Bloomberg News

S&C, Wachtell, Shearman, Cleary, Wilson: Business of Law

December 21, 2012

Sullivan & Cromwell LLP advised IntercontinentalExchange Inc. (ICE:US), the 12-year-old energy and commodity futures bourse, on its agreement to acquire NYSE Euronext (NYX:US) for cash and stock valued at $8.2 billion.

Wachtell, Lipton, Rosen & Katz is serving as legal adviser to NYSE Euronext, the world’s biggest equities market. Shearman & Sterling LLP is advising ICE on European Union regulatory and antitrust aspects of the NYSE bid.

The S&C team includes partners John Evangelakos, Audra D. Cohen, Tim Emmerson and Olivier de Vilmorin, mergers and acquisitions; H. Rodgin Cohen, financial institutions; David J. Gilberg, CFTC matters; Frederick Wertheim, SEC matters; David C. Spitzer, Michael T. McGowan and Nicolas de Boynes, tax; Matthew M. Friestedt, executive compensation/benefits; Steven L. Holley, competition; and Catherine M. Clarkin, securities.

The Shearman & Sterling team includes partners Barney Reynolds, financial institutions and regulatory; Matthew Readings, antitrust; and Iain Scoon, tax.

Wachtell Lipton’s team is led by corporate partner David C. Karp and includes partners Karessa L. Cain, corporate; David A. Schwartz, antitrust; Jeremy L. Goldstein, executive compensation and benefits; and T. Eiko Stange, tax.

IntercontinentalExchange, based in Atlanta, will pay $33.12 a share for the owner of the New York Stock Exchange, 38 percent more than the Dec. 19 closing price, according to a statement yesterday. Both boards approved the proposal and the companies expect to complete the transaction in the second half of 2013. Last year, the U.S. blocked a joint hostile bid by IntercontinentalExchange and Nasdaq OMX Group Inc. (NDAQ:US) for the New York-based company on concern the combination would dominate U.S. stock listings.

Merging NYSE Euronext, which owns the biggest exchanges by value of listings in the U.S., France and the Netherlands, with the second-largest futures market underscores both the growing importance of derivatives and the diminishing influence of the 220-year-old NYSE. The Big Board, once the benchmark for global free markets, has seen its share of trading in stocks listed on the exchange decline to 21 percent from 82 percent.

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Google to Sell Motorola Home to Arris for $2.35 Billion

Cleary Gottlieb Steen & Hamilton LLP is advising Google Inc. (GOOG:US) on its agreement to sell its Motorola Home business to Arris Group Inc. (ARRS:US) for $2.35 billion. Troutman Sanders LLP is acting as lead legal counsel to Arris.

The Cleary Gottlieb mergers and acquisitions team includes partners Ethan Klingsberg and Glenn McGrory. Partners David Gelfand and Leah Brannon are advising on antitrust aspects. Tax matters are being handled by partner Sheldon Alster and employee benefits are being handled by partner Michael Albano. The leveraged finance team includes partners Richard Lincer and Laurent Alpert.

For Troutman Sanders, partners include Brinkley Dickerson and Patrick Macken, corporate; Robert Friedman, tax; Hazen Dempster, finance; Jeff Banish, employee benefits; Ashley Hager, labor; Jim Bollinger, intellectual property; and Glenn Manishin, Dan Anziska and Mitch Portnoy, competition.

Arris, a cable-equipment maker, will pay about $2.05 billion in cash and about $300 million in newly issued shares that will give Google a stake of about 15.7 percent, the companies said in a statement.

Google, acquired the division, which sells television set- top boxes, through the $12.5 billion purchase of Motorola Mobility Holdings Inc. in May. It received multiple offers on Dec. 7, a person with knowledge of the matter said earlier this month. Google sought a buyer for the division as it aims to devote more attention to mobile devices amid an accelerating rivalry with Apple Inc. (AAPL:US)

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Simpson, S&C Among Firms Advising on China’s Biggest LBO

Simpson Thacher & Bartlett LLP is advising Focus Media Holding Ltd. (FMCN:US), a Chinese advertising company, which agreed to be bought by a group of investors led by Carlyle Group LP (CG:US) in a $3.7 billion deal that will be the country’s largest leveraged buyout.

Sullivan & Cromwell LLP and Fried, Frank, Harris, Shriver & Jacobson LLP are serving as U.S. legal advisers to the sponsors.

The board has approved the offer from the group, which also includes Chief Executive Officer Jason Nanchun Jiang, to acquire the Shanghai-based company for $27.50 per American depositary share, Focus Media said in a statement. The price was 50 cents more than the group offered in a non-binding proposal in August. The shares jumped 6.7 percent to $25.52, the highest close since April 12.

