Bloomberg News

Baker McKenzie, Skadden, Sullivan, Akin: Business of Law

July 02, 2012

Private equity lawyer William Kirsch joined Baker & McKenzie LLP’s Chicago office where he will head the firm’s North American private equity practice. Stacey Kern and Garry Jaunal, also private equity attorneys, have joined the firm, too, bolstering its domestic practice.

Jaunal joins from Kirkland & Ellis LLP, where all three were previously partners. Kern was most recently a partner at DLA Piper LLP.

“Bill has one of the best private equity resumes in North America,” Philip F. Suse, the firm’s North American managing partner said in a statement. “His skills and this team are rare and special. The addition of this top-tier private equity team further advances our strategy of strengthening our core transactional practices in major global money centers and other key locations around the world.”

Kirsch spent 23 years at Kirkland, where he headed the corporate group and led the formation of Madison Dearborn Partners LLC, for which he served as general counsel. He helped shepherd the investment firm’s $3.9 billion acquisition of paper-products maker Boise Cascade.

At Kirkland, he also served as general counsel to Carmel, Indiana-based Conseco Inc. (CNO:US) before leaving the firm to become chief executive officer of Conseco in August 2004. He resigned from the company two years later and subsequently joined Paul Hastings LLP as chairman of its global private-equity practice. He remained at the firm until October 2010. Since then, he’s been advising private companies on implementing transactions, he said in an interview.

“As U.S. private equity firms invest in companies that are headquartered overseas or are increasingly global in scope, the firm’s lawyers in 70 offices spanning 43 countries offer clients a global fluency and commercial approach to structuring and closing transactions that other firms can’t match,” Kirsch said.

Kern’s practice focuses on mergers and acquisitions, private equity, restructuring and general corporate representation. She has represented a broad range of private equity funds, public and private companies and Chapter 11 debtors. Her clients have included BP Americas Inc. and Starwood Capital Group LLC, according to her firm bio.

Jaunal’s practice focuses primarily on borrower-side representation of private equity clients and their portfolio companies. He has experience in corporate governance, debt financing and creditors’ rights, including secured lending transactions and financial restructurings. He is qualified to practice in both the U.S. and England and Wales.

“M&A in the last five years have transitioned from cross- border to transcontinental,” Jaunal said. “While other firms are clearly making an effort, opening one or two offices does not make one a global law firm.”

Baker represented clients on more than 300 mergers and acquisitions globally in 2011, including 16 in the multibillion dollar category, the firm said. Mergers and acquisitions is the firm’s largest practice group with about 1,200 lawyers across the world.

The firm’s global private equity practice has more than 250 lawyers worldwide, combining deal execution and financing with fund formation and tax planning and financial services.

Baker has 3,800 lawyers in 70 offices in 43 countries. The firm’s global revenues for the fiscal year ended June 30, 2011, were $2.27 billion, the firm said.

Deals

AB InBev Seals $20 Billion Modelo Purchase to Gain Corona

Anheuser-Busch InBev NV, the world’s biggest brewer, agreed to buy the remainder of Mexico’s Grupo Modelo (GMODELOC) SAB for $20.1 billion in cash, gaining full control of the Corona maker to increase its presence in emerging markets.

AB InBev will pay $9.15 a share, the Leuven, Belgium-based company said June 29, about 30 percent more than the price of Modelo shares before talks were first disclosed on June 25. In a related deal, Constellation Brands Inc. (STZ:US) will buy Modelo’s stake in their U.S. distribution joint venture for $1.85 billion.

Skadden, Arps, Slate, Meagher & Flom LLP, Sullivan & Cromwell LLP, and Freshfields Bruckhaus Deringer LLP provided legal advice to AB InBev. Cravath, Swaine & Moore LLP advised Modelo, while Nixon Peabody LLP advised Constellation.

Skadden’s partners on the deal were New York mergers and acquisitions partners Paul Schnell, Tom Greenberg and Marie Gibson. On antitrust were Steve Sunshine and Cliff Aronson in Washington and Ian John in New York. Victor Hollender, a New York partner, handed tax matters.

Sullivan’s corporate partners on the deal included: Frank Aquila, George White, George Sampas, Neal McKnight, John Estes and Krishna Veeraraghavan. Nader Mousavi handled intellectual property issues.

Freshfields served as global antitrust counsel for InBev outside the US. The team was led by partners John Davies and Thomas Janssens from Brussels, and includes partners Paco Cantos in Madrid and Michael Han in Beijing.

Cravath corporate partners David Mercado and Joel F. Herold, antitrust partner Christine A. Varney, tax partner Michael L. Schler and executive compensation and benefits partner Jennifer S. Conway worked on the deal.

