Auction
Represented SemFuel (a subsidiary of SemGroup, L.P.) in the sale of substantially all of its assets to Noble Americas Corp., a wholly owned subsidiary of Singapore-based Noble Group Limited.
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Magna Entertainment Corp.
Chapter 11 Bankruptcy Sale
Represented racetrack and casino operator Magna Entertainment Corp. in its $80.25 million chapter 11 bankruptcy sale of racetrack and casino operator Remington Park, Inc. to Global Gaming Solutions, a company owned by the Chickasaw Nation.
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General Motors Corporation
Acquisition of Selected Facilities and Business from Bankrupt Entity
Represented General Motors Corporation in connection with its agreements with Delphi Corporation and Delphi's lenders for GM's acquisition, pursuant to Delphi's modified Chapter 11 Plan, of certain of Delphi's US facilities and Global Steering Business and for the joint acquisition by GM and Delphi's lenders of the balance of Delphi's US and non-US businesses. The total consideration for these transactions and related funding of Delphi exceeds $4 billion, in addition to forgiveness of $3.4 billion of debt owed to the lenders by Delphi.
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Magellan Health Services, Inc.
Acquisition of First Health Services Corporation
Advised Magellan Health Services in the $110 million acquisition of First Health Services Corporation, FHC, Inc., Provider Synergies, LLC and certain assets of Coventry Management Services, Inc.
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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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Lehman Brothers
Asset Sale in Bankruptcy
Represented Lehman Brothers in its bankruptcy liquidation sale of Lehman Brothers Trust Company, N.A. and Lehman Brothers Trust Company of Delaware to Neuberger Berman Group.
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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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Dollar Financial Corp.
Acquisition of Majority Stake in Optima
Advised Dollar Financial Corp., a NASDAQ-listed international financial services company, on its indirect acquisition of a 76% stake in Optima S.A., a Polish consumer lending company.
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KIPCO Asset Management Co.
Media Merger
Advised KIPCO and one of its portfolio companies, satellite broadcast company Showtime Arabia, in Showtime's merger with Orbit Group, creating the leading pay-TV platform in the Middle East and North Africa.
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Czech Railways
Sale of National Network Operation Business to Railway Infrastructure Administration
Provision of legal services to Czech Railways, a national railway company, in connection with the sale of its railway network operation business to Railway Infrastructure Administration, an agency of the Czech Republic established for the purposes of maintenance and operation of railway infrastructure in the Czech Republic.
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Polskie Gornictwo Naftowe i Gazownictwo S.A.
Long-Term Gas Supply Contract
Advised PGNiG, Poland's largest gas company listed on the Warsaw Stock Exchange, in connection with the negotiations and signing of an approximately $11 billion long-term purchase agreement for liquefied natural gas with Qatargas.
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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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Massachusetts Mutual Life Insurance Company
Life Insurance Joint Venture
Represented Massachusetts Mutual Life Insurance Company in its strategic collaboration with State Grid Corporation of China to jointly develop life insurance business in China through Yingda Taihe Life Insurance Company, a life insurance subsidiary of State Grid.
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Nomura International
Tender Offer for Majority Stake
Counsel to Nomura International (Hong Kong), financial advisor to Hurray! Holding Co., Ltd., a NASDAQ-listed Chinese media company, in a tender offer for 51% of the outstanding shares of Hurray! by Shanda Interactive Entertainment Limited, a leading interactive entertainment media company in China.
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SAirLines Europe BV
Sale of Minority Stake in PLL LOT
Advised SAirLines BV, the owner of the bankrupt company Swissair, in connection with the sale of all of its shares (representing 25.1% of the share capital) in PLL LOT S.A., Poland's national air carrier, to the state-controlled Towarzystwo Finansowe Silesia, an agency established to help restructure enterprises.
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Texas Instruments Incorporated
Acquisition of Luminary Micro
Represented Texas Instruments in its acquisition of microcontroller maker Luminary Micro, Inc.
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Citi
Acquisition of Access Lines
Advising Citi, financial advisor to Frontier Communications Corporation, in Frontier's purchase of approximately 4.8 million access lines from Verizon Communications Inc. in an all stock transaction valued at approximately $8.6 billion, including the assumption of approximately $3.3 billion of debt. Verizon will establish a newly formed entity for the access lines to be spun off to Verizon's shareholders and simultaneously merged with and into Frontier.
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DIRECTV
Merger of DIRECTV and Liberty Entertainment
Represented DIRECTV in its $28.5 billion combination with Liberty Entertainment, a company split off from Liberty Media Corporation.
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BHP Billiton Plc
Sale of a Subsidiary
Advised BHP Billiton in the sale of its Suriname subsidiary, N.V. BHP Billiton Maatschappij, an explorer of bauxite and other ores, to Alcoa World Alumina LLC.
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Microsoft Corporation
Proposed Strategic Alliance
Advised Microsoft Corporation in its proposed strategic alliance with Time Warner-AOL.
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Jones and Bartlett Publishers LLC
Acquisition of CDX Global
Represented Jones and Bartlett in the acquisition of CDX Global from DVP Media Pty Ltd and DVP Licensing Pty Ltd.
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Tomasz Morawski
Acquisition of an Equity Stake
Advised Tomasz Morawski, the founder and a minority shareholder of Sfinks Polska S.A., which operates restaurants in Poland and internationally, in connection with the indirect acquisition by OrsNet Sp. z.o.o. of all the shares in Sfinks owned by AmRest Sp. z.o.o.
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The Seafood Company Ltd
Acquisition of Pinneys of Scotland
Represented The Seafood Company in the acquisition of Pinneys of Scotland, which supplies premium quality smoked and fresh salmon as well as other seafood products, from Uniq.
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Netia S.A.
Sale of Telecommunication Assets
Advised Netia S.A., a leading telecommunication company listed on the Warsaw Stock Exchange, in connection with its PLN 65.4 million sale of UMTS equipment to P4, the operator of the PLAY mobile network in Poland.
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Severoceské doly a.s.
Acquisition of MIBRAG
Represented Severoceské doly (a CEZ Group member company) in the €404 million acquisition with the J&T Finance Group of Mitteldeutsche Braunkohlengesellschaft mbH (MIBRAG) from NRG Energy, Inc. and URS Corporation.
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The Foodvest Group
Acquisition of Findus UK
Represented the Foodvest Group in terminating a license to use the Findus brand in the UK and Ireland and regaining control of the Findus brand in those countries.
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Global Environment Fund
Acquisition of Majority Stake in Terszol
Represented Global Environment Fund in its acquisition, through an affiliate, of a 70% stake in Terszol Környezetvédelmi és Építoipari, a leading Hungarian waste management and environmental services company.
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Maxim Integrated Products, Inc.
Asset Acquisition
Represented Maxim in the purchase of the wireless control and secure transaction hardware product lines of Zilog.
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Texas Instruments Incorporated
Acquisition of CICLON Semiconductor Device Corporation
Represented Texas Instruments in its acquisition of CICLON Semiconductor Device Corp., a leading designer of power management semiconductors.
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Premier Foods plc; Le Pain Croustillant Ltd.; Sofrapain SAS
Sale of Le Pain Croustillant and Sofrapain
Represented Premier Foods plc, Le Pain Croustillant, and Sofrapain SAS in the sale of Le Pain Croustillant and Sofrapain to Nutrixo SAS.
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Maxim Integrated Products, Inc.
Acquisition of Innova Card
Counsel to Maxim in the acquisition of Innova Card, a fabless semiconductor manufacturer.
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Lehman Brothers
Auction of Banking Assets
Represented Lehman Brothers in the auction of its US and European merchant banking assets.
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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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Premier Foods plc; Martine Specialities SAS
Sale of Martine Specialities SAS
Represented Premier Foods and Martine Specialities in the sale of Martine to Cerea Capital, following a previous acquisition of a specialty bakery group (as part of RHM) in 2007.
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BancTec, Inc.; BTC International Holdings, Inc.
Sale of a Corporate Division
Counsel to BancTec and BTC International Holdings in the sale of BancTec's Information Technology Service Management division to QualxServ Holdings LLC.
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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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World Triathlon Corporation
Asset Acquisition
Represented World Triathlon Corporation in its acquisition of substantially all the assets of North America Sports, Inc. and NA Sports Inc.
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Baltic American Enterprise Fund; Aitecs Medical UAB
Sale of Viltechmeda UAB
Advised Baltic American Enterprise Fund and Aitecs Medical UAB in their sale of Viltechmeda UAB to Moog Inc.
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Recycled Paper Greetings
Prepackaged Chapter 11 Sale
Counsel to Recycled Paper Greetings, Inc. in its $151 million sale to American Greetings Corporation.
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Infogrames Entertainment S.A.
Acquisition of Cryptic Studios, Inc.
Represented Infogrames Entertainment in its acquisition of Cryptic Studios, a leading developer of massively multiplayer online games.
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Lehman Brothers
Chapter 11 MBO of Neuberger Berman
Represented Lehman Brothers in the management buyout of its investment management business, including Neuberger Berman, Lehman's fixed income business and certain of its private equity businesses.
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M.D. Sass Investor Services
Sale of TABS
Advised M.D. Sass Investor Services in its sale of Tax Advantage Bond Strategies to Eaton Vance Management.
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Goldman Sachs & Co.
Acquisition of National City Corporation
Represented Goldman, Sachs & Co., as financial advisor to National City Corporation, in its $5.2 billion acquisition by PNC Financial Services Group, Inc.
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Getty Images, Inc.
Acquisition of Jupiterimages Corporation
Represented Getty Images in its $96 million acquisition of Jupiterimages Corporation, a subsidiary of Jupitermedia Corporation.
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Education Media and Publishing Group
Formation of Emerging Markets Joint Venture
Represented Education Media and Publishing Group (EMPG) in formation with Istithmar World Capital of EMPG International (EMPGI), an emerging markets joint venture targeting the educational publishing sector in high-growth developing markets.
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Rockspring Property Investment Managers
Sale of Shares
Represented Rockspring in the sale of shares of various project companies owning the Bank Center office complex in downtown Budapest to GLL AMB Generali Bank Center S.a.r.l., Allianz Lebensversicherungs AG, and Allianz Versicherungs AG.
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Maxim Integrated Products, Inc.
Acquisition of Mobilygen
Represented Maxim Integrated Products, Inc. in connection with its acquisition of Mobilygen Corp.
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Bancroft Eastern Europe Fund
Exit Sale to Financial Buyer
Represented a consortium of investors including Bancroft Private Equity in the sale of Bonton Music, a.s., a Czech music publishing company, for an undisclosed sum.
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Ciech S.A.
Joint Venture
Advised Ciech S.A. in connection with its joint venture with ZA Kedzierzyn S.A. and ZA Tarnow S.A., Polish chemical producers, established for the purpose of the acquisition of a majority stake in Anwil S.A., a leading Polish chemical company, from PKN Orlen S.A.
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Cardinal Health, Inc.
Spin-off of Medical Technology Businesses
Represented Cardinal Health in the spin-off of its clinical and medical products businesses as CareFusion Corporation, a separate public company.
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Lehman Brothers
Sale of Eagle Energy Partners
Represented Lehman Brothers in its sale of Eagle Energy Partners to EDF Trading North America Management LLC and EDF Trading North America Inc. for approximately $230 million.
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Providence Equity Partners LLC
Acquisition of eTelecare Global Solutions
Represented Providence Equity Partners in its approximately $263 million acquisition, with Ayala Corporation, by tender offer of dual-listed eTelecare Global Solutions, a Philippine company focusing on business process outsourcing solutions listed in both the US and the Philippines.
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Lehman Brothers
Chapter 11 Sale of Investment Banking and Trading Businesses
Represented 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.
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CEZ Poland Distribution B.V.
Acquisition of the Remaining Shares in Elektrownia Skawina S.A.
Advised CEZ Poland Distribution B.V., a subsidiary of CEZ, a. s., in connection with its acquisition of a 25% stake + 1 share in Elektrownia Skawina S.A., a Polish power plant, from the State Treasury of the Republic of Poland. This acquisition involved the remaining shares in Elektrownia Skawina and currently CEZ, a. s. holds approximately 98% of the shares in this company.
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Lawrence Saper
Sale of Datascope Corp.
Represented Lawrence Saper, Chairman, CEO and largest shareholder of Datascope Corp. in its $841 million sale to Getinge AB.
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All3Media Group Limited
Investment in Kameleon Worldwide Limited
Advised All3Media on the investment in new brand agency Kameleon Worldwide Limited.
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All3Media Group Limited
Acquisition of Illumina Digital Limited
Advised All3Media Group Limited in the acquisition of Illumina Digital Ltd.
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Citi
Sale of UST Inc.
