Bloomberg News

Pepper Hamilton, Debevoise, Simpson: Business of Law

February 06, 2013

Former FBI Director Louis Freeh, who is supervising the wind-down of bankrupt MF Global Holdings Ltd. and oversaw a probe of Pennsylvania State University’s child sex-abuse scandal, was named chairman of his law firm, Pepper Hamilton LLP.

He replaces Nina M. Gussack, who is completing her second three-year term. She will continue her practice and her role as chairwoman of Pepper’s health-effects litigation practice.

“The goal is to continue implementing our strategic plan,” Freeh said in an interview. “We have a good strong executive and administrative leadership. We want to keep the firm robust, keep it competitive and to strengthen all of our practice areas.”

The 122-year-old Philadelphia-based firm last year hired a non-lawyer chief executive officer, Scott Green, and elected partner Tom Cole as managing partner. In addition to Freeh, the executive committee elected two vice chairs: Julia D. Corelli, a corporate and securities lawyer and co-chairwoman of the commercial department, and Thomas M. Gallagher, a litigator and chairman of the firm’s white-collar litigation and investigations practice group.

Freeh said the firm will probably continue its growth in practices including white collar, health effects, intellectual property and financial services. Geographically, he expects the firm’s New York and Washington offices to expand, with a group of partners soon to join the New York office.

“Most of our growth, as you can note through the last decade, has been through lateral hires,” Freeh said. “It doesn’t mean we wouldn’t entertain something larger, but organic growth has served us well.”

Freeh, a former federal judge, led the Federal Bureau of Investigation under President Bill Clinton from 1993 to 2001. He was then general counsel at MBNA America Bank NA until 2006. The white-collar and investigations law firm he formed in 2007, Freeh Sporkin & Sullivan LLP, joined with Pepper in September.

Pepper has more than 500 lawyers in 12 U.S. offices.

Deals

Six Law Firms Were Involved in Dell’s $24.4 Billion LBO

Debevoise & Plimpton LLP (1169L:US); Hogan Lovells; Wachtell, Lipton, Rosen & Katz and Simpson Thacher & Bartlett LLP were among the firms which advised on personal-computer maker Dell Inc. (DELL:US)’s plan to go private in a deal valued at $24.4 billion. It’s the biggest leveraged buyout since the financial crisis.

Chief Executive Officer Michael Dell and Silver Lake Management LLC will pay $13.65 a share, the companies said yesterday in a statement. That’s 25 percent more than the closing price of $10.88 on Jan. 11, the last trading day before Bloomberg News reported the discussions. Michael Dell is taking back majority control of the company he started almost three decades ago.

Debevoise is advising the special committee of Dell’s board. The Debevoise team is led by partners Jeffrey J. Rosen, William D. Regner and Michael A. Diz and includes partners Lawrence K. Cagney, Peter A. Furci, Gary W. Kubek, Pierre Maugue and Jeffrey E. Ross.

Hogan’s team advised Dell. It was led by securities partners Richard J. Parrino and Kevin K. Greenslade. Additional partners include Joseph G. Connolly Jr., securities; Bruce W. Gilchrist, Eve N. Howard and Peter S. Humphreys, finance; Margaret de Lisser, employee benefits; Carine S. Stoick and J. Brent Singley, corporate; Todd Overman, government contracts; and Dominique Mendy, labor (Europe).

Wachtell Lipton is serving as legal adviser to Michael Dell. Its team is led by corporate partners Martin Lipton and Steven A. Rosenblum and consists of partners Andrew J. Nussbaum and Gordon S. Moodie, corporate; Joseph D. Larson, antitrust; Michael J. Segal, executive compensation and benefits; John F. Savarese and William Savitt, litigation; Joshua A. Feltman, restructuring and finance; and T. Eiko Stange, tax.

Simpson Thacher is representing Silver Lake. The team is being led by corporate partner Rich Capelouto. Additional partners include Chad Skinner, M&A; Bill Brentani, Michael Nathan and John Lobrano, capital markets; Jennifer Hobbs, credit; Laura Palma, structured finance; John Creed and Katharine Moir, tax; Tristan Brown, employee benefits; Joe Tringali, antitrust; Jeff Ostrow, IP; Stacie McGinn, regulatory; and Laura Twomey, personal planning.

Weil, Gotshal & Manges LLP represents Evercore Partners, the financial adviser to the Dell board’s special committee. Weil’s team was led by New York corporate partner Michael Aiello and includes corporate partner Matthew Gilroy.

Sullivan & Cromwell LLP represents Microsoft Corp. as provider of a $2 billion loan to the group that proposed to take Dell private. The firm’s corporate team in Los Angeles includes partner Alison Ressler. In New York, partner David Spitzer is advising on tax matters.

Davis Polk & Wardwell LLP is advising J.P. Morgan Securities LLC as financial adviser to Dell’s special committee of independent directors. The Davis Polk corporate team includes partner Alan F. Denenberg. Partner Neal A. Potischman is providing litigation advice, partner Sartaj Gill is providing credit advice and partner Neil Barr is providing tax advice.

Dell stock has lost more than half its value since January 2007, when Michael Dell resumed his role as CEO, amid investor dismay with management’s failure to cope with competitors in mobile and cloud computing. By going private after a quarter- century as a publicly traded company, Dell is seeking more leeway to cut jobs and adopt strategy shifts needed to court high-margin customers spending billions on data centers.

Even as being private shields Round Rock, Texas-based Dell from answering to public shareholders on a quarter-by-quarter basis, it subjects the company to new constraints, including the addition of debt. Following the transaction, Michael Dell will be chairman and chief executive, maintaining “significant equity,” according to the statement.

For more, click here.

