Simpson Thacher, Dechert, Buchanan: Business of Law

MModal Inc. (MODL), the largest provider of medical transcription services, said it agreed to be bought by a JPMorgan Chase & Co. (JPM) unit for about $1.1 billion.

One Equity Partners, JPMorgan’s private investment arm, will pay $14 a share in cash for MModal, or 8.3 percent more than the stock’s July 2 closing price, the Franklin, Tennessee-based company said in a statement July 3. MModal’s board accepted the offer, to be made in a tender on or before July 17 and expected to be completed by September, the company said.

Simpson Thacher & Bartlett LLP is acting as legal counsel to MModal, which is getting financial advice from the Macquarie Group Ltd. and by RBC Capital Markets. One Equity, which has obtained equity and debt financing for the transaction, was advised by Bank of America Corp. and RBC Capital Markets. Dechert LLP is providing legal counsel. Davis Polk & Wardwell LLP is advising Macquarie Capital.

The Simpson Thacher team for the transaction includes Daniel Clivner, mergers and acquisitions; Arman Oruc, antitrust; Tristan Brown, executive compensation and employee benefits; and Lori Lesser, intellectual property.

Dechert partners Derek Winokur, corporate, and Scott Zimmerman, finance, are providing legal counsel to One Equity Partners in this transaction.

The Davis Polk corporate team included New York partner William L. Taylor.

MModal’s speech recognition and document processing technologies will be in demand as hospitals race to become more efficient after the U.S. Supreme Court upheld the health-care overhaul, said Leo Carpio, an analyst with Caris & Co. in New York. The company has 12,000 employees in five countries, and more than 140 patents and licenses for speech recognition and understanding technology, according to its website.

“Altogether, it’s an attractive asset,” Carpio said. “This allows physicians to be productive, while still capturing the data they need.”

The acquisition values MModal, which had an enterprise value of $978.2 million as of March 31, at 18.8 times earnings before interest, taxes, depreciation and goodwill amortization, compared with a median of 33 times among 10 comparable deals, according to data compiled by Bloomberg.

One Equity manages about $11 billion of assets, according to the statement. It has invested about $9 billion since 2001 buying more than 60 companies across the chemicals, health care, technology, travel and manufacturing industries, the New York- based group said on its website.

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Carlyle Takes Over Operations of Sunoco Refinery

Carlyle Group, the Washington-based private-equity firm that went public this year, is taking over operations of a Sunoco Inc. (SUN) refinery on a bet that revived U.S. oil and natural- gas output can restore to profit the oldest continually operating refinery on the U.S. East Coast.

Sunoco received legal advice from Kirkland & Ellis LLP and financial advice from Credit Suisse AG. The Carlyle Group got legal advice from Vinson & Elkins LLP and Buchanan Ingersoll & Rooney LLP.

The Kirkland team included partners William Sorabella, Daniel Michaels and David Feirstein.

Buchanan Ingersoll partners included: Thomas Paese, Thomas Giotto, Fred D’Angelo, James Forsyth and James O’Toole, Dave Sweet and Scott Baker. Vinson & Elkins declined to provide information about their firm’s involvement.

Carlyle will invest an undisclosed amount in Sunoco’s 330,000-barrel-a-day Philadelphia refinery as part of a joint venture, the companies said July 2 in a statement. Sunoco will retain a minority stake.

Carlyle plans to process oil delivered by rail from North Dakota’s Bakken formation where production has risen fourfold in the last three years. It will also use gas from the Marcellus Shale in Pennsylvania, where output doubled last year, to run the refinery.

Oil from the Bakken and the Eagle Ford deposit in Texas will displace almost half the more costly imported oil used by the refinery by early next year, Phil Rinaldi, chief executive officer of the venture, Philadelphia Energy Solutions, said June 2 on a conference call.