Represented Citi, financial advisor to UST, producer and marketer of moist smokeless tobacco products and wines, in the $11.7 billion sale of UST to Altria Group, Inc.
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Macquarie Holdings (USA), Inc.
Equity Interest Acquisition
Advised Macquarie Holdings in the acquisition of a minority stake in Harley Marine Services, Inc.
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Brookfield US Corporation; HIG, Inc.
Sale of HIG, Inc.
Represented Brookfield US Corporation and HIG, Inc., a property/casualty and excess of loss insurer, in the sale of HIG, Inc. to CastlePoint Reinsurance Holdings, Ltd.
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CEZ Group
Acquisition of Romanian Wind Farms
Acquisition by CEZ Group of the Fantanele and Cogealac wind farms in Romania from Continental Wind Partners LLC.
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Macquarie Communications Infrastructure Trust; Macquarie Communications Pylon (US) LLC/ DE LLC
Sale of Trans Pacific Pylon LLC/ DE LLC
Represented Macquarie Communications Infrastructure Trust and Macquarie Communications Pylon (US) LLC/ DE LLC in the $363 million sale of an indirect interest in Global Tower Partners, wireless tower operator, to Macquarie Infrastructure Partners II U.S., L.P./ DE LP, Macquarie Infrastructure Partners II International, L.P./ DE LP and MIP II Communication Holdings LLC/ DE LLC.
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ENER-G Holdings Plc.
Acquisition of Kipszer Klíma Controll Vállalkozási Kft.
Advised ENER-G Plc. on the acquisition of Kipszer Klíma Controll Vállalkozási Kft., provider of air conditioning systems and building machinery.
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Special Committee of NDS Group plc
Take Private of NDS Group
Represented the Special Committee of NDS Group in the $3.7 billion take private of NDS, which develops software solutions for the pay TV industry, by current majority shareholder News Corporation and affiliates of Permira Advisers LLP.
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Pirelli SpA
Acquisition & Merger of CyOptics
Represented Pirelli in connection with its strategic collaboration with CyOptics, Inc.
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General Electric Company
Joint Venture Between General Electric Company and Mubadala Development Co.
Represented General Electric Company in its formation of an $8 billion commercial finance joint venture with Mubadala Development Company PJSC.
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Stone Tower Equity Partners
Equity Financing for TowerCo
Represented Stone Tower Equity Partners in connection with its 25% stake in a consortium for TowerCo to acquire cell towers from Sprint Nextel Corporation.
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NextWave Wireless Inc.
Spectrum License Sale
Advised NextWave Wireless in a series of four sales of certain of its Advanced Wireless Services spectrum licenses for an aggregate consideration of $150.1 million.
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NBC Universal
Acquisition of The Weather Channel
Represented NBC Universal, Inc. in its $3.5 billion acquisition, with The Blackstone Group LLC and Bain Capital LLC, of The Weather Channel.
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American Capital
Sale of Soil Safe
Represented American Capital in the sale of Soil Safe and its affiliates, a soil remediation company, to Lake Capital.
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Netia S.A.
Acquisition of Tele2 Polska Sp. z o.o.
Represented Netia S.A. in connection with its acquisition of a 100% interest in Tele2 Polska Sp. z o.o. from Tele2 Sverige AB.
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All3Media Group Limited
Acquisition of Zoo Productions and Trans American Pictures
Represented All3Media, a portfolio company of Permira Funds, in its acquisition of Zoo Productions and Trans American Pictures and related entities.
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Citi
Acquisition of Anheuser-Busch
Represented Citi, financial advisor to Anheuser-Busch, in the approximately $52 billion acquisition of Anheuser-Busch by InBev.
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Macquarie Capital Advisers; Macquarie Special Situations Fund
Acquisition of Express Energy Services Operating LP
Represented Macquarie Capital Advisers and Macquarie Special Situations Fund (affiliates of Macquarie Group Limited, a publicly traded corporation) in the acquisition of Express Energy Services, a provider of oilfield services in Texas, Oklahoma, and the Gulf of Mexico.
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Lion Capital LLP
Merger of IAWS Group and Hiestand Holding
Advised Lion Capital LLP on the sale of a 32% stake in Hiestand Holding AG, the listed Switzerland based bakery and convenience food company to IAWS Group plc, the listed Irish food and agri-nutrition group, for a total consideration of €235 million.
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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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ABG S.A.; Asseco Poland S.A.
Acquisition of ABG S.A.
Advised Asseco Poland S.A., the largest IT company listed on the Warsaw Stock Exchange, and ABG S.A., another WSE-listed IT company, in connection with their share exchange merger through the acquisition of ABG S.A. by Asseco Poland S.A.
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Vertis, Inc.
Chapter 11 Merger with American Color Graphics
Represented Vertis, Inc. in connection with its reorganization pursuant to a pre-packaged Chapter 11 plan, including its merger with American Color Graphics.
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Evercore Partners Inc.
Spinoff of Time Warner Cable Inc. by Time Warner Inc.
Represented Evercore Partners as financial advisor to the Special Committee of Time Warner Cable in connection with the separation of Time Warner Cable and Time Warner.
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CBS Corp.
Acquisition of CNET Networks, Inc.
Represented CBS in the $1.8 billion acquisition of CNET Networks, Inc.
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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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NFI Empik Media & Fashion S.A.
Acquisition of Amersport Sp. z o.o., Soul Sp. z o.o. and PolAnd 1 Sp. z o.o.
Represented NFI Empik Media & Fashion S.A. in connection with a PLN 45.9 million acquisition of 100% in Amersport Sp. z o.o., Soul Sp. z o.o. and PolAnd 1 Sp. z o.o., by Optimum Sport Sp. z o.o., a subsidiary of NFI Empik Media & Fashion S.A.
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GE Commercial Finance
Acquisition of CitiCapital
Represented GE Commercial Finance in its acquisition of the Healthcare Finance, Private Label Equipment Finance, Material Handling Finance, Franchise Finance, Construction Equipment Finance, Bankers Leasing and CitiCapital Canada businesses comprising CitiCapital, representing over $13 billion in assets.
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IFCO Systems GmbH
Acquisition of STECO Holding GmbH
Represented IFCO Systems GmbH in the acquisition of STECO Holding GmbH.
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All3Media Group Limited
Start-up of Studio Lambert
Acted for All3Media in the start-up of one of its affiliated entities, independent television production company Studio Lambert.
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Czech Republic Ministry of Transport
Airport Authority Privatisation
Advised the Czech Republic Ministry of Transport in connection with the contemplated privatisation of the Prague Airport Authority by the Czech Government.
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L-1 Identity Solutions, Inc.
Acquisition of Digimarc Corporation
Represented L-1 Identity Solutions in its $310 million acquisition of Digimarc Corporation.
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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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Bebo, Inc.
Sale of Bebo
Represented Bebo in its $850 million sale to AOL.
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C. R. Bard
Acquisition of Specialized Health Products International, Inc.
Represented C. R. Bard in the $68 million cash acquisition of Specialized Health Products International, seller of vitamins and nutritional supplements
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CRH Products and Distribution Eastern Europe B.V.
Acquisition of Ferrobeton
Advised CRH plc. on the acquisition of the Hungarian Ferrobeton group and its subsidiaries in Romania, the Ukraine and Slovakia.
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Getty Images, Inc.
Sale of Getty Images
Represented Getty Images in its $2.4 billion sale to Hellman & Friedman LLC.
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Intel Corporation
Acquisition of Offset Software
Represented Intel Corporation in its acquisition of Offset Software.
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Qioptiq S.à r.l.
Acquisition of Point Source
Advised Qioptiq on its acquisition of Point Source Limited
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HIT Entertainment, Inc.; Gullane Entertainment Limited
Sale of Guinness World Records
Represented HIT Entertainment, Inc. and Gullane Entertainment Limited in the sale of Guinness World Records Limited to The Jim Pattison Group.
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OK Hockey LLC
Acquisition of Tampa Bay Lightning Hockey Club
Represented OK Hockey LLC in connection with the acquisition of the Tampa Bay Lightning Hockey Club from Palace Sports & Entertainment, Inc.
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General Electric Company
Acquisition of the Pressure Control Business of Hydril Inc.
Represented General Electric Company in the $1.1 billion acquisition of the Pressure Control Business of Hydril Inc. from Tenaris SA.
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UniCredit CA IB Polska S.A.
Sale of CDM Pekao S.A.'s Markets and Investment Banking Division
Represented CDM Pekao S.A. and UniCredit CA IB Polska S.A. in the sale of CDM Pekao's Markets and Investment Banking Division to UniCredit.
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Petrolinvest S.A.
Acquisition of Capital Energy S.A.
Represented Petrolinvest S.A. in the PLN308.5 million acquisition of Capital Energy S.A.
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Petrolinvest S.A.
Acquisition of Occidental Resources Inc.
Represented Petrolinvest S.A. in the PLN 588 million acquisition of a 38.1% stake in Occidental Resources Inc., increasing Petrolinvest's total interest in this company to 88.1%.
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Petrolinvest S.A.
Acquisition of TOO EMBA JUG NIEFT
Represented Petrolinvest S.A. in the PLN 118 million acquisition of a 29% stake in TOO EMBA JUG NIEFT, increasing Petrolinvest's total interest in this company to 79%.
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Ian Ellis
Sale of Land Securities Trillium
Advised Ian Ellis, the CEO of Land Securities, regarding the £750 million sale of Land Securities Trillium Limited to Telereal Services Limited.
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Management of Capital Z Investment Partners, LLC Hedge Fund Sponsorship Business
Management Buyout of Capital Z Hedge Fund Sponsorship Business
Advised Capital Z Investment Partners in connection with the sale of its hedge fund sponsorship business to Paine & Partners and management.
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Chris Stone
Take Private of Northgate Information Solutions plc
Advised CEO Chris Stone and members of senior management in connection with their investment in the Northgate Information Solutions group following the take private of Northgate Information Solutions plc by Kohlberg Kravis Roberts & Co (KKR).
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Yildiz Holding AS
Acquisition of Godiva Chocolatier Inc.
Represented Yildiz Holding AS in the $850 million acquisition of Godiva Chocolatier Inc. from Campbell Soup Company.
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Altra Holdings, Inc.
Sale of Electronics Division of TB Wood's Corporation
Represented Altra Holdings, Inc. in the sale of the Electronics Division of TB Wood's Corporation to Vacon, Inc.
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Special Committee of Deerfield Triarc Capital Corp.
Acquisition of Deerfield & Company LLC
Represented the Special Committee of the Board of Directors of Deerfield Triarc Capital Corp. in the acquisition of Deerfield & Company LLC from Triarc Companies, Inc.
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Intel Corporation
Acquisition of Neoptica
Represented Intel Corporation in its acquisition of Neoptica, Inc.
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Lehman Brothers Bank; FSB
Sale of Dolphin Capital Corporation
Represented Lehman Brothers Bank, FSB in the sale of Dolphin Capital Corporation to LEAF Financial Corporation and Leaf Funding, Inc.
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CTL Logistics SA; Mr. Jaroslaw Pawluk
Acquisition of CTL Logistics SA
Represented CTL Logistics SA and its founder, Jaroslaw Pawluk, in connection with the acquisition of CTL Logistics SA by Bridgepoint funds.
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Arsida Limited
Sale of Átrium Park Office Complex
Represented Arsida Limited (a subsidiary of real property developer Wallis Real Estate Zrt.) in connection with the sale of the Átrium Park office complex to ImmoEast GmbH.
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Electronic Data Systems Corporation
Acquisition of Saber Holdings, Inc.
Represented Electronic Data Systems Corporation in the $420 million acquisition of Saber Holdings, Inc.
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Citi
Sale of Beam Wine Estates, Inc.
Representing Citi as financial advisor to Fortune Brands, Inc. in the $885 million sale of Beam Wine Estates, Inc. to Constellation Brands, Inc.
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Macquarie Infrastructure Investment Management Ltd.; Goldman Sachs
Acquisition of Waste Industries USA, Inc.
Represented Macquarie Infrastructure Investment Management Ltd. and Goldman Sachs in the $544 million acquisition of Waste Industries USA, Inc., which provides waste collection, transfer, disposal, and recycling services to commercial, industrial, and residential customers in the US.
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Morgan Stanley
Acquisition of Tektronix, Inc.
Represented Morgan Stanley, as financial advisor, in the $2.8 billion acquisition of Tektronix, Inc. by Danaher Corporation.
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Texas Instruments Incorporated
Acquisition of Powerprecise Solutions Inc.
Represented Texas Instruments Incorporated in the acquisition of Powerprecise Solutions Inc.
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NBC Universal
Acquisition of Oxygen Media, LLC
Represented NBC Universal in the $925 million acquisition of Oxygen Media, LLC.
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Merrill Lynch & Co., Inc.