The Nixon Peabody team was led by corporate partner James Bourdeau, securities partner Roger Byrd and finance partner Craig Mills.

The acquisition speeds AB InBev’s push into faster-growing developing countries as high unemployment and sluggish economies restrain sales in Europe and North America. Mexico’s growth exceeded Brazil’s last year as domestic consumption and exports picked up on the heels of a U.S. recovery. AB InBev, the maker of Budweiser, said it expects the combined company to deliver cost and revenue benefits of at least $600 million annually.

Corona Extra, the U.S.’s largest imported beer, will become a global flagship brand of the Leuven, Belgium-based company, a status currently reserved for Budweiser alone, AB InBev Chief Executive Officer Carlos Brito said June 29 on a conference call.

AB InBev already owns a non-controlling 50 percent stake in Modelo, which it gained when InBev NV bought Anheuser-Busch Cos. in 2008 for $52 billion in the biggest brewing deal ever.

The acquisition price for the remaining 50 percent represents a multiple of about 16.2 times earnings before interest, tax, depreciation and amortization, according to Melissa Earlam, an analyst at UBS AG. That compares with an average multiple of 12.3 times historic Ebitda for similar deals since 1999, according to UBS estimates.

The acquisition pits the world’s biggest brewer against the No. 3, Heineken NV, in Mexico. Between them, the companies will control almost all of the country’s beer market after Amsterdam- based Heineken bought the brewing business of Fomento Economico Mexicano SAB in a deal valued at $7.7 billion in 2010. Modelo’s Mexican market share is about 60 percent, according to Lauren Torres, an analyst at HSBC Holdings Plc, and Heineken has most of the rest, with brands such as Dos Equis and Tecate.

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Petronas to Buy Canada’s Progress Energy for $4.7 Billion

Petroliam Nasional Bhd, Malaysia’s state-owned oil and natural-gas company, agreed to buy Progress Energy Resources Corp. (PRQ) for C$4.8 billion in cash ($4.67 billion), advancing its plan to export Canadian gas by ship. Norton Rose Canada LLP advised Petronas while Burnet, Duckworth & Palmer LLP advised Progress.

Norton Rose partners were led by energy partner Chrysten Perry and securities partner Kevin Johnson. Also assisting were: Michael Bennett, securities; Darren Hueppelsheuser, tax; John Carleton, competition and foreign investment.

The Duckworth team included: John Cuthbertson and Jody Wivcharuk, energy, investment Canada and competition, Shannon Gangl, Gary Bugeaud, Alyson Goldman and Lindsay Cox, securities; and John Brussa and Heather DiGregorio, tax.

The C$20.45-a-share price is 77 percent more than Progress Energy’s closing price June 28 in Toronto and would be the biggest purchase ever for Petronas, as the Kuala Lumpur-based company is known. Including convertible debentures, the deal is valued at about C$5.5 billion, Calgary-based Progress Energy said in a statement June 28.

Petronas Chief Executive Officer Shamsul Azhar Abbas said March 30 he wants to expand the company’s presence in Canada and Australia. The company bought a stake in three of Progress Energy’s gas fields last year and agreed to explore development of a liquefied natural gas terminal to export the fuel. Asian buyers have been lured to North America by gas prices that are about 88 percent cheaper.

“The proposed transaction will combine Petronas’s significant global expertise and leadership in developing LNG infrastructure with Progress’s extensive experience in unconventional resource development,” Datuk Anuar Ahmad, executive vice president of Petronas’s gas and power business, said in the statement.

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News

Peter Madoff Pleads Guilty to Conspiracy at Brother’s Firm

Peter Madoff pleaded guilty to conspiracy in Manhattan federal court three years to the day after his brother Bernard was sentenced to 150 years in prison for directing the biggest Ponzi scheme in U.S. history.

A chief compliance officer of Bernard L. Madoff Investment Securities LLC who helped his brother run the firm for four decades, Peter Madoff, pleaded guilty June 28 to one count of conspiracy to commit securities fraud and one count of falsifying records. He faces 10 years in prison.

Bernard Madoff’s account statements when he was arrested reflected 4,900 accounts with $65 billion in nonexistent balances. Investors lost about $20 billion in principal. Peter Madoff, 66, a graduate of Fordham University Law School who began working at the Manhattan-based firm in 1965, agreed as part of his plea not to ask U.S. District Judge Laura Taylor Swain in New York for less than a 10-year term.

Madoff also agreed to forfeit $143.1 billion, including all of his real and personal property. The forfeiture calculation is based on the total funds that passed through the Madoff firm during the fraud.

Madoff will remain free before his Oct. 4 sentencing. He is to be freed on a $5 million personal recognizance bond secured by $1 million cash or property. His travel is restricted to the New York metropolitan area and surrounding counties, and he must give up his passport.