The agreement means that two of three Pennsylvania refineries that faced shutdown will keep operating. The Carlyle joint venture follows Delta Air Lines Inc.’s decision to buy a ConocoPhillips refinery south of Philadelphia in April for $150 million. Pennsylvania lawmakers have opposed plans to close the three refineries, saying the shutdowns would reduce jobs and raise gasoline prices.

The state will contribute $10 million toward the rail terminal, capable of unloading 140,000 barrels per day by early 2013. That’s part of a $25 million package that includes $15 million to overhaul the plant. The refinery will also be eligible for tax abatements and tax-free bond sales, Governor Tom Corbett, a Republican, said on the conference call.

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Moves

Litigation Partners Join Gibson Dunn in Leadership Roles

Gibson, Dunn & Crutcher LLP hired Thad Davis and Michael Li-Ming Wong in the firm’s San Francisco office as partners. Both were previously with Ropes & Gray LLP. Davis joins Gibson Dunn as co-chair of the securities litigation practice group, and Wong will serve as co-chair of the firm’s securities enforcement group and also be a member of the white collar defense and investigations group.

Davis focuses on complex business litigation, including trial practice in securities, regulatory, mergers and acquisitions, antitrust, data privacy and trade secret matters.

Wong, a former chief of the white collar crimes section for the U.S. Attorney’s Office for the Northern District of California, focuses on securities enforcement, white-collar defense matters and courtroom litigation, the firm said.

“Thad and Mike are terrific additions to the firm,” said Ken Doran, chairman and managing partner of Gibson Dunn. “They both have significant trial experience and will expand the capabilities of our Northern California offices and increase the bench strength of the firm’s white collar, civil and investigations practices.”

Gibson Dunn has more than 1,000 lawyers in 17 offices in the U.S., Europe, South American and Asia.

Hunton & Williams Hires Patton Boggs Bankruptcy Chair

Hunton & Williams LLP hired Michael P. Richman as a partner in its bankruptcy, restructuring and creditors’ rights practice group. Richman, who has 25 years of experience in Chapter 11 bankruptcy, was the chair of Patton Boggs LLP’s bankruptcy practice, the firm said.

“Michael is an accomplished bankruptcy lawyer and his move to Hunton & Williams is another step in our strategy to further enhance our national practice,” said Tyler P. Brown, global head of the firm’s bankruptcy, restructuring and creditors’ rights practice group.

Hunton & Williams has more than 800 lawyers in 19 offices in the U.S., Europe and Asia.

Paul Hastings Hires Finance Partner in London

Paul Hastings LLP announced that Ugo Giordano has joined the firm as a partner in the finance practice in the London office. Giordano has practiced in the U.K. since 1996, and leaves Ashurst, the firm said.

Giordano qualified in Rome and has experience in capital markets, securitization, structured finance, structured products, banking and securities regulation.

“The Paul Hastings finance and capital markets practice in London has established an impressive reputation in recent years. Ugo is a high class addition to this team who brings a vast amount of experience and energy to our practice and adds further to our Italian finance offering in London and in Milan,” said Ronan O’Sullivan, chair of the London office.

Paul Hastings has 19 offices in Asia, Europe, and the U.S.

Firm News

Hughes Hubbard Appoints Fellas Arbitration Co-Chair

New York-based partner John Fellas has been appointed co- chair of the Hughes Hubbard & Reed LLP’s arbitration and alternative dispute resolution practice group. Fellas will co- chair the practice with Washington-based partner John Townsend and Paris-based partner José Rosell.

“The promotion of John Fellas to co-chair of Hughes Hubbard’s Arbitration and ADR practice group constitutes a recognition of the high profile that John has achieved outside of the firm and of the leadership that he has been providing for some time within our arbitration practice,” Townsend said in a statement.

Hughes Hubbard’s arbitration and ADR group has more than 50 lawyers serving as arbitrator or counsel in international arbitrations in all parts of the world. The firm’s arbitration and ADR practice represents sovereign states and private sector clients in a range of public international law matters, including international arbitration.

Hughes Hubbard has eight offices in the U.S., Europe and Asia.

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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