Acquisition of Global Wire and Cable Business of Freeport-McMoRan Copper & Gold Inc.
Represented Merrill Lynch & Co., Inc., as financial advisor to General Cable Corporation, in its $735 million acquisition of Global Wire and Cable Business of Freeport-McMoRan Copper & Gold Inc.
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GE Commercial Finance
Acquisition of Credit Card Receivables of Chevron USA Inc. and Chevron Bank NA.
Represented GE Money in the acquisition of the credit card receivables of Chevron USA Inc. and Chevron Bank NA.
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NBC Universal
Acquisition of Sparrowhawk Media Ltd.
Represented NBC Universal in the $350 million acquisition of Sparrowhawk Media Ltd.
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PolyMedica Corporation
Sale of PolyMedica Corporation
Represented PolyMedica Corporation in its $1.5 billion sale to Medco Health Solutions, Inc.
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Hollywood Media Corporation
Sale of Hollywood Media Corporation's Source Business
Represented Hollywood Media Corporation in the sale of its Source business to West World Media, LLC.
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RealNetworks, Inc.
Formation of Rhapsody America
Represented RealNetworks, Inc. in its joint venture with MTV Networks to form Rhapsody America.
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All3Media Group Limited
Acquisition of Objective Productions Limited
Represented All3Media Limited in the acquisition of Objective Productions Limited.
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Intel Corporation
Investment in VMware, Inc.
Represented Intel Corporation in its investment in VMware, Inc.
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Africa Israel Investments Ltd.
Acquisition of 60.5 Acres Adjacent to Hard Rock Hotel & Casino in Las Vegas, Nevada
Represented Africa Israel Investments Ltd. (a member of WAICCS Las Vegas LLC, a consortium including The Witkoff Group, Cipriani Properties and The Edge Group) in the $625 million acquisition of 60.5 acres of vacant land adjacent to Hard Rock Hotel & Casino in Las Vegas, Nevada from Edge Star Partners LLC and Edge Las Vegas Development LLC.
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Macquarie Infrastructure Partners; Macquarie Communications Infrastructure Group
Acquisition of Global Tower Partners
Advised an investor group led by Macquarie Infrastructure Partners and Macquarie Communications Infrastructure Group in the $1.425 billion acquisition of Global Tower Partners, the leading US wireless tower operator.
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PRI POL-AQUA S.A.
Acquisition of Vectra S.A.
Represented P.R.I. POL-AQUA, a Poland-based company which provides construction services for engineering projects such as roads and pipelines, in its acquisition of Vectra, a Poland-based residential construction firm.
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Baltic-American Enterprise Fund
Sale of AmCredit
Represented Baltic-American Enterprise Fund in the sale of AmCredit to Allied Irish Banks.
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Texas Instruments Incorporated
Sale of DSL Business of Texas Instruments
Represented Texas Instruments Incorporated in the sale of its DSL Customer Premises Equipment business to Infineon Technologies, AG.
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All3Media Group Limited
Acquisition of Maverick Television Limited
Represented All3Media Limited in the acquisition of Maverick Television Limited from Advantage Creative West Midlands Ltd.
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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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Avaya Inc.
Going Private Transaction of Avaya
Advised Avaya, a leader in enterprise telephony equipment, in its $8.3 billion sale to Silver Lake Partners and TPG Capital.
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Bear Stearns & Co., Inc.
Sale of Accredited Home Lenders Holding Co.
Represented Bear Stearns & Co., as financial advisor to Accredited Home Lenders Holding Co., in its $295 million going private sale to a subsidiary of Lone Star Fund V (U.S.), L.P.
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Jefferies Group, Inc.
Acquisition of LongAcre Partners Limited
Represented Jefferies Group, Inc. in the acquisition of LongAcre Partners Limited.
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CBS Corporation
Acquisition of Last.fm Ltd.
Represented CBS Corporation, the US mass media company, on its agreement to acquire Last.fm, the UK online radio networking site, from Index Ventures for $280 million.
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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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Lehman Brothers
Acquisition of Archstone-Smith Trust
Represented Lehman Brothers in connection with the $22.2 billion acquisition of Archstone-Smith Trust by Tishman Speyer Properties and Lehman Brothers.
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Patak's Foods Ltd.
Sale of Patak's Foods Ltd.
Represented Patak's Foods Ltd on the sale of the Patak's business from the founders, the Pathak family, to Associated British Foods plc.
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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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Formica Corporation
Sale of Formica Corporation
Advised Formica Corporation (a portfolio company of Cerberus Capital Management and Oaktree Capital Management) in connection with its $700 million sale (excluding performance-based payments) to Fletcher Building Ltd.
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Citi
Acquisition of Stride Rite Corporation
Represented Citi, as financial advisor to Payless ShoeSource Inc., in their $828 million acquisition of Stride Rite Corporation.
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General Electric Company
Sale of GE Plastics
Represented General Electric Company in its $11.6 billion sale of GE Plastics to Saudi Basic Industries Corporation (SABIC).
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Hanson plc
Sale of Hanson plc
Represented Hanson plc in its £8 billion sale to Heidelberg Cement AG.
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Reuters Group plc
Acquisition of Reuters Group plc by The Thomson Corporation
Represented Reuters Group plc in its £8.7 billion acquisition by The Thomson Corporation.
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Elementis plc
Sale of Global Pigments Business of Elementis plc
Represented Elementis plc in the sale of its global pigments business to Rockwood Specialties Group, Inc.
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Citi; Goldman Sachs
Bid for Alcan Inc.
Represented Citi and Goldman Sachs, as financial advisors to Alcoa Inc., in its $33 billion bid for Alcan Inc.
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L-1 Identity Solutions, Inc.
Acquisition of Advanced Concepts, Inc.
Represented L-1 Identity Solutions in the acquisition of Advanced Concepts.
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NextWave Wireless Inc.
Acquisition of IPWireless Inc.
Represented NextWave Wireless Inc. in the acquisition of IPWireless Inc.
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Evercore Partners Inc.
Sale of First Data Corporation
Represented Evercore Partners, financial advisor to First Data Corporation, in the $27 billion going private sale of First Data to Kohlberg Kravis & Roberts.
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Villeroy & Boch AG
Sale of V&B Fliesen GmbH
Represented Villeroy & Boch AG on the sale of a majority share of 51% in V&B Fliesen GmbH to Eczacibasi Group.
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Lone Star Technologies
Sale of Lone Star Technologies
Represented Lone Star Technologies in its $2.1 billion sale to United States Steel Corp.
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Samson Investment Company
Tender Offer for PYR Energy Corporation
Represented Samson Investment Company in the tender offer to purchase all outstanding shares of PYR Energy Corporation.
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Advent International Corporation
Sale of Fat Face Group Ltd.
Advised Advent International in connection with the £360 million sale of Fat Face Group, a UK clothing retailer, to Bridgepoint Capital Ltd.
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Port Authority of NY & NJ
Sale of Maher Terminals Inc.
Represented The Port Authority of New York and New Jersey in the sale of Maher Terminals to RREEF Infastructure, Deutsche Bank's infrastructure fund.
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Port Authority of NY & NJ
Sale of Port Newark Container Terminal
Represented The Port Authority of New York & New Jersey in the sale by Dubai Ports of P&O Ports America (including Port Newark Container Terminal) to American International Group (AIG).
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GE Commercial Finance
Proposed Acquisition of PHH Corporation
Advised GE Commercial Finance in connection with the proposed $1.8 billion going private acquisition of fleet management firm PHH Corporation.
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GE Commercial Finance
Proposed Sale of PHH Mortgage
Advised GE Commercial Finance in the proposed sale of PHH Corp.'s residential mortage business to The Blackstone Group.
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SEACOR Holdings Inc.
Acquisition of Waxler Transportation Company and Waxler Towing Company
Represented Seacor Inland River Transport, Inc. (a subsidiary of SEACOR Holdings, Inc.) in its acquisition of the inland river assets of Waxler Transportation Company and Waxler Towing Company.
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Sunterra Corporation
Sale of Sunterra Corporation
Represented Sunterra Corporation in its $700 million sale to Diamond Resorts, LLC.
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Mayfair Investcorp. Ltd.
Sale of TVK NyRt.
Represented Mayfair Investcorp. Ltd. in the €200 million sale of a 32% controlling interest in TVK NyRt. to MOL NyRt.
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Mayfair Investcorp. Ltd.
Acquisition of TVK NyRt.
Represented Mayfair Investcorp. Ltd. in the €200 million acquisition of a 32% interest in TVK NyRt. from VCP Capital Partners Unternehmenseratungs Ag.
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Getty Images, Inc.
Acquisition of MediaVast, Inc. (a/k/a WireImage)
Represented Getty Images in its acquisition of MediaVast (a/k/a WireImage).
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Altra Holdings, Inc.
Acquisition of TB Wood's Corporation
Advised Altra Holdings, Inc. (a Genstar Capital portfolio company) in connection with its acquisition of TB Wood's Corporation, an established designer, manufacturer and marketer of electronic and mechanical industrial power transmission products, for $24.80 per share.
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Florida Rock Industries Inc.
Sale of Florida Rock Industries Inc.
Represented Florida Rock Industries Inc. in its $4.6 billion sale to Vulcan Materials Co.
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Goldman Sachs & Co.
Sale of Mills Corp.
Represented Goldman Sachs & Co., as financial advisor, in the $5.7 billion sale of Mills Corp. to Simon Property Group, Inc. and Farallon Capital Management, L.L.C.
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General Electric Company
Sale of GE's North American Modular Space Business
Represented General Electric Company in the sale of GE's North American modular space business to Resun Corporation.
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Koch Industries, Inc.
Acquisition of Base Chemicals and Polymers Business of Huntsman Corporation
Represented Flint Hills Resources, LLC (a subsidiary of Koch Industries, Inc.) in the $742 million acquisition of the base chemicals and polymers business of Huntsman Corporation.
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GE Commercial Finance
Acquisition of Asia Satellite Telecommunications Holdings Ltd.
Represented GE Commercial Finance in the acquisition of Asia Satellite Telecommunications Holdings Ltd. by Modernday Ltd., a company jointly owned by GE Commercial Finance and CITIC Group.
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General Electric Company
Share Exchange of SES Global for SES International Holdings Inc.
Represented General Electric Company in its EUR 1.238 billion exchange of its stake in SES Global for a stake in SES International Holdings (SIH).
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Comverse Inc.
Investment in Verint Systems Inc./Acquisition of Witness Systems Inc.
Represented Comverse Technology, Inc. in connection with an investment in its Verint Systems subsidiary and the related $938 million acquisition of Witness Systems by Verint.
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MyTravel Group plc
Merger of MyTravel Group plc
Represented MyTravel Group plc in its $5.6 billion merger with Thomas Cook Group plc and KarstadtQuelle AG.
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Building Materials Corporation of America
Acquisition of ElkCorp
Represented Building Materials Corporation of America in its $1.12 billion acquisition of construction materials and building products manufacturer ElkCorp.
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Florida Rock Industries, Inc.
Acquisition by Vulcan Materials Company
Secured antitrust clearance from the DOJ for the $4.2 billion acquisition of Florida Rock Industries, Inc. by Vulcan Materials Company. Florida Rock, a leading producer of construction aggregates, cement, concrete and concrete products, operated in the Southeast and Mid-Atlantic states. Vulcan Materials Co. is the nation’s foremost producer of construction aggregates and a major producer of other construction materials. We were able to successfully negotiate a settlement that required divestiture of a limited number of aggregates quarries.
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Kamis S.A.
Sale of "Warzywko" and "Perfecta" Brands
Represented Kamis S.A. in its sale of "Warzywko" and "Perfecta" brands to Podravka.
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Kuwait Projects Company Holdings KSC
Sale of National Mobile Telecommunications Company KSC
Represented Kuwait Projects Company Holding KSC in its £1.9 billion sale of a controlling interest in National Mobile Telecommunications Company KSC to Qatar Telecom QSC.
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Commercial Metals Company
Acquisition of a Steel Fabrication Business in Rosslau/Saxony-Anhalt
Represented Commercial Metals Deutschland GmbH (a subsidiary of Commercial Metals Company) in the acquisition of a steel fabrication business in Rosslau/Saxony-Anhalt from Brühler Stanhlhandel GmbH.
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General Electric Company
Acquisition of Vetco Gray
Represented General Electric Company in the $1.9 billion acquisition of Vetco Gray.
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NextWave Wireless Inc.
Acquisition of Go Networks Inc.
Represented NextWave Wireless Inc. in the acquisition of Go Networks Inc.
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Telefónica O2 Czech Republic, a.s.
Purchase of Minority Interest in Eurotel Praha, spol. s r.o. and Following Merger of Eurotel Praha into Telefónica O2 Czech Republic
Represented Telefónica O2 Czech Republic, in connection with its acquisition of a minority stake in Eurotel Praha and the following merger of Eurotel Praha into Telefónica O2 Czech Republic.
