Bloomberg News

Skadden, Jones Day, Wachtell, Latham: Business of Law

July 20, 2012

Sharis A. Pozen, who headed the U.S. Justice Department’s successful effort to block AT&T Inc.’s proposed $39 billion purchase of T-Mobile USA, is joining Skadden, Arps, Slate, Meagher & Flom LLP’s global antitrust and competition practice in Washington.

“With their global client base and their outstanding reputation in corporate law and antitrust, this is a terrific opportunity for me at this stage of my career,” Pozen said in an interview. She will start at Skadden on Sept. 4.

Pozen joined the Justice Department as chief of staff and counsel in 2009 and was appointed assistant acting attorney general in August 2011. Before that, she worked at Hogan & Hartson LLP, now Hogan Lovells LLP.

Her experience working with Skadden lawyers during her tenure at the Justice Department and while in private practice, influenced her decision to join the firm, Pozen said.

“Sharis’s ability to help companies in a vast array of industries navigate complex antitrust enforcement policies and programs -- including merger reviews, criminal and civil enforcement and competition advocacy -- will provide extraordinary value to our clients,” Steven C. Sunshine, North American group leader of Skadden’s antitrust and competition practice, said in a statement.

Pozen announced her resignation in January, a month after AT&T dropped its bid for T-Mobile. She left the Justice Department at the end of April. Under Pozen, the department’s Antitrust Division also successfully pressured H&R Block Inc. (HRB:US) to abandon its acquisition of the maker of TaxAct tax-preparation software.

Skadden has about 1,800 attorneys in 23 offices worldwide.

Deals

Georgia Gulf to Buy PPG Unit for $1.9 Billion

Georgia Gulf Corp. (GGC:US) agreed to acquire PPG Industries Inc. (PPG:US)’s commodity-chemicals unit for $1.9 billion in cash and shares to gain factories that make raw materials used in the company’s plastic pipe and siding.

PPG, based in Pittsburgh, will spin off its chemicals unit and merge it with Atlanta-based Georgia Gulf, according to a joint statement yesterday. PPG shareholders will own 50.5 percent of the new Georgia Gulf, the companies said.

Jones Day is advising Georgia Gulf. Atlanta private equity partner John Zamer led the firm’s team.

Wachtell, Lipton, Rosen & Katz served as PPG’s legal adviser. Wachtell Lipton’s team was led by corporate partner Steven A. Rosenblum. Additional attorneys included antitrust partner Ilene K. Gotts, executive compensation and benefits partner Adam J. Shapiro, restructuring and finance partner Eric M. Rosof and tax partner Jodi J. Schwartz.

Georgia Gulf, already the biggest North American maker of vinyl building products, will have $5 billion in sales as it becomes the second-biggest producer of vinyl chloride and the third-largest maker of chlorine and caustic soda on the continent. PPG, the world’s second-biggest coatings maker, is exiting commodities to focus on paints for homes and autos.

“The deal makes sense for both parties,” Hassan Ahmed, a New York-based analyst at Alembic Global Advisors, said in a telephone interview. “PPG wins by shedding their commodity business and getting the valuation bump associated with a pure- play specialty-chemical company. Georgia Gulf wins because this increases their integration into chlorine.”

For more, click here.

Highstar Capital Agrees to Buy Veolia Unit for $1.9 Billion

Highstar Capital, a U.S. infrastructure fund, agreed to buy Veolia Environnement SA (VIE)’s U.S. waste-management business for about $1.9 billion.

Jones Day advised Paris-based Veolia. Winston & Strawn LLP advised Star Atlantic Waste Holdings II LP, the Highstar Capital portfolio company that announced the agreement.

The Jones Day deal team was led by Chicago mergers and acquisitions partner Libby Kitslaar.

Winston & Strawn’s primary partners on the deal included team leader Jonathan Birenbaum, mergers and acquisitions; Roger Lucas, tax; Bill Brewer, finance; and May Wall, environmental. Additional partners included John Kalyvas, finance; Loran Thompson and Linda Hoseman, employee benefits; and Loran Higgins, real estate.

