Bloomberg News

Kirkland, Troutman Sanders, Skadden, Weil:Business of Law

December 18, 2012

Mergers and acquisitions lawyer Sarkis Jebejian, formerly of Cravath, Swaine & Moore LLP, joined Kirkland & Ellis LLP as a partner in the corporate practice group in New York.

Jebejian, who handles domestic and cross-border merger and acquisitions deals, has worked on high-profile, high-value deals, Kirkland & Ellis said.

In August, he represented Flagstone Reinsurance Holdings SA in its sale to Validus Holdings Ltd. and led the Cravath team for Genpact Ltd. in an investment by Bain Capital Partners LLC. Jebejian also counseled BAE Systems in its sale of Safariland and KKR Private Equity Investors in its combination transaction with KKR & Co., the firm said.

Jebejian represented the independent directors of General Motors Co. in connection with the conversion of GMAC into a bank holding company and the related restructuring of GM’s investment in GMAC, and advising the independent directors of Merrill Lynch & Co. in its acquisition by Bank of America Corp.

“Sarkis is one of the country’s leading M&A practitioners with significant experience representing clients on a wide range of transactional, corporate governance and M&A work,” Jeffrey C. Hammes, chairman of Kirkland’s global management executive committee, said in a statement.

Kirkland has handled 246 announced deals this year, valued at $116 billion, according to Bloomberg’s league tables. Cravath advised on 51, valued at $147 billion, with an average value of $2.9 billion, the league tables show.

Sarkis joined Cravath in 1994 after graduating from Columbia Law School and made partner at the firm in 2004.

“It was a difficult decision to leave Cravath and I will always cherish my career there, but I am excited to join Kirkland & Ellis and its talented team of M&A lawyers, many of whom I have known for some time,” Jebejian said in a statement. “I look forward to working alongside them to continue to build Kirkland’s industry-leading corporate practice.”

A Cravath spokeswoman, Deborah Farone, said in a statement, “We wish Sarkis well in the next stage of his career.”

Utah Attorney General Mark Shurtleff Joins Troutman Sanders

Utah Attorney General Mark L. Shurtleff is retiring and will join Troutman Sanders LLP in January. He will work in the firm’s Washington office, where he will join a state attorneys general team.

“Mark’s addition will strengthen and enhance Troutman Sanders’s state regulatory expertise in a number of areas, including privacy, data security, state consumer protection issues and matters involving the Consumer Financial Protection Bureau,” said Ashley L. Taylor Jr., the leader of the firm’s state attorneys general team as well as its Regulatory compliance and government litigation practice.

Troutman Sanders has more than 600 lawyers at 15 offices in the U.S. and China.

Deals

Debevoise Advises Sun Life on $1.35 Billion Sale of U.S. Unit

Debevoise & Plimpton LLP is providing legal counsel to Sun Life (SLF) Financial Inc., the best-performing financial stock in Canada this year, which agreed to sell a U.S. annuity business in a $1.35 billion deal to a firm owned by Guggenheim Partners LLC shareholders to cut risks in equity markets and interest rates. Skadden Arps Slate Meagher & Flom LLP is representing Guggenheim Partners.

The Debevoise team is led by partner Nicholas F. Potter and includes partner Seth L. Rosen. The Skadden team includes M&A partners Todd Freed and Christopher Ulery.

Guggenheim will provide investment management for the acquired businesses, including some life insurance assets, Sun Life said today in a statement. The business will be renamed Delaware Life Insurance Co.

For more, click here.

Eight Firms Advise on Clearwire Deal With Sprint Nextel

Kirkland & Ellis LLP represents Clearwire Corp. (CLWR:US), which agreed to a sweetened, $2.97-a-share takeover bid from its wireless partner Sprint Nextel Corp. (S:US), in a $2.2 billion offer to acquire the portion of the company it doesn’t already own. Skadden Arps Slate Meagher & Flom LLP and King & Spalding LLP are representing Sprint.

The Kirkland team was led by New York corporate partners Joshua N. Korff, David B. Feirstein and Christopher A. Kitchen, together with David Fox.

The Skadden team includes partners Thomas Kennedy and Jeremy London, mergers and acquisitions; Dean Shulman ,tax; Richard Aftanas and Yossi Vebman, corporate finance; Antoinette Cook Bush, communications, FCC; Ivan Schlager, CFIUS; Regina Olshan, executive compensation and benefits; Robert Saunders, litigation; Stephanie Teicher, banking; and Steven Sunshine and Matthew Hendrickson, antitrust.

The King & Spalding legal team involved in the transaction was led by corporate partner Michael J. Egan and included partners Adam M. Freiman, corporate; and Kenneth A. Raskin, employee benefits.

Simpson Thacher & Bartlett LLP and Richards, Layton & Finger PA are representing the Special Committee of the Board of Directors of Clearwire. Partner Rob Spatt, M&A, is leading the team, which includes partners Marni Lerner, M&A; Joe McLaughlin, litigation; and Marissa Wesley, finance.

Morrison & Foerster LLP is advising Sprint’s partner, Japanese wireless company Softbank, which recently announced a controlling investment in Sprint Nextel. Leading the Softbank deal team in the Clearwire acquisition are Morrison & Foerster corporate partners Ken Siegel, managing partner of the firm’s Tokyo office, along with Robert Townsend in San Francisco, co- chairman of the firm’s global M&A practice. Both lawyers are also leading the Sprint transaction, the firm said.

Gibson, Dunn & Crutcher LLP represents Intel, a shareholder in the Clearwire deal. The deal team includes co-chairman of the firm’s emerging technologies practice group and corporate partner Gregory Davidson; and tax partner Paul Issler.