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The DIRECTV Group, Inc.
Sale of DIRECTV Stake
Represented The DIRECTV Group, Inc. in the sale by News Corp. of its 41% interest in DIRECTV to Liberty Media in exchange for shares in News Corp. owned by Liberty.
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Special Committee of the Board of Directors of TC PipeLines, LP
Acquisition of Great Lakes Gas Transmission, LP
Represented the Special Committee of the Board of Directors of TC PipeLines in the $962 million acquisition of Great Lakes Gas Transmission from El Paso Corporation.
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Merrill Lynch & Co., Inc.
Sale of MacDermid, Inc.
Represented Merrill Lynch & Co., Inc., as financial advisor to MacDermid, Inc. in the $1.3 billion going private sale to CEO Daniel Leever, along with Court Square Capital Partners and Weston Presideo.
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PKN ORLEN S.A.
Acquisition of AB Mazeikiu Nafta
Represented PKN ORLEN S.A. in its $2.3 billion acquisition of AB Mazeikiu Nafta from Yukos International UK B.V.
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Hicks Holdings, LLC
Acquisition of Timken Latrobe Steel
Represented Hicks Holdings LLC, as a member of a consortium, in the $250 million acquisition of the Latrobe Steel subsidiary of The Timken Company.
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Legacy Partners Group LLC
Acquisition of Gold Kist Inc.
Represented Legacy Partners Group LLC, as financial advisor, to Pilgrim's Pride Corp. in its $1.2 billion acquisition of Gold Kist Inc.
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Premier Foods plc
Acquisition of RHM plc
Represented Premier Foods on the recommended offer announced by Premier to acquire the entire issued and to-be-issued share capital of RHM, one of the UK's top flour millers.
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HM Rivergroup plc
Acquisition of Houghton Mifflin Company
Advised HM Rivergroup plc in connection with its $5 billion acquisition of Houghton Mifflin Company (a portfolio company of The Blackstone Group, Bain Capital and THL Partners).
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Alfa, S.A.B. de C.V.
Acquisition of the Hydro Castings Division of Norsk Hydro ASA
Represented Alfa S.A.B. de C.V. in the €416 million acquisition of the Hydro Castings division of Norsk Hydro ASA by Tenedora Nemak S.A. de C.V.
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Port Authority of NY & NJ
Sale of the Terminals Division of Orient Overseas Limited
Represented The Port Authority of New York & New Jersey in the $2.35 billion sale of New York Container Terminal and Global Container Terminal by Orient Overseas Port to Ontario Teachers' Pension Plan.
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Verizon Communications, Inc.
Sale of SkyTel Corp. by Verizon Communications Inc.
Represented Verizon Communications Inc. in the sale of SkyTel Corp. to Bell Industries, Inc.
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Vanguard Car Rental Group Inc.
Sale of Vanguard Car Rental EMEA Holdings Limited
Advised Vanguard Car Rental Holdings, the holding company created by private investment firm Cerberus, in relation to the sale of their car rental business in Europe, the Middle East and Africa in a deal valued at €670 million.
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Alfa, S.A.B. de C.V.
Acquisition of Teksid Aluminum Ltd. Operations
Represented Tenedora Nemak, S.A. de C.V. (subsidiary of Alfa, S.A.B. de C.V.) in the $500 million acquisition of Teksid Aluminum Ltd. (operations in North and South America, China and Poland).
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LIN Television Corporation
Sale of LIN TV Corp.'s Puerto Rico Television Operations
Advised LIN TV Corp. (a portfolio company of HM Capital Partners) in its $130 million sale of its Puerto Rico television operations to InterMedia Partners, L.P.
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Credit Suisse Group
Acquisition of London City Airport
Advised Credit Suisse Group in connection with its participation in the acquisition of London City Airport by the consortium of AIG Financial Products Corp. and Global Infrastructure Partners, a joint venture between Credit Suisse and GE Infrastructure.
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Lehman Brothers
Acquisition of Capital Crossing Bank
Advised Lehman Brothers in the acquisition of Capital Crossing Bank, a publicly traded company (CCB), and the subsequent sale to Leaf Financial of Dolphin, the equipment leasing division of CCB.
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AXA Private Equity
Acquisition of Eliokem Inc.
Represented AXA Private Equity in its €130 million acquisition of Eliokem Inc. from Littlejohn & Co.
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EMC Corporation
Acquisition of Network Intelligence Corporation
Represented EMC Corporation in the acquisition of Network Intelligence Corporation.
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Citi
Acquisition of Commonwealth Telephone Enterprises Inc.
Represented Citi as financial advisor to Citizens Communications Company in its $1.16 billion acquisition of Commonwealth Telephone Enterprises Inc.
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Dr. Eckhard Alt
Sale and Licensing of Patent Rights
Represented Dr. Eckhard Alt in a $75 million transaction with Medtronic, Inc. involving the sale and licensing of patent rights and the settlement of patent litigation involving cardiac rhythm management products (pacemakers, implantable defibrillators, etc.).
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GE Commercial Finance
Sale of CCE Holdings, LLC
Represented GE Commercial Finance, through its subsidiary GE Energy Financial Services, in the $1.5 billion sale of a 50% interest in CCE Holdings, LLC to Energy Transfer Partners, LP.
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DirecPath Holdings, LLC
Acquisition of Apartment MediaWorks
Represented DirecPath Holdings, LLC in its acquisition of Apartment MediaWorks LLC.
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Tandberg Data ASA
Acquisition of Exabyte Corporation
Represented Tandberg Data Corp. in its acquisition of Exabyte Corporation.
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GE Commercial Finance
Acquisition of the Natural Gas Retail Operations of Kinder Morgan, Inc.
Represented GE Commercial Finance, through its subsidiary GE Energy Financial Services, in the $710 million acquisition of the natural gas retail operations of Kinder Morgan, Inc.
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Lone Star Technologies Inc.
Joint Venture with Hengyang Valin MPM Steel Tube Co. Ltd.
Counsel to Lone Star Technologies in a joint venture with Hengyang Valin MPM Steel Tube Co., a Chinese state-owned steel tube manufacturer.
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McData Corporation
Merger of McData Corporation and Brocade Communications Systems, Inc.
Represented McData in its $713 million merger with Brocade Communications Systems.
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msystems Ltd.
Sale of msystems Ltd.
Represented msystems Ltd. in its $1.35 billion sale to SanDisk Corporation.
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Texas Instruments Incorporated
Joint Venture Formation of Adcore-Tech Co. Ltd.
Represented Texas Instruments Incorporated in its joint venture with NEC Corporation, NEC Electronics Corporation, Matsushita Electric Industrial Co. Ltd. and Panasonic Mobile Communications Co. Ltd. to form Adcore-Tech Co. Ltd.
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Simmons Company
Sale of Sleep Country USA
Represented Simmons Company in the sale of Sleep Country USA (retail sales unit of Simmons Company) to The Sleep Train, Inc.
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Viisage Technology Inc.
Acquisition of Iridian Technologies, Inc.
Represented Viisage Technology Inc. in its acquisition of Iridian Technologies, Inc.
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Premier Foods plc
Acquisition of the UK and Irish Businesses of the Campbell Soup Company
Represented Premier Foods plc in its $845 million acquisition of the UK and Irish businesses of the Campbell Soup Company.
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Citgroup Global Markets Inc.
Sale of ADVO, Inc.
Represented Citi, as financial advisor, in the $1.3 billion sale of ADVO, Inc. to Valassis Communications, Inc.
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International Wire Group, Inc.
Sale of Insulated Wire Division
Represented International Wire Group, Inc. in the sale of its insulated wire operations to Draka Holding N.V.
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Lehman Brothers
Acquisition of Kerr-McGee Corp. and Western Gas Resources
Represented Lehman Brothers, financial advisor to Kerr-McGee Corp., in the $23.3 billion acquisition of Kerr-McGee Corp. and Western Gas Resources by Anadarko Petroleum Corp.
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Citi
Acquisition of Green Mountain Power Corporation
Represented Citi, as financial advisor to Northern New England Energy Corporation, in the acquisition of Green Mountain Power Corporation.
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ACI Capital; MidOcean Partners
Sale of Jenny Craig Holdings, Inc.
Advised ACI Capital and MidOcean Partners in connection with their $600 million sale of Jenny Craig to Nestlé.
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Lehman Brothers; Merrill Lynch & Co.
Acquisition of Royal Group Technologies Limited
Represented Lehman Brothers and Merrill Lynch, as financial advisors to Georgia Gulf Corporation, in its $1.6 billion acquisition of Royal Group Technologies Limited.
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Core-Mark Holding Company, Inc.
Acquisition of Klein Candy Co.
Represented Core-Mark Holding Company in the acquisition of substantially all assets of Klein Candy Co.
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The Knot, Inc.
Acquisition of WeddingChannel.com, Inc. by The Knot
Represented The Knot in its acquisition of WeddingChannel.com.
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United Breweries Group
Bid for Taittinger CCVC (and its Subsidiaries, Including Bouvet-Ladubay, Domaine Carneros and Champcal Estates)
Represented McDowell & Company, Limited, a member of United Breweries Group, an India-based conglomerate headed by Dr. Vijay Mallya, in the bid for Taittinger CCVC (and its subsidiaries, including Bouvet-Ladubay, Domaine Carneros and Champcal Estates) primarily French, including US subsidiaries.
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Merrill Lynch & Co., Inc.
Acquisition of Engelhard Corporation
Represented Merrill Lynch, as financial advisor to Engelhard Corporation, in the $5 billion hostile bid by BASF Group.
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Invensys plc
Sale of Invensys Building Systems
Represented Invensys plc in the $296 million sale of Invensys Building Systems (formerly Advanced Building Systems) operations in the USA and Asia Pacific to Schneider Electric SA.
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Black Lion Beverages IV B.V.
Sale of Apollinaris & Schweppes GmbH
Represented Black Lion Beverages IV B.V., a portfolio company of Lion Capital and Blackstone, in the sale of Apollinaris & Schweppes GmbH to Coca-Cola Europe.
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Galvex Holdings Ltd.
Sale of Certain Assets and Equity Interests of Galvex Holdings Ltd.
Represented Galvex Holdings Ltd. in the sale of certain assets and equity interests to SPCP Group LLC.
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Templeton Strategic Emerging Markets Fund
Sale of CJSC Trade House Perekriostok
Represented Templeton Strategic Emerging Markets Fund in its €1.358 billion sale of CJSC Trade House Perekriostok to Pyaterochka Holding NV.
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Comverse Inc.
Acquisition of Netcentrex SA
Represented Comverse Inc. in the acquisition of Netcentrex SA.
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LUK-Ranch Entertainment, LLC
Indirect Acquisition of a 44% Stake in Premier Entertainment Biloxi LLC
Represented LUK-Ranch Entertainment, an indirect subsidiary of Leucadia National Corporation, in its acquisition of a 44% stake in Premier Entertainment Biloxi LLC, d/b/a Hard Rock Hotel & Casino Biloxi, from AA Capital Equity Fund, L.P. and AA Capital Co-Investment Biloxi, L.P.
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CAS Services Ltd.
Acquisition of Clinical Solutions LLC
Advised CAS Services Ltd. (a portfolio company of Bridgepoint Capital Partners) in connection with its acquisition of Clinical Solutions LLC.
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PMC-Sierra, Inc.
Acquisition of Passave Inc.
Represented PMC-Sierra, Inc. in its $300 million acquisition of Passave, Inc.
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Citi
Acquisition of Vincor International, Inc.
Represented Citi, as financial advisor to Constellation Brands Inc., in its C$1.27 billion acquisition of Vincor International, Inc.
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General Motors Corporation Board of Directors
Sale of General Motors Acceptance Corp. (GMAC)
Advised General Motors Corporation Board of Directors in connection with the $14 billion sale of a 51% interest in General Motors Acceptance Corp. (GMAC) to an investor group led by Cerberus Capital Management.
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Reader's Digest Association, Inc.
Acquisition of Allrecipes.com
Represented Reader's Digest Association, Inc. in its acquisition of Allrecipes.com.
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All3Media Group Limited
Acquisition of Artists Rights Group Ltd.
Represented All3Media Group Limited in its acquisition of Artists Rights Group Ltd.
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Banca Intesa S.p.A
Sale of Mining Concessions and Related Assets
Represented Banca Intesa S.p.A. in the sale of mining concessions and related mining assets owned by Banca Intesa and Gestiones y Recuperaciones de Activos SA, formerly known as Wiese Sudameris Leasing SA, to a subsidiary of Gold Hawk Resources Inc.
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Matsushita Electric Industrial Co., Ltd.; Panasonic Corporation of North America
Acquisition of the Assets of Tropian, Inc.