The Simpson Thacher team for the transaction includes Kathryn King Sudol and Richard C. Lin, mergers and acquisitions, and Chris K.H. Lin and Daniel Fertig, corporate.

Sullivan & Cromwell, which was lead counsel on the financing, is advising on English law matters. Conyers Dill & Pearman is serving as the sponsors’ Cayman Islands legal adviser and Zhong Lun Law Firm is advising on China.

The S&C team was led by partners Michael DeSombre and William Chua in Hong Kong and Presley Warner in London.

Fried Frank corporate partners Douglas Freeman and Victor Chen advised the private-equity group in connection with the transaction.

The buyout group also includes FountainVest Partners, Citic Capital Partners and China Everbright Ltd. (165) CDH Investments Fund Management Co., an investment company based in Beijing, dropped out of the group, Dow Jones Newswires reported Dec. 7.

Ropes & Gray LLP, led by Hong-Kong based private equity partner Gary Li, is representing China Everbright.

Skadden, Arps, Slate, Meagher & Flom LLP is representing Nanchun Jiang. The Skadden team includes corporate partners Peter Huang in Beijing and Michael Gisser in Beijing and Los Angeles.

Kirkland & Ellis LLP, led by Hong Kong corporate partners David Zhang, Jesse Sheley and Stephanie Tang, is serving as U.S. legal adviser to the independent committee, and Maples and Calder and Fangda Partners are serving as its Cayman Islands and China legal advisers, respectively.

Shearman & Sterling LLP is serving as U.S. legal adviser to J.P. Morgan Securities (Asia Pacific) Ltd.

Clifford Chance is serving as U.S. and English law legal adviser to the underwriters, bookrunners and mandated lead arrangers of the debt financing. Walkers and Fangda Partners are serving as their Cayman Islands and China advisers, respectively. good opportunity here.’’

The transaction needs approval from at least two-thirds of shareholders and is scheduled to be completed in the second quarter of 2013, according to the statement. Jiang, company managers and Fosun International Ltd. (656), which together hold 36 percent of the stock, agreed to vote in favor of the deal, Focus said. [bn:WBTKR=1124L:US]

Morrison & Foerster LLP [] is representing Fosun in the deal. Los Angeles corporate partner Hillel T. Cohn leads Morrison & Foerster’s deal team, which also includes Hong Kong partner Gregory Wang, Los Angeles partner Kathryn I. Johnstone, New York partner Peter C. Dopsch and Washington partner Jonathan S. Gowdy.

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Covington, Locke Lord Advise SandRidge Energy on Permian Deal

Covington & Burling LLP and Locke Lord LLP are advising SandRidge Energy Inc. (SD:US), the energy producer that has been fighting shareholder calls to break up the company, on an agreement to sell assets in the Permian Basin to Sheridan Production Partners II for $2.6 billion.

Andrews Kurth LLP is representing Sheridan in the deal.

The Covington team included Stephen Infante and Scott Smith, mergers and acquisitions, and David Engvall, securities.

Locke Lorde lawyers were led by Terry Radney with assistance from Pat Beaton, oil and gas; Dale Smith, finance; Mitch Tiras, tax; Van Jolas, antitrust; and Greg Heath, corporate.

Andrews Kurth partners included John Clutterbuck, Cheryl Phillips Scott Olson, Kay Lynn Brumbaugh and Gail Merel.

Kirkland & Ellis LLP, with a team led by Thomas W. Christopher, represents Morgan Stanley in its role as financial adviser to SandRidge.

Sheridan, a closely held producer based in Houston, will pay cash, SandRidge said Dec. 18 in a statement. SandRidge, based in Oklahoma City, produces about 24,500 barrels of oil equivalent a day from 225,000 acres in the Permian’s Central Basin Platform.

The transaction is expected to be completed in the first quarter. SandRidge will use the proceeds to pay debt and fund drilling at its Mississippian Lime fields in Oklahoma and Kansas, according to the statement.

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Firm News

Wilson Sonsini Goodrich & Rosati Opens Office in Beijing

Wilson Sonsini Goodrich & Rosati opened an office in Beijing, the firm’s third in Greater China, joining sites in Shanghai and Hong Kong.

Partner Kefei Li, who has capital markets experience, including representing clients in U.S. and Hong Kong initial public offerings by Chinese companies, will head the new office. Attorneys with corporate expertise in mergers and acquisitions, private equity and capital markets, as well as intellectual property, licensing and technology and life sciences practices, will staff the new office.

