Wachtell, Sullivan & Cromwell, Cravath: Business of Law

M&T Bank Corp. (MTB) agreed to buy Hudson City Bancorp for about $3.7 billion in the banking industry’s biggest takeover this year as it seeks to expand in New Jersey.

Wachtell, Lipton, Rosen & Katz is serving as legal adviser to M&T Bank Corp. Sullivan & Cromwell LLP advised Hudson.

Wachtell Lipton’s team is led by corporate partners Edward D. Herlihy and Lawrence S. Makow. Additional partners on the deal included: Richard K. Kim, corporate; Jeannemarie O’Brien, executive compensation and benefits; Joshua M. Holmes, tax.

Sullivan & Cromwell’s lawyers were led by Senior Chairman H. Rodgin Cohen and financial institutions partner C. Andrew Gerlach. Partner Matthew Friestedt advised on executive compensation and benefits matters and partner David Spitzer advised on tax matters.

Kirkland & Ellis LLP represented Evercore Partners, as financial adviser to M&T Bank Corp. The Kirkland team included partners Thomas Christopher and Claire Sheng.

Under terms of the agreement, each Hudson City shareholder will receive 0.08403 of an M&T share in the form of either M&T stock or cash, the companies said yesterday in a statement. The deal values Hudson City about 12 percent higher than the company’s closing price on the Nasdaq Stock Market on Aug. 24.

M&T will gain 135 branches, including 97 in New Jersey, becoming the fourth-largest lender in the state by deposits. The Buffalo, New York-based company will add $25 billion in deposits and $28 billion in loans, according to the statement. The acquisition, which includes branches in New York and Connecticut, is the biggest takeover of a U.S. bank announced in 2012, according to data compiled by Bloomberg.

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Cravath Advises Hertz on $2.6 Billion Deal for Dollar Thrifty

Hertz Global Holdings Inc. (HTZ), after more than half a decade of trying, struck a deal to buy Dollar Thrifty Automotive Group Inc. (DTG) for about $2.6 billion in cash and secure its place as the No. 2 player in the U.S. market.

Cravath, Swaine & Moore LLP, Debevoise & Plimpton LLP and Jones Day LLP acted as legal advisers to Hertz, which was advised by Lazard Ltd. (LAZ), Barclays Plc (BARC), Bank of America Corp. and Deutsche Bank AG. Cleary Gottlieb Steen & Hamilton LLP acted as legal adviser to Dollar Thrifty, while JPMorgan Chase & Co. and Goldman, Sachs & Co. gave the company financial advice.

The Cravath team was led by New York partner Scott A. Barshay, head of the firm’s corporate department.

The Debevoise team was led by New York corporate partner John M. Allen and includes partners David A. Brittenham, Gary M. Friedman, Jonathan E. Levitsky and Pierre Maugue.

The Jones Day team was led by Washington antitrust partner Joe Sims. It also included Washington antitrust and competition partners Michael Knight and Ryan Thomas.

Leading the Cleary Gottlieb corporate team were New York partners Paul Shim and Matthew Salerno. Washington partners David Gelfand and Jeremy Calsyn are advising on antitrust aspects. New York partner Janet Fisher is advising on corporate/securities matters and partners Mitchell Lowenthal and Jennifer Kennedy Park are advising on litigation matters. Partner Jason Factor is advising on tax aspects.

Simpson Thacher & Bartlett LLP is representing JPMorgan and Goldman Sachs, which are financial advisers to Dollar Thrifty. Corporate partner Brian Stadler is leading the firm’s team.

The $87.50-a-share offer represents an 8 percent premium to Dollar Thrifty’s closing price of $81 on Aug. 24. It’s more than double what Hertz offered a little more than two years ago.

Hertz’s acquisition of Dollar Thrifty may be the last combination of major U.S. car rental companies that regulators will tolerate, an analyst said. Hertz, Enterprise Holdings Inc. and Avis Budget Group Inc. (CAR) together control about 75 percent of the market, with Dollar Thrifty at 5 percent, according to a February report from IBISWorld. No other competitor has more than 1 percent market share, IBISWorld said.

Based on 29.8 million shares outstanding, Dollar Thrifty is being acquired for an equity value of about $2.6 billion. It will cost Hertz about $2.3 billion after considering almost $300 million in cash on Dollar Thrifty’s balance sheet at the end of June, said Richard Broome, a Hertz spokesman. Dollar Thrifty traded below $1 a share in March 2009.