Bernard Madoff told a judge at his sentencing in the same courthouse that he deceived his brother, his two sons and wife, Ruth, about the multibillion-dollar fraud.

“Bernie Madoff claiming that he acted alone was ridiculous,” said Anthony Barkow, a former federal prosecutor in New York and a partner at Jenner & Block LLP. “His surrender was clearly a strategy to try to insulate his family and co- conspirators and made it more difficult for the government to make the case, so it’s taken time but they’ve shown that they’re clearly working on it.”

Thirteen people have been charged with criminal wrongdoing in the almost four years since federal authorities began their investigation of Madoff’s firm. Peter Madoff is the eighth person and the highest-ranking employee other than his brother to plead guilty in the case.

Peter Madoff’s lawyer, John Wing, a partner at Lankler Siffert & Wohl LLP, didn’t return a voice-mail message yesterday seeking comment on the plea agreement.

Stephen Miller, a partner at Cozen O’Connor in Philadelphia and also a former federal prosecutor, said Bernard Madoff’s guilty plea left many victims frustrated that he didn’t give more information about the workings of the decades-long Ponzi scheme. If Peter Madoff agrees to cooperate as part of his plea agreement, he will shed additional light on how the Madoff fraud operated, Miller said.

For decades, Peter Madoff worked alongside his brother at an office in the lipstick-shaped building at 885 Third Avenue in midtown Manhattan, where Madoff Securities occupied three floors. The brothers were joined by Peter Madoff’s daughter, Shana Madoff Swanson, a lawyer, and Bernard Madoff’s sons Andrew and Mark.

Both sons worked for the legitimate, market-making side of the business and said they had no knowledge of the fraud until the day their father confessed to them.

Shana Madoff, a Fordham University Law School graduate who had worked at the firm since 1995, served as its in-house lawyer. She shared responsibilities with her father and uncle for all compliance-related activities at the firm. She hasn’t been accused of wrongdoing.

Her lawyer, Mark Warren Smith, didn’t return a voice-mail message seeking comment on her father’s plea agreement.

Martin Flumenbaum, a lawyer representing Andrew Madoff and the estate of Mark Madoff, has previously said the brothers had no knowledge of the fraud until their father confessed to them the day before his arrest. Neither was charged with a crime. Flumenbaum, a partner at Paul Weiss Rifkind Wharton & Garrison LLP, didn’t return a voice-mail message seeking comment on Peter Madoff.

Ira Lee Sorkin, a lawyer for Bernard Madoff and a partner at Lowenstein Sandler PC, didn’t return a call seeking comment on Peter Madoff.

The case is U.S. v. Madoff, 10-cr-00228, U.S. District Court, Southern District of New York (Manhattan).

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PBGC Faults Dewey Plan to Hire Proskauer, Keightley Law Firms

The Pension Benefit Guaranty Corp., Dewey & LeBoeuf LLP’s largest unsecured creditor, faulted the defunct law firm for a plan to hire Proskauer Rose LLP and Keightley & Ashner LLP at a cost of $610,000 in the first nine weeks.

The two firms’ work “to date has been unnecessary, has not affected or benefited the bankruptcy estate, and has been duplicative of each other’s work,” the PBGC said in a filing in U.S. Bankruptcy Court in Manhattan on June 29. Dewey, which owes secured lenders more than $225 million, has asked a judge to approve the hiring of about 11 firms to help it liquidate, according to filings.

The case is In re Dewey & LeBoeuf LLP, 12-12321, U.S. Bankruptcy Court, Southern District of New York (Manhattan).

Savannah Guthrie Named ‘Today’ Co-Anchor, Replacing Curry

Comcast Corp.’s NBC Universal named Savannah Guthrie as Matt Lauer’s new co-anchor of the “Today” show, a day after Ann Curry’s departure.

Guthrie, 40, joined “Today” in June 2011 as chief legal correspondent and co-host of the show’s third hour. She replaces Curry, who announced she was leaving the show yesterday after NBC’s ratings lead over competitors including ABC’s “Good Morning America” dwindled this year.

Before joining NBC, Guthrie served as Court TV’s legal affairs and national trial correspondent. Guthrie previously practiced law at Washington-based Akin Gump Strauss Hauer & Feld LLP.

“As soon as Savannah joined NBC News she was a standout, reporting for every franchise in the news division and rising through the ranks,” said Jim Bell, executive producer of “Today,” in the statement.

The appointment is effective immediately, according to the announcement from NBC News President Steve Capus.

To contact the reporter on this story: Elizabeth Amon in New York at eamon2@bloomberg.net

To contact the editor responsible for this story: Michael Hytha at mhytha@bloomberg.net


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