“Besides being the regulatory center in China, Beijing is a hub for technology companies and growth enterprises as well as capital markets, private equity, venture capital and cross- border M&A activities,” said Jack Sheridan, co-managing partner of the firm. “That confluence makes it a natural fit for the firm and critical to serving the diverse needs of our clients in the region.”

The firm opened its Shanghai office in 2007 and an office in Hong Kong in 2010, which recently became associated with Chen & Associates, a local firm of solicitors practicing Hong Kong law.

Wilson Sonsini has lawyers in 11 offices in the U.S., Asia and Brussels.

Gibson Dunn Advises UBS on $1.5 Billion Fine by Regulators

Gibson Dunn & Crutcher LLP advised UBS AG (UBSN), Switzerland’s biggest bank, on the 1.4 billion Swiss francs ($1.5 billion) settlement it will pay to U.S., U.K. and Swiss regulators for trying to rig global interest rates, triple the penalties levied against Barclays Plc.

Fines from the U.S. Commodity Futures Trading Commission and the U.S. Justice Department total $1.2 billion, UBS said in a statement Dec. 19. It will pay 160 million pounds ($260 million) to the U.K. Financial Services Authority, the largest- ever fine imposed by the regulator, and disgorge 59 million francs in estimated profits to the Swiss Financial Market Supervisory Authority.

Gibson Dunn London partner Philip Rocher and Gary Spratling, who is co-chair of the firm’s antitrust and trade regulation practice group, worked on the settlement along with antitrust partner Jarrett Arp and white-collar partner David Burns. Litigation partners Steven Sletten and Lawrence Zweifach were also involved.

Global authorities are investigating claims that more than a dozen banks altered submissions used to set benchmarks such as the London interbank offered rate to profit from bets on interest-rate derivatives or make the lenders’ finances appear healthier. Barclays, the U.K.’s second-biggest bank, agreed to pay 290 million pounds in June to resolve the U.S. and U.K. Libor probes.

The U.K. finance regulator found more than 2,000 documented requests by UBS traders to manipulate rates in chat messages and group e-mails, and that at least 45 people at the bank knew of the practice between during a six-year period until the end of 2010. Bank employees colluded with interdealer brokers and paid them bribes to help manipulate yen Libor submissions by other banks, the FSA said in a statement.

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News

Wal-Mart Names Roberts General Counsel Amid Mexico Bribery Probe

Wal-Mart Stores Inc. (WMT:US) named Karen Roberts general counsel to replace Jeff Gearhart, who will take on new duties related to the company’s global compliance efforts following allegations of bribery in Mexico.

Roberts, 42, a 17-year veteran of the company who now handles Wal-Mart’s real estate operations, will start the new role on Feb. 1, the Bentonville, Arkansas-based retailer said yesterday in a statement.

The U.S. Justice Department and the Securities and Exchange Commission are investigating allegations that Wal-Mart systematically bribed Mexican officials so it could more quickly open stores in the country. Wal-Mart said in November it also started inquiries into potential violations of the Foreign Corrupt Practices Act in Brazil, India and China.

Former general counsel Gearhart, 48, will continue to oversee the legal department in his role as executive vice president and corporate secretary. In addition, he will be involved with Wal-Mart’s compliance, ethics and investigations teams, the company said.

Moves

Litigator Brothers Join Carlton Fields in New York

Carlton Fields said Oleg Rivkin and V. David Rivkin joined the firm as shareholders in New York in its business litigation and trade regulation group. The brothers were formerly partners with Fox Horan & Camerini LLP, where they handled international litigation and arbitration matters.

David Rivkin focuses his commercial litigation and arbitration practice on cross-border disputes often involving licensing of technology, copyright and trademark infringement, theft of trade secrets, and other intellectual property matters. In addition, he acts as outside general counsel and adviser on transactions involving technology licensing, trademarks, trade secrets, copyrights, software and domain-name protection, the firm said.

Oleg Rivkin’s practice is concentrated on international litigation and arbitration involving corporate, commercial and other business disputes. During the past 20 years, his work has included cross-border transactions, unfair competition, securities fraud, surety bonds, banking, lender liability, antitrust, civil RICO and asset forfeiture.

Oleg Rivkin joined Fox Horan as a full-time associate in 1992, making partner in 2000. David Rivkin joined the firm as a full-time associate in 1999 and made partner in 2007.

Carlton Fields has more than 300 attorneys and government consultants at eight U.S. offices.

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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Companies Mentioned

  • ICE
    (Intercontinental Exchange Inc)
    • $185.69 USD
    • -4.31
    • -2.32%
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