Represented Matsushita Electric Industrial Co., Ltd. and Panasonic Corporation of North America, its principal North American subsidiary, in its acquisition of the assets of Tropian, Inc.
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Viasystems Group, Inc.
Sale of Wire Harness Subsidiary
Represented Viasystems Group, Inc., a portfolio company of HM Capital, in the $320 million sale of its Wire Harness subsidiary to Electrical Components International Holdings Company.
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General Electric Company
Acquisition of SBS Technologies, Inc.
Represented General Electric Company in the acquisition of SBS Technologies, Inc.
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General Electric Company
Acquisition of ZENON Environmental Inc.
Represented General Electric Company in its $656 million acquisition of ZENON Environmental Inc.
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Activant Solutions Inc.
Sale of Activant Solutions Inc.
Advised Activant Solutions Inc. (a portfolio company of HM Capital Partners) in connection with its $785 million sale to Hellman & Friedman.
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International Wire Group, Inc.
Acquisition of Phelps Dodge High Performance Conductors of SC and GA, Inc.
Represented International Wire Group, Inc., in its acquisition of Phelps Dodge High Performance Conductors of SC and GA, Inc. from Phelps Dodge Corporation.
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Irving Place Capital (f/k/a Bear Stearns Merchant Banking)
Formation of Churchill Financial Holdings LLC
Advised Irving Place Capital in connection with the formation of Churchill Financial Holdings, a middle market commercial finance company.
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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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TC Pipelines, LP
Acquisition of a 20% Interest in Northern Border Pipeline Company
Represented The Special Committee of the Board of Directors of TC PipeLines, LP in its $420 million acquisition of a 20% interest in Northern Border Pipeline Company.
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Senior Subordinated Noteholders
Acquisition of Integrated Electrical Services, Inc.
Represented senior subordinated noteholders in the acquisition of Integrated Electrical Services, Inc.
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EnergySolutions, LLC
Acquisition of Duratek, Inc.
Advised EnergySolutions (a portfolio company of Lindsay Goldberg) in connection with its going private acquisition of Duratek, Inc.
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Merrill Lynch & Co., Inc.
Acquisition of American Medical Instruments Holdings, Inc.
Represented Merrill Lynch & Co., as financial advisor to Angiotech Pharmaceuticals Inc., in the $785 million acquisition of American Medical Instruments Holdings, Inc.
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CBS Corporation
Joint Venture to Form “The CW,” a New Broadcast Television Network
Represented CBS Studios, a subsidiary of CBS Corporation, in a joint venture with Warner Bros. Entertainment Inc., a subsidiary of Time Warner Inc., to form a new broadcast television network, “The CW.”
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NABI Autobuszipari Rt.
Sale of NABI, Inc. and the Business Assets of NABI, Rt.
Represented NABI Bus Industries Rt. and its US subsidiary, North American Bus Industries Inc., in its approximately $115 million debt and equity restructuring. Conway, Del Genio, Gries & Co., LLC in New York and Numerica LLP in London were the financial advisors to NABI. The business, assets and bank debt of NABI were sold to private equity firm, Cerberus Capital Management, for an undisclosed sum in one of the major private equity transactions in Hungary in 2006.
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Fujian Sedrin Group Co., Ltd.
Sale of Sedrin Brewery Co., Ltd.
Represented Fujian Sedrin Group Co., Ltd. in its $740 million sale of Sedrin Brewery Co., Ltd. to InBev N.V.
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Grohe Group
Schutzgemeinschaft der Kapitalanleger u.a. vs. Grohe Water Technology AG&Co KG.
Successfully represented the Grohe Group in an accelerated procedure to implement a merger between Grohe Water Technology AG & Co. KG and Grohe AG, despite ongoing litigation begun by objecting minority stakeholders.
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First Quantum Minerals, Ltd.
Acquisition of Adastra Minerals Inc.
Represented First Quantum Minerals in its acquisition of all outstanding common shares of Adastra Minerals, an acquiror, explorer, and developer of mineral resource properties in Africa, focussing primarily on cobalt, copper, zinc, and diamond minerals.
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Viisage Technology Inc.
Acquisition of Identix Inc.
Represented identity systems provider Viisage Technology Inc. in its $770 million acquisition of Identix Inc.
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Special Committee of Hughes Supply, Inc.
Sale of Hughes Supply to Home Depot Inc.
Represented the Special Committee of the Board of Directors of construction materials supplier Hughes Supply in the $3.47 billion sale of the company to Home Depot Inc.
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Tommy Hilfiger
Sale of Tommy Hilfiger Corporation
Advised Tommy Hilfiger in the $1.6 billion sale of Tommy Hilfiger Corporation to Apax Partners.
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Max Capital, LLC
Sale of the Johnsonite Division of Duramax, Inc.
Represented Max Capital, LLC in the sale of the Johnsonite division of Duramax, Inc. to Tarkett AG.
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Texas Instruments Incorporated
Acquisition of Chipcon Group ASA
Represented Texas Instruments Incorporated in its acquisition of Chipcon Group ASA.
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United BioFuels Europe AG
Acquisition of AgriCapital GmbH
Represented United BioFuels Europe AG in its acquisition of AgriCapital GmbH.
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Darling International Inc.
Acquisition of National By-Products, LLC
Represented Darling International Inc. in the acquisition of National By-Products, LLC.
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Isola Group S.à.r.l.
Acquisition of Cookson Group's Polyclad Laminates Business
Represented Isola Group S.à.r.l., a portfolio company of Texas Pacific Group, in the acquisition of Cookson Group's Polyclad laminates business from Cookson Group plc.
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Ingersoll-Rand Company Limited
Joint Venture with Shenzhen Bocom System Engineering Co., Limited
Counsel to Ingersoll-Rand in establishing a joint venture in Shenzhen with Shenzhen Bocom System Engineering Co., a leading security system manufacturer.
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General Electric Company
Sale of GE Insurance Solutions
Represented General Electric Company in the $8.5 billion sale of its insurance portfolio, GE Insurance Solutions, including Employers Reinsurance Corporation (ERC), to Swiss Reinsurance Company.
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Bear Stearns & Co., Inc.
Merger between Scientific-Atlanta, Inc. and Cisco Systems, Inc.
Represented Bear Stearns & Co., Inc., as financial advisor to Cisco Systems, Inc., in its $6.9 billion merger with Scientific-Atlanta, Inc.
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Macquarie Bank
Acquisition of ICON Parking
Represented Macquarie in the acquisition of ICON Parking from Goldman Sachs' Whitehall funds and the Mallah Family.
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Citi
Acquisition of Georgia-Pacific Corporation
Represented Citi, as financial advisor and lender to Koch Industries, Inc., in its $21 billion acquisition of Georgia-Pacific Corporation.
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CBS Corporation
Acquisition of CSTV Networks, Inc.
Represented CBS Corporation in its $325 million acquisition of CSTV Networks, Inc.
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Fraport AG; Deutsche Bank
Privatization of Budapest Airport Rt.
Represented a consortium of Fraport AG, the operator of Frankfurt Airport and numerous other airports and related service businesses around the world, and Deutsche Bank AG, London branch in the privatization of Budapest Airport Rt. by the Hungarian State Privatization & Holding Company. The consortium was a leading bidder in an approximately €1.8 billion transaction, the largest privatization in Hungary's history.
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Premier Foods plc
Sale of the Tea Business of Premier Foods plc
Represented Premier Foods plc in the sale of its Tea Business to Apeejay International Tea Limited, a subsidiary of the Apeejay Surrendra Group.
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GE Commercial Finance
Acquisition of Antares Capital Corporation
Represented GE Commercial Finance in its acquisition of Antares Capital Corporation from Massachusetts Mutual Life Insurance Company.
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Citi
Acquisition of the Connection Systems Division of Teradyne, Inc.
Represented Citi, as financial advisor to Amphenol Corporation, in its $390 million acquisition of the Connection Systems Division of Teradyne, Inc.
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Fidelity National Information Services, Inc.
Acquisition of Certegy
Advised Fidelity National Information Services, Inc. (a THL Partners and TPG Capital portfolio company) in connection with its acquisition of Certegy Inc.
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DAL GmbH & Co. KG
Sale of AquaRotter GmbH
Represented DAL GmbH & Co. KG, a Grohe group company, in its sale of AquaRotter GmbH to Franke Deutschland Holding GmbH and Franke Holding AG.
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EpiCept Corporation
Merger of Maxim Pharmaceuticals, Inc. and EpiCept Corporation
Represented EpiCept Corporation in its merger with Maxim Pharmaceuticals, Inc.
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Activant Solutions Inc.
Acquisition of Prophet 21, Inc.
Represented Activant Solutions Inc. in its acquisition of Prophet 21, Inc.
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Suez S.A.
Acquisition of Electrabel S.A.
Represented Suez S.A. in its €11.2 billion acquisition of Electrabel S.A.
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Westinghouse Electric Corporation
Acquisition of CBS Corporation
Represented Westinghouse Electric Corporation in its $5 billion acquisition of CBS Corporation.
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Grupo Santander Endesa Union Fenosa
Sale of Auna Operadora de Telecommunicaciones S.A. (Auna)
Represented Grupo Santander Endesa Union Fenosa in its €10.6 billion sale of Auna Operadora de Telecommunicaciones S.A. (Auna) to Orange S.A. (a subsidiary of France Telecom).
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Fortress Germany
Sale of Several Real Estate Companies Owned by Harbour Acquisition LP Germany, a Branch of Fortress Investment Group
Represented Harbour Acquisition LP (Fortress) Germany, a branch of Fortress Investment Group, in the sale of several real estate companies to Les Assurances de Fortis Banque.
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NextWave Wireless LLC
Acquisition of PacketVideo Corporation
Represented NextWave Wireless LLC in its acquisition of PacketVideo Corporation.
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General Electric Commercial Finance
Acquisition of Aircraft Assets from CIT Group Inc.
Represented General Electric Commercial Finance in the acquisition of aircraft assets valued at $1 billion from CIT Group Inc.
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UnitedHealth Group Inc.
Acquisition of PacifiCare Health Systems Inc.
Represented UnitedHealth Group Inc. in its $8.1 billion acquisition of PacifiCare Health Systems Inc.
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Ozburn-Hessey Holding Company, LLC
Sale of Ozburn-Hessey Logistics, LLC
Represented Ozburn-Hessey Holding Company, LLC in its sale to Welsh, Carson, Anderson & Stowe LP by RECP Prochannel, Inc., ProChannel Management LLC et al.
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WestPoint Stevens, Inc.
Sale of Substantially All Assets of WestPoint Stevens, Inc.
Represented WestPoint Stevens, Inc. in the $703 million sale of substantially all of its assets to American Real Estate Partners, L.P.
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All3Media Group Limited
Acquisition of The Mersey Television Company Limited
Represented All3Media Group Limited in the acquisition of The Mersey Television Company Limited from Phil Redmond, Lloyds TSB Development Capital Ltd. and The Mersey Television Company Limited management.
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Morgan Stanley & Co. Incorporated; Lehman Brothers
Unsuccessful Bid to Acquire the Cable TV Operations of Cablevision Systems Corporation
Represented Morgan Stanley & Co. Inc. and Lehman Brothers, as financial advisors to the Charles Dolan Family, in its bid to spin off the Cable TV operations of Cablevision Systems Corporation.
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Whirlpool Corporation
Acquisition of Maytag Corporation
Represented Whirlpool Corporation in its $2.6 billion acquisition of Maytag Corporation.
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CBS Corporation
Division of Viacom into Two Public Companies
Represented CBS in the division of Viacom Inc. into "New Viacom" and CBS Corporation.
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Invensys plc
Sale of the Advanced Building Systems Operations of Invensys plc
Represented Invensys plc in the sale of its Advanced Building Systems operations to Schneider Electric SA.
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Vivendi Universal
Sale of a Stake in Vivendi Universal Entertainment LLP
Represented Vivendi Universal in the sale of Vivendi Universal Entertainment (including Universal Studios and USA Networks) to NBC, and in connection with that transaction, bought out IAC's interest in Vivendi Universal Entertainment for $3.4 billion.
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Lehman Brothers
Acquisition of Gables Residential Trust
Represented Lehman Brothers, as financial advisor to ING Clarion Partners, in the $2.8 billion acquisition of Gables Residential Trust.
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Premier Foods Investments Limited
Acquisition of Marlow Foods Holdings Limited
Represented Premier Foods Investments Limited on the £172 million acquisition of Marlow Foods Holdings Limited from Montagu Private Equity and Marlow management.
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Lone Star; Merrill Lynch Capital Bank Ltd.
