Bloomberg News

Linklaters, Davis Polk, Sheppard Mullin, Loeb: Business of Law

July 10, 2012

WellPoint Inc. (WLP:US), the second-biggest U.S. health insurer, agreed to buy Amerigroup Corp. (AGP:US) for $4.9 billion in cash to expand the number of Medicaid patients it serves as the U.S. health plan for the poor undergoes broad changes in how it is managed.

Linklaters LLP represented WellPoint while Skadden Arps Slate Meagher & Flom LLP represented Amerigroup on the deal. Cleary Gottlieb Steen & Hamilton LLP represented Goldman Sachs as financial adviser to Amerigroup.

Linklaters’s New York partner Dan Dufner led the deal on behalf of WellPoint. Other New York partners included Bindu Culas, Jeff Schmidt, Jeff Norton and Gordon Warnke.

Skadden mergers and acquisitions partners Jeremy London, in Washington, and Paul Schnell and Todd Freed in New York, worked on the deal. New York partners Clifford Aronson and Ian John advised on antitrust matters. Neil Leff handled executive compensation and benefits in New York, and John Bentivoglio advised on health care regulatory and litigation in Washington.

The Cleary Gottlieb team included New York partner Ethan Klingsberg.

Amerigroup stockholders will receive $92 a share, the companies said in a statement yesterday. The amount is 43 percent higher than the closing price on July 6 for the Virginia Beach, Virginia-based company.

The acquisition will make WellPoint the top private manager of Medicaid benefits in the U.S., with 4.5 million members in the program. The deal should also boost the value of other insurers focusing on Medicaid, including WellCare Health Plans Inc. (WCG:US) and Molina Healthcare Inc. (MOH:US), said Thomas Carroll, a Stifel Nicolaus & Co. analyst in Baltimore.

The acquisition should be completed in the first quarter of 2013, the companies said. WellPoint will pay with cash on hand, commercial paper, and by selling new debt.

For more, click here.

Campbell to Buy Bolthouse for $1.55 Billion to Add Juices

Campbell Soup Co. (CPB:US), the world’s largest soupmaker, agreed to buy Bolthouse Farms for about $1.55 billion in cash to bolster its juice business.

Davis Polk & Wardwell LLP served as legal counsel to Campbell while Kirkland & Ellis LLP advised Bolthouse Farms.

Kirkland’s team included corporate partners Michael Paley and Tana Ryan, along with tax partners Bill Welke and Rachel Cantor.

Davis Polk partners in Washington and New York handled the deal. They included David L. Caplan, H. Oliver Smith, James E. Elworth and Boyoon Choi. Harry Ballan and Arie Rubenstein are providing tax advice. Edmond T. FitzGerald and Emma L. Ahrens are providing employee benefits advice. Michael N. Sohn is providing antitrust advice.

Bolthouse had sales of $689 million and earnings before interest and taxes of $79 million in its fiscal year ended March 31, Camden, New Jersey-based Campbell said yesterday in a statement. Bakersfield, California-based Bolthouse is being bought from private-equity fund Madison Dearborn Partners LLC.

Buying Bolthouse will strengthen Campbell’s U.S. beverage division, which makes the V8 brand of juice and accounted for about 10 percent of sales in the year ended July 31. That unit was Campbell’s fastest-growing last quarter, generating $208 million in revenue.

Previous management at Campbell had considered bids for Bolthouse and passed, a person familiar with the matter said last week. Campbell Chief Executive Officer Denise Morrison, who took over last year, was more interested than predecessor Doug Conant, said the person.

Private-equity firms such as Ares Management LLC and Advent International Corp. also explored bids for Bolthouse, a person familiar with the matter said last week.

For more, click here.

Firm News

Sheppard Mullin Opens Chicago Office With K&L Gates Team

Sheppard, Mullin, Richter & Hampton LLP opened a Chicago office yesterday, the firm’s fifteenth, with a team of partners mostly from K&L Gates LLP.

Lawrence C. Eppley, who will be managing partner of the new office, Terrence E. Budny, Patrick J. Maloney, Paul T. Metzger and Kenneth A. Peterson, Jr., were formerly partners at K&L Gates in Chicago. Kevin M. Cloutier joins from Winston & Strawn LLP in Chicago. D. Ronald Ryland, the Sheppard’s general counsel, will also join the office, relocating from San Francisco.

“Initially the office will leverage the success of our corporate, employment, real estate and finance practices and helps us serve current and future clients,” Guy N. Halgren, chairman of Sheppard Mullin said in a statement. He added that he expected the firm to hire more lawyers soon. “Chicago is the Midwest’s corporate center and we are committed to growing the office to serve companies in the region, including those in the advertising, health care, insurance, private equity and technology sectors.”

