The companies and Goodman owner Hellman & Friedman LLC signed an agreement yesterday under which Osaka, Japan-based Daikin will buy all of the closely held company’s stock, according to a statement. Daikin will use bonds and loans to help finance the purchase, and said it doesn’t plan to sell stock.
Simpson Thacher & Bartlett LLP is representing Goodman Global Group, Inc. and its controlling shareholders, investment funds affiliated with Hellman & Friedman LLC. Davis Polk & Wardwell LLP is advising Daikin Industries.
The Simpson Thacher team includes Rich Capelouto, Atif Azher, Jon Amt, Erica Stalnecker, Joel Beck-Coon and Brian Osimiri, on mergers and acquisitions; Katharine Moir and Jason Vollbracht, tax; Tristan Brown and Linda Barrett, executive compensation and employee benefits; Tim Mulvihill, environmental; Brian Steinhardt, credit; Lori Lesser and Samantha Himelman, intellectual property; and Krista McManus real Estate.
The Davis Polk corporate team includes partners George R. Bason Jr., Theodore A. Paradise, Mischa Travers and Michael Davis. Partner Ronan P. Harty is providing antitrust advice. Partner Lawrence E. Wieman is providing credit advice. Partners Jeffrey P. Crandall and Kyoko Takahashi Lin are providing employee benefits advice. Partner Frank J. Azzopardi is providing intellectual property advice. Partner Avishai Shachar is providing tax advice.
The deal gives Daikin more than 900 distribution points as it tries to boost sales for home heating and air-conditioning systems. Daikin fell the most in almost a month as Moody’s Investors Service said the acquisition may prompt it to cut the company’s credit rating.
The transaction will be completed by Dec. 31, pending regulatory approval, the companies said. Daikin plans to borrow money for the purchase from the Japan Bank for International Cooperation to take advantage of the “emergency facility to counter the strong yen,” it said in the statement.
The deal would be the third-largest overseas acquisition by a Japanese company this year, according to data compiled by Bloomberg. The largest was Dentsu Inc.’s $4.5 billion purchase of Aegis Group Plc (AGS) announced last month.
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DLA Piper Acquires French Firm Frieh Bouhenic
DLA Piper LLP announced yesterday that it will join offices with Paris boutique law firm Frieh Bouhenic. The merger, effective Oct. 1, will create a Paris office with more than 30 partners and 40 additional lawyers, the firm said in a statement.
Frieh Bouhenic was established in January 2011 as the result of a merger between Frieh & Associes and Bouhenic Baudin & Associes. The firm has been led by former Linklaters LLP partner Michel Frieh. The firm has expertise in business law, particularly in the fields of mergers and acquisitions, private equity, acquisition and corporate financings, litigation, employment, restructuring and insolvency, according to DLA Piper.
“Paris is one of the key markets in Europe for DLA Piper and this move, in addition to the significant hires we have already made, adds to our existing corporate and finance capabilities in France which is part of the firm’s strategic vision,” Ulrich Juengst, DLA Piper’s managing director, Europe, said in a statement.
The Paris office will be led jointly by Bijan Eghbal, who heads DLA Piper’s Paris employment, pensions and benefits team and Frieh.
Chadbourne Names Frix as Washington Managing Partner
Dana Frix has been named managing partner of the Washington office of Chadbourne & Parke LLP as of Sept. 1. He will continue to serve as chairman of the firm’s telecommunications, media and technology practice group.
Frix will be responsible for the strategic direction and growth of the office, which is the firm’s second largest, with more than 60 lawyers. The office focuses on project finance, corporate, antitrust, communications and technology, tax, insurance and reinsurance, white-collar defense, government investigations and environmental law.
“Dana Frix brings significant leadership skills, client service acumen and energy to the role. He has an excellent track record of working with CEOs and CFOs to help them achieve their growth objectives,” said Andrew Giaccia, managing partner of Chadbourne & Parke.
Frix joined Chadbourne in 2002. He focuses on corporate, regulatory and anti-competition matters in these sectors. He also advises companies in administrative and civil litigation matters, specializing in those involving public policy issues arising from the Federal Communications Commission and Federal Trade Commission regulation.
WellPoint CEO Resigns; General Counsel Serves as Interim CEO
WellPoint Inc. (WLP), the second-biggest U.S. health insurer, has started the search for a new chief executive officer after Angela Braly, in the job for five years, resigned Aug. 28 under pressure from shareholders.
Investors are looking for a CEO who can right the Indianapolis-based company’s financial performance and integrate WellPoint’s recent deals to buy Medicaid insurer Amerigroup Corp. and vision company 1-800-Contacts Inc.
John Cannon, WellPoint’s general counsel, will serve as interim CEO while WellPoint searches for a permanent replacement, the insurer said in a statement. Cannon isn’t a candidate for the job, according to the statement.
Even before the resignation, investors had suggested James Carlson, the Amerigroup CEO, David Snow Jr., the former chief of Medco Health Solutions Inc., and Gail Boudreaux, the head of the health plan division at UnitedHealth, (UNH) as possible candidates to replace her, said Jason Gurda, of Leerink Swann & Co. in New York, and Thomas Carroll, of Stifel Nicolaus & Co. in Baltimore.
Names touted from within the company included Chief Financial Officer Wayne Deveydt and Kenneth Goulet, an executive vice president, the analysts said in telephone interviews.
Braly, 51, was ousted after investors, some publicly, expressed discontent with her management. Over the past two weeks, Jackie Ward, WellPoint’s lead independent director, and a second board member met with shareholders to hear their concerns, according to a person familiar with the discussions who wasn’t authorized to comment because the talks were private. The board met yesterday afternoon and reached an agreement with Braly that she should resign, the person said.
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Hogan Lovell Hires Linklaters Banking Partner
Hogan Lovells LLP appointed Alexander McMyn a banking partner in Singapore. He joins from Linklaters LLP in Singapore where he has been based since relocating from the London office in 2008, Hogan said.
McMyn advises financial institutions and companies on banking, structured finance and asset finance transactions. He focuses on inbound and outbound investments to Southeast Asia, particularly Indonesia and India.
His previous work included advising the arrangers on the $6 billion facilities made available to Vedanta Resources Plc for the $9 billion acquisition of Cairn India Ltd., the firm said.
McMyn will work closely with Hong Kong banking partners to provide coverage in Southeast Asia on acquisition and asset finance transactions.
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