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IBM to Buy Social-Business Company Kenexa for $1.3 Billion

International Business Machines Corp. (IBM) agreed to buy Kenexa Corp. (KNXA) for about $1.3 billion in cash, adding social-networking services that help companies handle human resources and recruiting.

Cravath Swaine & Moore LLP represented IBM in the transaction, led by Scott A. Barshay, who also led on the Hertz deal.

Pepper Hamilton LLP was Kenexa’s legal adviser while Lazard Ltd served as financial adviser.

IBM will pay $46 a share for the Wayne, Pennsylvania-based company, a 42 percent premium over the stock’s closing price on Aug. 24. The deal is expected to be completed in the fourth quarter, IBM said yesterday in a statement.

The purchase bolsters IBM’s business-analytics software, which helps companies cull vast amounts of data to make decisions and study trends. Kenexa works with more than 8,900 customers, including Starbucks Corp., General Electric Co. and Boeing Co. Armonk, New York-based IBM has spent $16 billion on 30 analytics acquisitions in the past five years.

IBM will focus on analysis of the communication patterns using Kenexa’s systems. The company has been moving into software and analytics for income growth as hardware and services become less profitable. Kenexa’s software helps companies recruit new workers, communicate with employees about goals and develop succession plans.

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Deltek Agrees to Be Acquired by Thoma Bravo for $1.1 Billion

Fried, Frank, Harris, Shriver & Jacobson LLP advised Deltek Inc. (PROJ), a provider of computer software for government contractors, which agreed to be acquired by private-equity firm Thoma Bravo LLC for $1.1 billion in cash. Kirkland & Ellis LLP served as legal counsel for Thoma Bravo.

The Kirkland team includes Chicago-based partners Gerald Nowak and Theodore Peto.

Fried Frank corporate partners Abigail Bomba, Brian Mangino and Richard Steinwurtzel, and litigation partner Peter Simmons are advising Deltek.

Deltek stockholders will receive $13 a share, the companies said yesterday in a statement. That’s 7.2 percent less than Herndon, Virginia-based Deltek’s closing price on Aug. 24 and 24 percent more than on June 11, the day before the company shared information on the sales process to potential buyers on a confidential basis.

Thoma Bravo gains a software company used by 15,000 organizations and 2 million users in more than 80 countries. The offer is 14.6 times Deltek’s earnings before interest, taxes, depreciation and amortization over the past 12 months as of June 30, Deltek said. The median Ebitda multiple of 85 acquisitions of application-software in the past five years was about 11, data compiled by Bloomberg show.

New Mountain Capital LLC, Deltek’s largest shareholder, approves of the transaction, according to the statement.

Thoma Bravo, with offices in Chicago and San Francisco, manages almost $4 billion in equity, according to the statement.

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News

Consumer Bureau Names Acting Director for Its Rule-Writing Unit

The U.S. Consumer Financial Protection Bureau named Kelly Thompson Cochran, formerly a lawyer with Wilmer Cutler Pickering Hale & Dorr LLP, to serve as the agency’s acting assistant director for regulations.

Cochran, who worked as the bureau’s deputy assistant director for regulations after joining from the Treasury Department, will replace Leonard Chanin, who left last week to join law firm Morrison & Foerster LLP. The consumer agency announced Cochran’s appointment in a statement yesterday.

Stephen Van Meter will be deputy general counsel, having previously been assistant general counsel for policy, the bureau said in its statement. Meredith Fuchs became general counsel of CFPB in June after Leonard Kennedy became an adviser to consumer bureau Director Richard Cordray.

The bureau also announced that Chris Lipsett will join from Wilmer Hale to become senior counsel in Cordray’s office and Delicia Reynolds Hand will serve as staff director for the consumer advisory board and councils.

Moves

Sidley Hires Latham Partner to Head Global Technology Practice

Sidley Austin LLP hired Glenn G. Nash as a partner in the Palo Alto office, where he will be global co-head of Sidley’s technology transactions practice. He was previously at Latham & Watkins LLP, where he was co-chairman of the Internet and digital media industry group.

Nash handles complex technology, content and intellectual property transactions, joint ventures, mergers and acquisitions, intellectual property acquisitions and spin outs, and other strategic collaborations, the firm said.

He advises clients on intellectual property ownership, use, acquisition, sale, license and protection, and structures and negotiates US and cross-border strategic transactions. He also handles commercial arrangements, including development, hosting, services, outsourcing, manufacturing, supply, distribution, marketing, advertising and promotions.

Sidley Austin has approximately 1700 lawyers in 18 U.S. and international cities, including in Europe, China and Australia.

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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