Acquisition of a Portfolio of Corporate Loans and Commercial Real Estate Assets
Represented Lone Star and Merrill Lynch Capital Bank Ltd. in the acquisition of a portfolio of performing, sub-performing and non-performing corporate loans and commercial real estate assets of Dresdner Bank.
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Visteon Corporation
Sale of 24 Production Plants and Associated Facilities
Represented Visteon Corporation in the sale of 24 production plants and associated facilities to Ford Motor Company.
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Alfa, S.A. de C.V.; Hylsamex, S.A. de C.V.
Sale of Hylsamex, S.A. de C.V.
Represented Alfa and Hylsamex in the $2.25 billion sale of Hylsamex to Grupo Techint.
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Yellow Book USA
Acquisition of TransWestern Holdings LP
Represented Yellow Book USA (Yell Group Plc) in its $1.6 billion acquisition of TransWestern Holdings LP from THL Partners and CIVC Partners LLC.
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Xanodyne Pharmaceuticals, Inc.
Acquisition of aaiPharma Inc.
Represented Xanodyne Pharmaceuticals, Inc. in the acquisition of aaiPharma Inc.
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General Motors Corporation
Sale of Minority Interest to Tracinda Corporation
Represented the independent directors of General Motors Corporation in connection with the tender offer by Tracinda Corporation for shares of General Motors Corporation.
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Koch Pipeline Company, LP; Koch Hydrocarbon Management Company, LLC; Koch Underground Storage Company; MB1/LP, LLC; Koch Vesco Holdings, LLC (Koch Industries, Inc.)
Sale of Koch Companies' Natural Gas Liquids Businesses
Represented Koch Industries, Inc. in the $1.35 billion sale of Koch Companies' natural gas liquids businesses to Oneok, Inc.
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Access Industries Inc.
Acquisition of Basell Polyolefins
Represented a consortium led by Access Industries Inc. in the €4.4 billion acquisition of Basell Polyolefins, a 50-50 joint venture owned by Royal Dutch/Shell Group and BASF.
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Guichard-Perrachon S.A.
Acquisition of Joint Control of Companhia Brasileira de Distribuicao SA
Represented Guichard-Perrachon S.A. in the €656 million acquisition of joint control of Companhia Brasileira de Distribuicao SA.
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Leucadia National Corporation
Sale of Interest in Cobre Las Cruces
Represented Leucadia National Corporation in the sale of an interest in the Cobre Las Cruces mining project to Inmet Mining.
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BRE/RRH LLC affiliates of Blackstone Real Estate Advisors
Acquisition of Rihga Royal, a JW Marriott Hotel
Represented BRE/RRH LLC affiliates of Blackstone Real Estate Advisors in the acquisition of New York's Rihga Royal, a JW Marriott Hotel, from Thayer Real Estate.
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Lehman Brothers
Acquisition of Adelphia Communications Corporation
Represented Lehman Brothers, as financial advisor to Time Warner Inc., in connection with Time Warner Inc. and Comcast Corporation's $17.6 billion acquisition of Adelphia Communications Corporation.
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Ospraie Management
Sale of a 20% Interest in Ospraie Management
Represented Ospraie Management in the sale of a 20% interest to Lehman Brothers.
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Tokai Carbon Co., Ltd.
Acquisition of ERFTCARBON Beteiligungsgesellschaft mbH
Represented Tokai Carbon Co., Ltd. in the acquisition of ERFTCARBON Beteiligungsgesellschaft mbH from Bridgepoint Capital Limited.
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Ceský Telecom, a.s.
Sale of 51% Stake in Ceský Telecom
Represented Ceský Telecom, the largest Czech telecommunication services provider, in connection with the $7.92 billion sale of a 51% stake in Ceský Telecom to Telefónica.
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GE Commercial Finance
Sale of Neff Corp.
Represented GE Commercial Finance, minority shareholder, in the $510 million sale of Neff Corp. to Odyssey Investment Partners, LLC.
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Pitney Bowes Credit Corporation
Sale of Pitney Bowes Credit Corporation
Represented Pitney Bowes Credit Corporation in its sale to Cerberus Capital Management LLC.
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Global Crossing Ltd.
Sale of Trader Voice
Represented Global Crossing Ltd. in the sale of its Trader Voice business to WestCom Corporation.
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Great Lakes Chemical Corporation
Merger Between Great Lakes Chemical Corporation and Crompton Corporation
Represented Great Lakes Chemical Corporation in its $1.8 billion merger with Crompton Corporation.
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Grohe AG (Owned by TPG Capital and CSFB Private Equity)
Merger of Grohe Water Technology into Grohe
Advised Grohe Group on the €2.1 billion merger of Grohe Water Technology AG & Co. KG into Grohe AG.
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Intel Corporation
Acquisition of Oplus Technologies, Inc.
Represented Intel Corporation in the acquisition of Oplus Technologies, Inc.
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Macquarie Bank Limited and Affiliates
Bid to Acquire 6,500 Sprint Corporation Cellular Towers
Represented Macquarie Bank Limited and affiliates in the $1 billion bid to acquire 6,500 Sprint Corporation cellular towers.
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MCI, Inc.
Sale of OzEmail Pty Ltd.
Represented MCI, Inc. in the sale of OzEmail Pty Ltd. to iiNet Ltd.
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Augusta Technologie AG
Sale of Augusta Technologie AG
Represented Augusta Technologie AG in the restructuring of its bonds including a subsequent debt for equity swap and recapitalization.
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Delta Banka A.D. Beograd
Sale of a Controlling Interest in Delta Banka A.D. Beograd
Represented Delta Banka A.D. Beograd in the €300 million sale of a controlling interest to Banca Intesa S.p.A. by Hemslade Trading Limited, Delta M D.O.O. and Delta Maxi D.O.O.
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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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Bear Stearns & Co., Inc.
Acquisition of Wheaton River Minerals Ltd.
Represented Bear Stearns & Co., as financial advisor to Goldcorp Inc., in Goldcorp's $2.0 billion takeover of Wheaton River Minerals, which engages in the acquisition, exploration, and operation of precious metal properties, including gold, silver, and copper.
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Imperial Sugar Company
Sale of Imperial Sugar Company
Represented Imperial Sugar Company, which processes and markets refined cane sugar in the North American Free Trade Agreement (NAFTA) region, in its sale to Schultze Asset Management LLC.
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Merrill Lynch & Co., Inc.
Sale of Fresh Express Inc.
Represented Merrill Lynch & Co., Inc. as financial advisor to Performance Food Group in its $855 million sale of Fresh Express Inc. to Chiquita Brands International Inc.
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United Pet Group, Inc.
Acquisition of Firstrax, Inc.
Represented United Pet Group, Inc. (owned by United Industries Corp.) in the acquisition of Firstrax, Inc.
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Merrill Lynch & Co., Inc.
Sale of Eastman Chemical Company's Interest in Genencor International, Inc.
Represented Merrill Lynch & Co., as financial advisor to Eastman Chemical Company, in the $419 million sale of its interest in Genencor International, Inc. to Danisco A/S.
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Activant Solutions Inc.
Acquisition of Speedware Corporation Inc.
Represented Activant Solutions Inc. in the acquisition of Speedware Corporation Inc.
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Voyager Expanded Learning LP
Sale of Voyager Expanded Learning LP
Represented Voyager Expanded Learning LP in its $361 million sale to ProQuest Company.
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Citi
Sale of CSX World Terminals LLC
Represented Citi, as financial advisor to CSX World Terminals LLC, a subsidiary of CSX Corp., in the $1.15 billion sale of its foreign ports operations to Dubai Ports International.
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Premier Foods plc
Acquisition of Bird's Custard, Angel Delight and Associated Brands
Represented Premier Foods plc in the acquisition of Bird's Custard, Angel Delight and associated brands from Kraft Foods Inc.
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Lenovo Group Limited
Acquisition of International Business Machines (IBM) Corporation's Global PC Business
Represented Lenovo Group Limited in its $1.75 billion acquisition of IBM's global PC business.
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MCI, Inc.
Sale of Proceda Tecnologia e Informatica S.A. by MCI, Inc.
Represented MCI, Inc. in its sale of Proceda Tecnologia e Informatica S.A. to Votorantim Novos Negocios Ltda. and Proceda Management.
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IWO Holdings, Inc.
Sale of IWO Holdings, Inc.
Represented IWO Holdings, Inc. in its sale to the company's senior noteholders.
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General Electric Company
Acquisition of Ionics, Inc.
Represented General Electric Company in the $1.1 billion acquisition of Ionics, Inc.
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GE Commercial Finance
Acquisition of CitiCapital Transportation Financial Services Group
Represented GE Commercial Finance in its $4.4 billion acquisition of CitiCapital Transportation Financial Services Group.
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General Electric Company
Acquisition of Edwards Systems Technology
Represented General Electric Company in the $1.395 billion acquisition of Edwards Systems Technology from SPX Corporation.
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Barneys New York, Inc.
Sale of Barneys New York, Inc.
Represented Barneys New York, Inc., which engages in the wholesale business of men's, women's, and children's apparel and accessories, in its $400 million sale to Jones Apparel Group, Inc., which engages in the design, marketing, and wholesale of apparel, footwear, jeanswear, jewelry, and handbags.
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GE Commercial Finance
Sale of GE Capital International Services
Represented GE Commercial Finance and General Electric Company in the $500 million sale of a controlling interest in GE Capital International Services to General Atlantic Partners, LLC and Oak Hill Capital Partners, LP.
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NextWave Telecom, Inc.
Sale of PCS Spectrum Licenses
Represented Nextwave Telecom Inc. in the $3 billion sale of its PCS spectrum licenses to Verizon Wireless Inc.
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Citi
Sale of Robert Mondavi Corp.
Represented Citi, as financial advisor to Robert Mondavi Corp., in the $1.36 billion sale to Constellation Brands.
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Merrill Lynch & Co., Inc.
Sale of Vulcan Materials Company's Chemical Businesses
Represented Merrill Lynch & Co. as financial advisor to Vulcan Materials Company in its $214 million sale of its chemical businesses to Basic Chemical Company LLC, a subsidiary of Occidental Petroleum Corporation.
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The DIRECTV Group, Inc.
Acquisition of an Interest in Sky Latin America
Represented The DIRECTV Group Inc. in its $579 million acquisition of an interest in Sky Latin America.
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Encoda Systems Holdings, Inc.; Shareholders including THL Partners
Sale of Encoda Systems Holdings, Inc.
Represented Encoda Systems Holdings, Inc. and shareholders including THL Partners in the $340 million sale of Encoda to Harris Corporation.
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Avaya Inc.
Acquisition of Tenovis GmbH & Co. KG
Represented Avaya Inc. in the $635 million acquisition of Tenovis GmbH & Co. KG from affiliates of Kohlberg Kravis Roberts & Co.
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Donbass-Duferco Consortium; Dunaferr Dunai Vasmu Rt.
Acquisition of Dunaferr Group
Represented Donbass-Duferco Consortium and Dunaferr Dunai Vasmu Rt. on the financing aspects of a HUF 32 billion acquisition of Dunaferr Group from Állami Privatizációs és Vagyonkezelo Rt. (Hungarian Privatization And State Holding Company).
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International Mill Service, Inc.
Sale of International Mill Service, Inc.
Represented Envirosource, Inc. in the sale of International Mill Service, Inc. to Wellspring Capital Partners III, L.P.
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Compagnie des Salins du Midi et des Salines de l'Est SA
Sale of Compagnie des Salins du Midi et des Salines de l'Est SA
Represented sea salt and cooking salt producer Compagnie des Salins du Midi et des Salines de l'Est SA in its sale by Crédit Agricole SA and Alpha SA to Chequers Capital, ABN Amro Bank NV and Alpha Management GmbH.
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Applied Materials, Inc.
Acquisition of Metron Technology
Represented Applied Materials, Inc. in its acquisition of Metron Technology.
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DeltaBank; Delta Capital Management, LLC
Sale of DeltaBank
Represented DeltaBank and Delta Capital Management, LLC in the sale of DeltaBank to General Electric Consumer Finance.
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Goldman Sachs & Co.
Merger of Varco International Inc. and National-Oilwell, Inc.
Represented Goldman Sachs & Co., as financial advisor to National Oilwell, Inc., in its $2.5 billion acquisition of Varco International, Inc.
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Matsushita Electric Industrial Co., Ltd.
Sale of Digital Video Compression Corporation
Represented Matsushita Electric Industrial Co., Ltd. in the sale of Digital Video Compression Center to Deluxe Global Media Services Universal Studios.
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Choice One Communications Inc.
Sale of Choice One Communications Inc.
Represented Choice One Communications Inc. in its $654 million sale to senior and subordinated creditors.
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GE Consumer Finance
Joint Venture Formation of Hyundai Capital Services
Represented GE Money in its $821 million joint venture with Hyundai Motor Corporation to form Hyundai Capital Services.