Highstar, the infrastructure-focused private equity firm once affiliated with American International Group Inc. (AIG:US), beat bids from buyout firm Madison Dearborn Partners LLC and Brazilian conglomerate Estre Ambiental SA, people familiar with the matter said before the announcement.

Veolia, the world’s biggest water company, is shedding the unit as it tries to cut debt by 20 percent to 12 billion euros ($14.7 billion) by the end of next year. Chief Executive Officer Antoine Frerot said last month he wants to focus on “promising” countries and will pursue asset sales in the U.S. and U.K.

For more, click here.

BC Partners to Buy Cable Operator Suddenlink From Goldman Sachs

BC Partners Ltd. and Canada’s second-biggest pension fund agreed to buy U.S. cable operator Suddenlink Communications for $1.99 billion from investors including Goldman Sachs (GS:US) Group Inc.

BC Partners is making the purchase together with Canada Pension Plan Investment Board and a management team led by Suddenlink Chief Executive Officer Jerry Kent, according to a statement from Cequel Communications Holdings LLC, which does business as Suddenlink. Including debt, the deal has an enterprise value of $6.6 billion, Cequel said.

For BC Partners and CPPIB, Latham & Watkins LLP and Wachtell, Lipton, Rosen & Katz LLP acted as legal advisers. CPPIB was also separately advised by Torys LLP. For existing equity holders, Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal adviser.

Paul Hastings LLP and Seyfarth Shaw LLP acted as legal advisers to Suddenlink.

The Latham deal team was led by New York partners Raymond Lin and Taurie Zeitzer and Washington partner Matthew Brill.

Wachtell’s team was led by corporate partner Steven A. Cohen. Restructuring and finance partner Joshua A. Feltman also worked on the deal.

Torys represented the Canada Pension Plan Investment Board with a team that included Toronto partners Matthew Cockburn, corporate/securities; Guy Berman, corporate/securities; and John Cameron, legal research.

The Fried Frank team was led by corporate partners Robert Schwenkel, Steven Steinman and F. William Reindel.

Mergers and acquisitions partners Barry Brooks and Luke Lovine, leveraged finance partner Jeffrey Pellegrino and bank finance partner Rick Denhup led the Paul Hastings team.

The Seyfarth team was led by New York corporate partners Andrew Lucano and Stan Bloch.

Acquisitions by private-equity companies total $61 billion worldwide so far this year, compared with $144 billion for all of 2011, data compiled by Bloomberg show. The BC Partners group is buying Suddenlink from sellers including Goldman Sachs, Quadrangle Group LLC and Oaktree Capital Group LLC, according to the statement.

“Suddenlink is one of the most attractive cable companies in the U.S. today, with a world-class infrastructure,” BC Partners Co-Chairman and Managing Partner Raymond Svider said in the statement. Svider also is chairman of Luxembourg-based Intelsat SA.

For more, click here.

Firm News

MoFo New York Partner Nashelsky Elected Firm Chairman

Morrison & Foerster LLP said Larren M. Nashelsky was elected chair of the firm. He succeeds Keith Wetmore, whose fourth three-year term in the position ends in October. Wetmore will continue with the firm as chair emeritus, the firm said in a statement.

Nashelsky, 45, is the co-chair of the firm’s bankruptcy and restructuring practice and a member of the firm’s executive committee. He previously served as a firmwide managing partner.

Nashelsky joined MoFo as a partner in 1999 from Weil Gotshal & Manges LLP. As co-chair of the firm’s bankruptcy and restructuring group, with New York partner Gary Lee, Nashelsky has led the practice through a period of rapid growth.

The group is lead bankruptcy counsel in the Chapter 11 of Residential Capital LLC and and was lead counsel to Louis Freeh, Chapter 11 trustee for MF Global Holdings Ltd., the firm said.

“I am incredibly fortunate to assume my new role at a time when Morrison & Foerster is strong in all respects, thanks to the exemplary leadership and extraordinary contributions of Keith Wetmore, our executive leadership team, and many others,” Nashelsky said in a statement.

Morrison & Foerster has 1,000 lawyers in 15 offices in the U.S., Europe and Asia.

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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