Praxair to Buy NuCO2 for $1.1 Billion to Add Carbonation

Sullivan & Cromwell LLP represents Praxair Inc. (PX:US), the biggest U.S. industrial-gases company, which agreed to pay $1.1 billion for NuCO2 Inc. to acquire the nation’s largest supplier of beverage carbonation to restaurants.

Gibson Dunn & Crutcher LLP is advising NuCO2 and owner Aurora Capital Group, a Los Angeles-based private-equity firm. The deal is expected to be completed this quarter and to be neutral or add “slightly” to 2013 earnings, Danbury, Connecticut-based Praxair said yesterday in a statement.

S&C’s New York-based team includes corporate/M&A partners Keith Pagnani, co-head of the health-care and life sciences group, and Krishna Veeraraghavan. Partner Matthew Friestedt assisted on executive compensation and benefits. Partner Ronald Creamer Jr. advised on tax.

The Gibson Dunn team is led by Ari Lanin, co-chairman of the private-equity practice group, and Peter Wardle, co-chairman of the capital markets practice group. Both are in Los Angeles. The team includes partners Dora Arash, tax; Sean Feller, employee benefits/executive compensation; and Andrew Cheng, finance.

Chairman Stephen Angel is making his biggest acquisition in more than five years leading Praxair. NuCO2, which provides carbon dioxide for soft drink dispensers and nitrogen for draught beer, will have earnings before interest, taxes, depreciation and amortization this year of about $115 million on sales of $250 million, Praxair said.

For more, click here.

Buffett Takes Cigna Death-Benefit Risk in $2.2 Billion Deal

Warren Buffett’s Berkshire Hathaway Inc. is taking on as much as $4 billion in liabilities from Cigna Corp. as the third- biggest U.S. health insurer seeks to reduce risk from death- benefits and retirement products.

Cigna’s legal adviser was Skadden, Arps, Slate, Meagher & Flom LLP (1112L:US). Bank of America Corp. provided financial advice.

The Skadden Arps team includes partners Robert Sullivan and J. Stephanie Nam, insurance; Todd Freed, financial institutions; Gregory Fernicola, corporate; and Jessica Hough, tax.

Cigna will pay $2.2 billion to Omaha, Nebraska-based Berkshire, according to a statement Feb. 4 from the Bloomfield, Connecticut-based health insurer. The transaction will be funded with $1.8 billion in investment assets, $100 million in cash and an estimated $300 million tax benefit.

Buffett and his reinsurance chief, Ajit Jain, have assumed obligations from insurers seeking to cut risk or narrow their focus. The contracts give Berkshire’s billionaire chairman and chief executive officer more funds to invest and make acquisitions at the firm he’s built from a failing textile maker into a company with more than 70 operating units (2FA:US).

Cigna investors have been “waiting on this for a long time, so I imagine the reaction to it will be positive,” David Windley, a Jefferies & Co. analyst in Nashville, Tennessee, said in a phone interview.

For more, click here.

Firm News

Eversheds Announces New Asia Management Team

Eversheds LLP announced the appointment of a new management team in Asia, part of a planned restructuring of the firm’s operations in the region that includes the opening of a new office in Beijing this year.

Stephen Kitts, a corporate finance partner who specializes in mergers and acquisitions, was appointed Asia managing partner. Stephen Mok was named Asia head of corporate. Ivan Ng, who focuses on contractual claims, banking litigation, insolvency and commercial fraud, will head the Asia litigation and dispute management team. Banking lawyer King Tak Fung, a former vice president at Bank of America Corp., was appointed Asia head of finance.

“The next stage of our journey in Asia is to drive closer integration with the rest of our global business and to continue to invest in high-caliber front line practitioners, in particular in corporate, finance and litigation,” managing partner Lee Ranson said in a statement.

The four new appointments are based in Eversheds’s Hong Kong office. The firm’s 44 offices in 27 countries include sites in Shanghai, Singapore, Japan and India.

Moves

Hughes Hubbard Expands Aviation Practice with Greenberg Lawyers

Hughes Hubbard & Reed LLP said aviation partner Jeffrey S. Tenen and a counsel joined the firm’s Miami office from Greenberg Traurig PA.

Tenen focuses his practice on aviation industry matters. He represents carriers, leasing companies and lenders on issues including aircraft acquisitions, sales, leasing and financings.

Hughes Hubbard has lawyers at eight offices in the U.S., Paris and Tokyo.

Cozen O’Connor Hires Health-Care Lawyer and Strategist

Cozen O’Connor (1206L:US) hired Colin Roskey in the Philadelphia and Washington offices as a member of its health-care group and a member of the government-relations firm Cozen O’Connor Public Strategies.

Before joining Cozen, Roskey was a partner in the health- care legislative and public policy group in the Washington office of Alston & Bird LLP (1156L:US).

Roskey was an adviser and counsel for the Senate Finance Committee on health-care issues from 2001 to 2004, working on a team responsible for the 2003 Medicare prescription drug benefit law, or Medicare Part D, Cozen said in a statement.

Roskey’s practice at Cozen will focus on advising health care clients on the regulatory process within the new health insurance system, the firm said.

Cozen has 575 attorneys at 21 offices in the U.S., Toronto and London.

Video

Abrams Says ‘There Wasn’t Any Fraud’ With S&P Ratings

Floyd Abrams, a partner at Cahill Gordon & Reindel LLP, talks about a U.S. Justice Department lawsuit against McGraw- Hill Cos. and its Standard & Poor’s unit. The government alleges that S&P knowingly understated the credit risks of bonds and derivatives that were central to the worst financial crisis since the Great Depression.

Abrams is an attorney representing S&P in the lawsuit. He speaks with Sara Eisen on Bloomberg Television’s “Lunch Money.”

To see the interview, click here.

To read a related new story, click here.

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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