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The DIRECTV Group, Inc.
Acquisition of the Direct Broadcast Satellite Business of Pegasus Satellite Television, Inc.
Represented DIRECTV Group Inc. in its $938 million acquisition of the direct broadcast satellite business of Pegasus Satellite Television, Inc.
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Crédit Agricole SA; Atria Private Equity Fund II
Sale of Texa
Represented Crédit Agricole SA and Atria Private Equity Fund II in the sale of Texa to ABN Amro Capital and the management of Texa.
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Molson, Inc.
Merger of Equals Between Molson, Inc. and Adolph Coors Company
Represented Molson, Inc. in its $6.7 billion merger of equals with Adolph Coors Company.
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Citi
Sale of Texas Genco Holdings
Represented Citi, as financial advisor to CenterPoint Energy, in the $3.65 billion sale by CenterPoint of Texas Genco Holdings, Inc. to GC Power Acquisition LLC.
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Goldman Sachs & Co.
Sale by Pentair, Inc. of its Power Tools Group
Represented Goldman Sachs & Co. as the financial advisor to Pentair, Inc. in the $775 million sale of its Power Tools Group to Black & Decker.
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Villeroy & Boch AG
Sale of Villeroy & Boch AG's Three Tile Factories
Represented Villeroy & Boch AG in the sale of its three tile factories to the Lasselsberger Group.
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TTL Information Technology AG
Sale of TTL Leasing GmbH
Represented TTL Information Technology AG in the sale of TTL Leasing GmbH to Comprendium Leasing Beteiligungs GmbH.
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Inet Technologies, Inc.
Sale of Inet Technologies, Inc.
Represented Inet Technologies, Inc. in its $498 million sale to Tektronix, Inc.
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Enron Corporation
Sale of CrossCountry Energy, LLC by Enron Corporation
Represented Enron Corporation in its $2.45 billion sale of CrossCountry Energy, LLC to Southern Union Co. and GE Commercial Finance.
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Applied Materials, Inc.
Acquisition of Torex Semiconductor Ltd.
Represented Applied Materials, Inc. in the acquisition of Torex Semiconductor Ltd.
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Goldman Sachs & Co.
Sale of Prima Energy Corporation
Represented Goldman Sachs & Co., as financial advisor to Prima Energy Corporation, in its $534 million sale to Petro-Canada.
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Wendel Investissement SA
Acquisition of Editis
Represented Wendel Investissement SA. in its €806 million acquisition of Editis from Lagardere SC.
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Metavante Corporation
Acquisition of NYCE Corporation
Represented Metavante Corporation in the $610 million acquisition of NYCE Corporation from First Data Corporation.
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Debtor's Estate of Enron Corporation; Enron North America Corp.; ENA Asset Holdings L.P.; BAM Lease Company
Sale of Assets of Enron Bammel
Represented Enron Corporation, Enron North America Corp., ENA Asset Holdings L.P. and BAM Lease Company in the sale of assets of Enron Bammel to American Electric Power.
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Invensys plc
Sale of Powerware Business
Represented UK-based Invensys, which develops and applies operations and control technologies for manufacturing and energy-generating facilities, rail networks, and appliances, in the $560 million sale of its Powerware business to Eaton Corporation.
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Ozburn-Hessey Holding Company, LLC
Acquisition of Lanter Logistics, Inc. and Lanter Refrigerated Distributing Co.
Represented Ozburn-Hessey Holding Company, LLC in its acquisition of Lanter Logistics, Inc. and Lanter Refrigerated Distributing Co.
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The DIRECTV Group, Inc.
Sale of PanAmSat Corp.
Represented DIRECTV Group, Inc. in its $4.3 billion sale of PanAmSat Corp. to Kohlberg Kravis Roberts & Co.
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Footstar, Inc.
Sale of Footstar, Inc.'s Puerto Rico Retail Stores
Represented Footstar, Inc. in the sale of its Puerto Rico retail stores to Novus, Inc.
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Hallwood Realty, LLC; others
Sale of Hallwood Realty Partners, L.P.
Represented Hallwood Realty, LLC in the $250 million sale of Hallwood Realty Partners, L.P. to HRPT Properties Trust.
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Footstar, Inc.
Sale of Footaction USA
Represented Footstar, Inc. in the sale of Footaction USA to Foot Locker, Inc.
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Millennium Chemicals Inc.
Sale of Millennium Chemicals Inc.
Represented Millennium Chemicals Inc. in its $2.3 billion sale to Lyondell Chemical Company.
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General Electric Company
Acquisition of InVision Technologies Inc.
Represented General Electric Company in its $900 million acquisition of publicly listed InVision Technologies, a manufaturer of bomb detection systems.
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MCI, Inc.
Sale of Embratel Participações S.A by MCI, Inc. (WorldCom, Inc.)
Represented MCI, Inc. (WorldCom, Inc.) in the $400 million sale of its investment in Embratel Participações S.A to Telefonos de Mexico (TELMEX).
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Six Flags, Inc.
Sale of Six Flags, Inc.'s European Division
Represented Six Flags, Inc. on the sale of its European Division to Palamon Capital Partners.
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Six Flags, Inc.
Sale of Six Flags, Inc. Worlds of Adventure
Represented Six Flags, Inc. in the sale of Six Flags, Inc. Worlds of Adventure to Cedar Fair LP.
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Universal American Financial Corp.
Acquisition of Heritage Health Systems, Inc.
Represented Universal American Financial Corp. in the acquisition of Heritage Health Systems, Inc.
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Interactive Search Holdings, Inc.
Sale of Interactive Search Holdings, Inc.
Represented Interactive Search Holdings, Inc. in its $501 million sale to Ask Jeeves, Inc.
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United Industries Corporation
Acquisition of The Nu-Gro Corporation
Represented United Industries Corporation (Spectrum Brands) in the acquisition of The Nu-Gro Corporation.
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Guilford Mills, Inc.
Sale of Guilford Mills, Inc.
Represented Guilford Mills, Inc. in its sale to Cerberus Capital Management, LP.
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IMPATH Inc.
Sale of IMPATH Inc.'s Physician Services Business
Represented IMPATH Inc. in the sale of its Physician Services business to Genzyme Corporation.
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Debtor's Estate of Enron Corporation
Acquisition of Whitewing Associates, LP and Whitewing Management LLC
Represented Enron Corporation in the $1.0 billion acquisition of Whitewing Associates, LP and Whitewing Management LLC from Osprey Trust.
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Enron Corporation
Sale of Mariner Energy, Inc. by Enron Corporation
Represented Enron Corporation in the $271 million sale of Mariner Energy, Inc. to MEI Acquisitions LLC.
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Hemosol Corp.
Sale of Hemosol Corp.
Represented Hemosol Corp. in its sale to MDS Inc.
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Goldman Sachs & Co.
Acquisition of Wicor Inc. from Wisconsin Energy Corp.
Represented Goldman Sachs & Co., as financial advisor to Pentair, Inc., in its $850 million acquisition of Wicor Inc. from Wisconsin Energy Corp.
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M.D. Sass Investors Services Inc. Martin D. Sass and Hugh R. Lamle
M.D. Sass Investors Services, Inc., Martin D. Sass and Hugh R. Lamle/Rubin - M.D. Sass Investors Services, Inc., et al. v. James B. Rubin, et ano.
Lead counsel for M.D. Sass, an asset management firm with billions in assets under management, in litigation and arbitration proceedings relating to its “distressed securities” business and a dispute with a 50% partner in the business.
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AHL Services, Inc.
Sale of TUJA Group and ADI Alpha Holding GmbH
Represented AHL Services, Inc. in the sale of TUJA Group and ADI Alpha Holding GmbH by AHL Services, Inc. to Odewald & Compagnie Gesellschaft für Beteiligungen mbH.
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NextMedia Group, Inc.
Acquisition of the Outdoor Advertising Assets of NextMedia Group, Inc. and Clear Channel Communications, Inc.
Represented NextMedia Group, Inc. in its acquisition of the outdoor advertising assets jointly owned by NextMedia Group, Inc. and Clear Channel Communications, Inc.
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Goldman Sachs & Co.
Sale of Eastman Kodak Company's Remote Sensing Systems Unit
Represented Goldman Sachs & Co., as financial advisor to Eastman Kodak Company, in the $725 million sale of its Remote Sensing Systems Unit to ITT Industries.
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NextMedia Operating, Inc.; NM Licensing LLC
Acquisition of WZCH-FM
Represented NextMedia Operating, Inc. and NM Licensing LLC in the acquisition of WZCH-FM.
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General Electric Vendor Financial Services
Acquisition of IKON Office Solutions Inc.
Represented General Electric Vendor Financial Services in its $1.5 billion acquisition of IKON Office Solutions, which sells and leases copiers, printers, fax machines, and additional office equipment.
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IMPATH Inc.; Tamtron Corporation; Medical Registry Services, Inc.
Sale of Cancer Registry Information and Pathology Businesses
Represented IMPATH, Tamtron Corporation and Medical Registry Services in the sale of Tamtron and Medical Registry Services to IMPAC Medical Systems.
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Intel Corporation
Acquisition of Mobilian Corp.
Represented Intel Corporation in its acquisition of Mobilian Corp.
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Premier International Foods (a Portfolio Company of HM Capital Partners LLC)
Acquisition of the Ambrosia and Brown & Polson Businesses of Unilever Bestfoods U.K.
Represented Premier Foods on its acquisition of the ambient desserts business of Unilever.
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UnitedHealth Group Inc.
Acquisition of Mid Atlantic Medical Services Inc.
Represented UnitedHealth Group Inc. in its $2.9 billion acquisition of Mid Atlantic Medical Services Inc.
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Capital Z Partners
Acquisition of Lyra Partners
Represented Capital Z Partners, LLC in the acquisition of Lyra Partners LLC.
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General Electric Company
Acquisition of Amersham plc
Represented General Electric Company in its $9.5 billion acquisition of Amersham plc.
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Invensys plc
Sale of Invensys plc's Metering Business
Represented Invensys plc in the $650 million sale of its metering business to IMS Meters Holdings Inc.
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Mercer Human Resource Consulting GmbH
Acquisition of the Actuarial Opinions Division of PWC Deutsche Revision AG
Represented Mercer Human Resource Consulting GmbH in the acquisition of the actuarial opinions division of PWC Deutsche Revision AG.
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Vivendi Universal Entertainment
Sale of Vivendi Universal Entertainment
Represented Vivendi Universal SA in its $14 billion sale of Vivendi Universal Entertainment to NBC (owned by General Electric Company).
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GE Commercial Finance
Acquisition of Transamerica Finance Corp.'s Commercial Finance Business
Represented GE Commercial Finance in its $5.4 billion acquisition of Transamerica Finance Corp.'s commercial finance business from Aegon NV.
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NextWave Telecom, Inc.
Sale of 34 Spectrum Licenses by Nextwave Telecom Inc.
Represented Nextwave Telecom Inc. in its $1.4 billion sale of 34 spectrum licenses to Cingular Wireless LLC.
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General Electric Company
Sale of Financial Guaranty Insurance Company
Represented General Electric Company in the $2.2 billion sale of Financial Guaranty Insurance Company to the PMI Group, The Blackstone Group, The Cypress Group and CIVC Partners.
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WorldCom
Sale of WorldCom's Wireless Broadband Business
Represented WorldCom in the sale of its wireless broadband business to Nextel Spectrum Acquisition Corp.
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Escada AG
Sale of Escada AG
Represented Escada AG, which designs, produces, and distributes sportswear for women in the US and internationally, in the investment of HMD Partners in the company.
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General Electric Company
Sale of GE Edison Life Insurance Company (now AIG Edison Life Insurance Company)
Represented General Electric Company in its $2.15 billion sale of GE's Japanese life and U.S. home and auto insurance businesses to American International Group.
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Centerpulse AG
Sale of Centerpulse AG
Represented Centerpulse AG in its $3.2 billion acquisition by Zimmer Holdings Inc. following a takeover contest with Smith & Nephew PLC.
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GE Specialty Materials
Acquisition of OSI Specialties
Represented General Electric Company in the $1 billion acquisition of OSI Specialties from Crompton Corp.
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LendingTree, Inc.
Sale of LendingTree
Represented LendingTree, Inc. in its $715 million sale to InterActiveCorp. (formerly known as USA Interactive).
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The DIRECTV Group, Inc.
Sale of a 34% Interest in The DIRECTV Group, Inc.
Represented DIRECTV in its $6.6 billion sale of a 34% interest to News Corporation Ltd.
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WestLB AG
Acquisition of Odeon Cinemas Ltd.
Represented WestLB AG on their £431 million acquisition of Odeon Limited.
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GE Consumer Finance
Acquisition of Mill Creek Bank
Represented GE Money in the $310 million acquisition of Mill Creek Bank from Conseco Finance.