Weil, Gotshal & Manges LLP represented Centerview, financial adviser to the special committee of Clearwire. Weil’s team was led by corporate department chairman Michael Aiello and also included M&A partner Matthew Gilroy.

The new offer was approved by Japan’s Softbank Corp., which agreed in October to buy 70 percent of Sprint for about $20 billion, the companies said yesterday in a statement. The bid has the backing of Clearwire’s strategic investors such as Comcast Corp. and Intel Corp.

Sprint is moving to acquire 100 percent of the company after their four-year joint venture struggled to build a nationwide wireless network, leading to billions in losses for Clearwire. Sprint aims to take over Clearwire’s spectrum -- the airwaves that let mobile devices operate -- and use it to bolster its own network. Sprint Chief Executive Officer Dan Hesse said yesterday that the deal is “critical” to turnaround efforts at the third-largest U.S. wireless carrier.

For more, click here.

Duane Morris, Weil, Proskauer on ARCP-ARCT III Deal

Duane Morris LLP is acting as special legal counsel to American Realty Capital Properties Inc. (ARCP:US), which agreed to buy American Realty Capital Trust III Inc., a non-traded real estate investment trust, to expand its holdings of properties leased to single tenants. Weil, Gotshal & Manges LLP represented American Realty Capital Trust III Inc. Proskauer Rose LLP is acting as corporate counsel to ARCP and ARCT III.

A team of lawyers led by Duane Morris partners Richard Silfen and Darrick Mix of the Philadelphia office, on corporate and securities aspects, and Chester Lee of the New York office on the real estate aspects, represented American Realty Capital Properties. Key partners on the team also included Marc Kushner of the New York office, with associates on corporate, securities and tax matters and Marianne Adriatico and Seth Cooley of the Philadelphia office with respect to environmental matters.

Weil’s team was led by New York partner and chairman of Weil’s corporate department Michael Aiello and also included M&A partner Matthew Gilroy. Additional partners included Scott Sontag, tax department co-head.

Proskauer is acting as corporate counsel to American Realty Capital Properties and American Realty Capital Trust III. The Proskauer lawyers advising on the deal are partners Peter Fass, Daniel Ganitsky, Steven Lichtenfeld, Frank Zarb, James Gerkis and Leslie Loffman.

American Realty Capital Trust III shareholders may receive $12 a share in cash or 0.95 of a share of American Realty Capital Properties, equal to $12.26 based on the Dec. 14 closing price (ARCP:US), New York-based American Realty Capital Properties said yesterday in a statement. The cash consideration will be capped at 30 percent of American Realty Capital Trust shares outstanding.

American Realty Capital Trust III, based in New York, had about 134 million common shares outstanding at the end of September, according to a regulatory filing, suggesting a deal value of about $1.6 billion.

The combined company will have more than 800 properties leased to single tenants such as Walgreen Co. (WAG:US) and Dollar General Corp. (DG:US) in 44 states, according to the statement. The deal is expected to be completed during the second quarter of 2013.

For more, click here.

News

Iceland Special Prosecutor Indicts Ex-Baugur, Glitnir CEOs

Iceland’s special prosecutor indicted the former chief executive officers of Baugur Group hf and Glitnir Bank hf for their roles in approving a 6 billion kronur ($47 million) loan.

Baugur’s ex-CEO, Jon Asgeir Johannesson, Glitnir’s former CEO Larus Welding and two former directors at the failed bank were charged with fraud, according to the indictment obtained by Bloomberg.

The former executives are accused of breaching their authority in approving the loan to holding company FS38 ehf, three months before Glitnir failed in October 2008. The loan was used to buy a 25.7 percent stake in Aurum Holdings Ltd.

Johannesson is accused of exerting pressure as one of the largest shareholder in Glitnir to get the loan approved. Of the total, 1 billion kronur was transferred into his personal account, the prosecutor said.

A call to Johannesson’s mobile phone went unanswered and Welding couldn’t immediately be reached through his lawyer, Ottar Palsson.

Litigation

News Corp. (NWSA:US) Asks Judge to Dismiss Macpherson Aide’s Hacking Claim

News Corp.’s U.K. publishing unit asked a London judge to dismiss a phone-hacking claim filed by a former adviser to Elle Macpherson, arguing there is no evidence her voice-mails were accessed.

Mary-Ellen Field’s claim is “not fanciful, it is fantasy,” Michael Silverleaf, a lawyer for News Corp., said yesterday at a hearing. “One is very sorry for the hurt that has been caused but the problem is, she suffered it at the hands of other people.”

Field, who believes voice-mails she left Macpherson were intercepted by journalists at News Corp.’s now defunct News of the World, acted as a business adviser to the model until November 2005 when she was fired under suspicion of leaking private information to the tabloid press.

“One of the prime witnesses has thus far declined to assist the claimant,” Augustus Ullstein, Field’s lawyer, said in court. “Some of the most vital evidence is what was the basis for her dismissal by Ms. Macpherson.”

News Corp. Chairman Rupert Murdoch closed the newspaper last year in response to the scandal. More than 70 civil lawsuits were settled by February, resulting in the cancellation of a trial scheduled for that month. Another 22 lawsuits were settled last week.

Judge Geoffrey Vos adjourned the hearing in order for Field’s attorneys to contact Macpherson to provide information regarding the firing and alleged leaking of information.

“It does appear to me that this is all a bit ham-fisted,” Vos said. “I have great concern for the basis of your claim. You have to focus on how it can be proven. The party has got to stop at some point.”

News Corp. settled 22 more lawsuits Dec. 14 as the company seeks to avoid a group civil trial next year. Singer James Blunt also settled his claim with the company according to a statement released yesterday by his lawyers.

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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