The new partners practice in several areas. Budny joins as a member of the real estate, land use and environmental practice group. Eppley and Maloney join the corporate practice group. Metzger will be in the tax, employee benefits, and trusts and estates practice group, while Peterson is a finance and bankruptcy lawyer. Cloutier joins the labor and employment practice group.

Ryland, a member of the California, New York and District of Columbia bars, serves as the firm’s general counsel. Prior to assuming that role, he was a business litigator and bankruptcy lawyer for nearly forty years, with a focus on the representation of financial institutions and other creditors.

Sheppard Mullin has almost 600 attorneys in 15 offices located in the U.S., Europe and Asia.

Moves

O’Melveny Hires Standard Chartered Bank Lawyer in Hong Kong

O’Melveny & Myers LLP hired Gigi Woo, a Hong Kong securities lawyer, who most recently worked at Standard Chartered Bank, where she served as the Global Head of Debt and Equity Capital Markets Legal. Woo joined the firm as a capital markets partner based in the Hong Kong office.

“Gigi’s arrival bolsters our Hong Kong capital markets scale and capabilities, enhancing our ability to offer seamless listing support on a global basis,” said David Johnson, managing partner of O’Melveny’s Hong Kong office and a member of the firm’s corporate finance/capital markets practice.

Woo has spent most of her career leading legal teams at investment banks throughout Asia, including senior positions in the legal departments of Deutsche Bank and Goldman Sachs (Asia) LLC, the firm said.

She has overseen a wide variety of both debt and equity capital market transactions, securitizations, cross-border and domestic mergers and acquisitions, and financings, as well as worked on numerous initial public offerings.

O’Melveny has 800 lawyers in 15 offices worldwide.

Proskauer Adds Three Partners to Global Capital Markets Practice

Proskauer Rose LLP has added three partners and a senior counsel to the global firm’s London office. Partners Peter Castellon, Katherine Mulhern and Roberto Bruno and senior counsel Maximilian Kirchner will join the capital markets practice in September 2012.

“This is a superb group of lawyers, all of whom are highly respected by the international investment banking and capital markets communities,” said Frank Lopez, co-head of Proskauer’s global capital markets group. “Their addition will significantly enhance our ability to advise underwriters, sponsors and issuers on cross-border capital markets transactions.”

Peter Castellon will join from Citigroup in London, where he is currently Deputy General Counsel, Banking & Capital Markets. He has been responsible for advising Citi’s Equity Capital Markets Division and Investment Banking Division in connection with an array of securities offerings, including IPOs, follow-on and secondary offerings, block trades, rights offerings and offerings of convertible and exchangeable bonds, the firm said.

Katherine Mulhern will join from Kaye Scholer LLP, where she is currently a corporate partner in the London office. Before that, she was head of the U.S. capital markets practice in the London office of Hogan Lovells LLP, the firm said.

Roberto Bruno will join from Cravath, Swaine & Moore LLP’s London office, where he is currently a senior attorney in the corporate department. His practice focuses on cross-border, sophisticated and high-profile securities offerings, the firm said.

Max Kirchner will join from the New York office of Latham & Watkins LLP. He represents financial institutions and private equity sponsors in leveraged finance and equity capital markets transactions and has experience in high-yield offerings, acquisition financings, IPOs and secondary stock offerings, the firm said.

Proskauer has 13 offices in the U.S., South America, Europe and Asia.

Loeb Hires Paul Hastings M&A Partner Peng in Beijing

Loeb & Loeb LLP announced that mergers and acquisitions lawyer Roger C. Peng, who was previously a partner at Paul Hastings LLP, has joined the firm as a partner in the Beijing, China, office. Prior to his employment at Paul Hastings, Peng was managing partner of Hogan & Hartson’s (now Hogan Lovells LLP) Beijing office, the firm said.

Peng’s practice focuses on mergers and acquisitions, private equity, venture capital, and complex commercial transactions, with a particular focus on transactions in telecommunications, Internet, media, software, and other technology sectors.

“Roger’s outstanding reputation and deep experience handling complex U.S. dollar- and RMB-denominated private equity transactions and cross-border M&A transactions is very well suited to the deal activity we are seeing in China today,” said Mitchell S. Nussbaum, chairman of the firm’s capital markets and Asia practices.

Loeb & Loeb has represented more than 60 Chinese companies that have gone public in the U.S., the firm said. The firm’s clients also include private equity funds, investment banks, as well as China-based enterprises, creative artists and entrepreneurs seeking to expand into the U.S. entertainment industry, and U.S. media and entertainment clients seeking to grow and secure their interests in China.

Loeb & Loeb has more than 300 attorneys at five domestic offices in Los Angeles, New York, Chicago, Washington and Nashville, Tennessee, as well as a representative office in Beijing.

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

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


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