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Konica Minolta Holdings, Inc.
Business Combination Between Konica and Minolta
Represented Konica and Minolta in their business combination.
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Bethlehem Steel Corp.
Sale of Bethlehem Steel Corp.
Represented Bethlehem Steel Corp. in its $1.5 billion sale to International Steel Group Inc.
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Lehman Brothers
Acquisition of Allders plc
Represented Lehman Brothers on Scarlett Retail Group Ltd's bid for Allders plc, the UK's fourth-largest department store chain.
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IFCO Systems N.V.
Restructuring of IFCO Systems NV
Represented IFCO Systems NV, provider of reusable plastic containers (RPCs) and pallet management services, in its restructuring of debt whereby holders of 98.67% of IFCO's notes exchanged their notes for a 90% equity stake in the company.
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Vivendi Universal Entertainment
Sale of Houghton Mifflin Company
Represented Vivendi Universal Entertainment in its $1.66 billion sale of Houghton Mifflin to THL Partners and Bain Capital.
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Vivendi Universal S.A.
Sale of Vivendi Universal Publishing's French and Latin American Businesses
Represented Vivendi Universal S.A. in its $1.25 billion sale of Vivendi Universal Publishing's French and Latin American businesses to Lagardere S.C.A.
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Matsushita Electric Industrial Co., Ltd.
Joint Venture Between Matsushita Electric Industrial Co., Ltd. and Toshiba Corporation
Represented Matsushita Electric Industrial Co., Ltd. in its joint venture with Toshiba Corporation to manufacture and wholesale cathode ray tubes in Japan.
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ESCO Holdings (Engineered Arresting Systems Corp); Max Capital
Sale of ESCO Holdings (Engineered Arresting Systems Corp.)
Represented Max Capital, LLC in the sale of ESCO Holdings (Engineered Arresting Systems Corp.) to Zodiac SA.
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GE Commercial Finance
Acquisition of Deutsche Financial Services' Commercial Inventory Financing Businesses
Represented GE Commercial Finance in the $2.9 billion acquisition of Deutsche Financial Services' Commercial Inventory Financing Businesses from Deutsche Bank AG.
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Hollywood Casino Corporation
Sale of Hollywood Casino Corporation
Represented Hollywood Casino Corporation in its $780 million sale to Penn National Gaming, Inc.
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Asprey Garrard UK Ltd.
Sale of a 40% Interest in Asprey Garrard UK Ltd.
Represented Asprey Garrard UK Ltd., a British luxury brand that offers gifts, jewellery, watches, leather, silver, bone china, crystal and rare books, in its sale of a 40% interest to the Edgar M. Bronfman Trust.
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CeNeS Pharmaceuticals plc
Sale of Cambridge Cognition Ltd.
Represented CeNeS Pharmaceuticals Plc in the sale of Cambridge Cognition Ltd. to the management team of CeNeS Pharmaceuticals Plc.
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Teppco Partners LP
Acquisition of Val Verde Gas Gathering System
Represented the Special Committee of Directors of Teppco Partners LP in its $444 million acquisition of Val Verde Gas Gathering System
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Republic Technologies International LLC
Sale of Republic Technologies International LLC
Represented Republic Technologies International LLC in its $463 million sale to RT Acquisition LLC, an entity formed by KPS Special Situations Fund L.P. and Hunt Investment Group L.P.
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SBC Communications Inc.
Joint Venture to Form Telecom Americas
Represented SBC Communications Inc. in a joint venture with Telmex and Bell Canada International to form Telecom Americas.
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GE Supply
Acquisition of Questron Technology Inc.
Represented GE Supply Division of General Electric Company in the acquisition of Questron Technology Inc.
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United Industrial Corporation
Sale of the Transportation Overhaul Division of United Industrial Corporation
Represented United Industrial Corporation in the sale of its Transportation Overhaul Division to Alstom Transportation Inc.
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Sanofi-Synthelabo (now Sanofi)
Acquisition of Pharmavit Kft.
Represented Sanofi-Synthelabo (now Sanofi), a France-based pharmaceuticals company, in the acquisition through Chinoin Rt., a Hungarian pharmaceuticals company 99% owned by Sanofi, of the assets of Pharmavit Kft, a Bristol-Myers Squibb company.
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Matsushita Electric Industrial Co., Ltd.
Sale of Panasonic Disc Services Corporation
Represented Matsushita Electric Industrial Co., Ltd. in the $265 million sale of Panasonic Disc Services Corporation to Technicolor Home Entertainment Services (Thomson Multimedia).
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General Electric Company
Acquisition of BetzDearborn Water Treatment Business
Represented General Electric Company in its $1.8 billion acquisition of BetzDearborn Water Treatment business from Hercules Incorporated.
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General Dynamics Corporation
Bid for TRW Incorporated
Represented General Dynamics Corporation in proposed acquisition of TRW Incorporated
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SBC Communications Inc.
Acquisition of a 50% Interest in Cellular Communications of Puerto Rico Inc.
Represented SBC Communications Inc. in its acquisition of a 50% interest in Cellular Communications of Puerto Rico Inc. from America Movil under its Cingular Wireless brand.
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Yell Group, Ltd.
Acquisition of McLeod USA Publishing
Represented Yell Group, Ltd. in the $600 million acquisition of McLeod USA Publishing Co.
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First Equity Group
Acquisition of Skip Barber Racing School, Inc.
Acquisition of Skip Barber Racing School, Inc. by First Equity Group.
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Enron Corporation
Sale of Northern Natural Gas
Represented Enron Corporation in its $1.5 billion sale of Northern Natural Gas to Dynegy Inc.
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Enron Corporation
Withdrawn Merger Between Enron Corporation and Dynegy Inc.
Represented Enron Corporation in its $23 billion withdrawn merger with Dynegy Inc.
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NBC Universal
Acquisition of Telemundo Communications Group, Inc.
Represented NBC Universal in its $1.98 billion acquisition of Telemundo Communications Group, Inc.
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John Wiley & Sons, Inc.
Acquisition of Hungry Minds Inc.
Represented John Wiley & Sons, Inc. in the acquisition of all the outstanding common stock of Hungry Minds Inc.
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GE Commercial Finance
Acquisition of Heller Financial Inc.
Represented GE Commercial Finance in its $5.3 billion acquisition of Heller Financial Inc.
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OppenheimerFunds, Inc.
Acquisition of Tremont Advisors, Inc.
Represented OppenheimerFunds, Inc. in the acquisition of Tremont Advisors, Inc.
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Morgan Stanley & Co. Incorporated
Sale of American General Financial Group
Represented Morgan Stanley & Co. Incorporated, as financial advisor to American General Financial Group, in its $20 billion sale to American International Group.
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Reuters Group PLC
Acquisition of Certain Assets in North America of Bridge Information Systems Inc.
Represented Reuters Group plc in the $343 million acquisition of certain assets in North America of Bridge Information Systems Inc.
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Old Mutual plc
Acquisition of Fidelity and Guaranty Life Insurance Company
Represented Old Mutual plc in the $635 million acquisition of Fidelity and Guaranty Life Insurance Company from The St. Paul Companies.
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MusicNet
Joint Venture to Create MusicNet.com
Represented MusicNet.com in a joint venture between Real Networks Inc., AOL Time Warner, Bertelsmann AG and EMI Group plc to create MusicNet.com.
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Goldman Sachs & Co.
Sale of PSINet Transactions Solutions
Represented Goldman Sachs & Co., as financial advisor to PSINet, in the $300 million sale of its Transactions Solutions unit to GTCR Golder Rauner.
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American Airlines
Acquisition of Trans World Airlines
Represented American Airlines in its $6 billion acquisition of Trans World Airlines.
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The DIRECTV Group, Inc.
Acquisition of Galaxy Entertainment (Argentina)
Represented DIRECTV Group, Inc. in the acquisition of Galaxy Entertainment (Argentina).
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Franklin Templeton Investments
Acquisition of Fiduciary Trust Company International
Represented Franklin Templeton Investments in the $825 million acquisition of Fiduciary Trust Company International.
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Summit Bank
Merger between Summit Bank and Fleet Boston Financial Corporation
Represented Summit Bank in its $7 billion merger with Fleet Boston Financial Corporation.
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Pirelli SpA
Sale of the Optical Components Division of Pirelli SpA
Represented Pirelli SpA in the $3.6 billion sale of its optical components division to Corning, Inc.
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Genevo, Inc.
Sale of Genevo, Inc.
Represented Genevo, Inc. in its sale to Targeted Genetics Corp.
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Forcenergy Inc.
Merger Between Forest Oil Corp. and Forcenergy Inc.
Represented Forcenergy Inc. in its $646 million merger with Forest Oil Corp.
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Texas Instruments Incorporated
Acquisition of Burr-Brown Corporation
Represented Texas Instruments Incorporated in the $7.6 billion acquisition of Burr-Brown Corporation.
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MediaOne International
Sale of Titus Communications
Represented MediaOne International in its sale of Titus Communications to Microsoft Corp.
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Norwegian Cruise Lines
Sale of Norwegian Cruise Lines
Represented Norwegian Cruise Lines in the $1.5 billion unsolicited takeover by Star Cruise Lines and Carnival Cruise Lines.
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Snyder Communications, Inc.
Merger Between Snyder Communications, Inc. and Havas Advertising SA
Represented Snyder Communications, Inc. in its $2.8 billion merger with Havas Advertising SA.
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Hughes Electronics Corp.
Sale of Space and Communications Unit
Represented Hughes Electronics Corp. in the $3.75 billion sale of its Space and Communications unit to The Boeing Company.
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PennCorp Financial Group, Inc.
Sale of Southwestern Life Companies
Represented PennCorp Financial Group, Inc. in the $260 million sale of Southwestern Life Companies to Swiss Reinsurance Company.
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Prudential Financial, Inc.
Acquisition of the Nonstandard Auto Insurance Business of St. Paul Companies
Represented Prudential Financial, Inc. in the acquisition of the nonstandard auto insurance business of St. Paul Companies.
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Pirelli SpA
Sale of a Division
Represented Pirelli SpA in the $2.15 billion sale of its terrestrial optical systems business to Cisco Systems.
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LIN Television Corporation
Acquisition of WWLP-TV
Represented LIN Television Corporation in the acquisition of WWLP-TV from Benedek Broadcasting Corp.
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Getty Images Inc.
Acquisition of The Image Bank
Represented Getty Images Inc. in the acquisition of The Image Bank from Eastman Kodak Company.
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Texas Instruments Incorporated
Acquisition of Unitrode Corporation
Represented Texas Instruments Incorporated in the $1.2 billion acquisition of Unitrode Corporation.
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MediaOne International
Sale of MediaOne International's One2One Business Unit
Represented MediaOne International in the $13 billion sale of its One2One business unit to Deutsche Telekom AG.
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Westwood One, Inc.
Acquisition of Metro Networks
Represented Westwood One, Inc. in its acquisition of Metro Networks.
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MediaOne Ltd.
Merger between MediaOne Ltd. and AT&T Inc.
Represented MediaOne Ltd. in its $63 billion merger with AT&T Inc.
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CBS Corporation
Acquisition of King World Productions, Inc.
Represented CBS Corporation in its $2.5 billion acquisition of King World Productions, Inc.
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The DIRECTV Group, Inc.
Acquisition of a 7.5% Interest in Thomson Multimedia, Inc.
Represented DIRECTV Group, Inc. in its $1.8 billion acquisition of a 7.5% interest in Thomson Multimedia, Inc.
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HM Capital Partners LLC
Merger Between OmniAmerica, Inc. and American Tower Corporation
Represented HM Capital Partners LLC, parent of OmniAmerica, Inc., in the merger between OmniAmerica, Inc. and American Tower Corporation
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Premier Parks Inc.
Acquisition of Six Flags
Represented Premier Parks Inc. in the $1.9 billion acquisition of Six Flags Inc. from Time Warner Entertainment Company.
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Oppenheimer & Co.
Sale of Oppenheimer & Co.'s Interest in Oppenheimer Capital
Represented Oppenheimer & Co. in the sale of its interest in Oppenheimer Capital to PIMCO Advisors.
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Life Partners Group
Sale of Life Partners Group
$850 million sale of Life Partners Group to Conseco Services, LLC.
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US WEST Media Group
Acquisition of Continental Cablevision, Inc.
Represented US WEST Media Group in its $10.2 billion acquisition of Continental Cablevision, Inc.
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MediaOne International
Sale of MediaOne International's Stake in Telewest Communications Plc
Sale of MediaOne International's stake in Telewest Communications Plc to Mircosoft Corp.
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Resource Financial Corporation
Acquisition of American Combined Life Insurance Company
Represented Resource Financial Corporation in the acquisition of American Combined Life Insurance Company.
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