Wachtell, Cleary, K&L Gates, Akin Gump: Business of Law

Deutsche Telekom AG (DTE), advised by Wachtell, Lipton, Rosen & Katz, Cleary Gottlieb Steen & Hamilton LLP, K&L Gates LLP and Wiley Rein LLP, agreed to combine its T- Mobile USA unit with MetroPCS Communications Inc. (PCS) to create a bigger rival to market leader Verizon Wireless, after failing to sell the business to AT&T Inc. (T) last year.

MetroPCS worked with law firms Gibson, Dunn & Crutcher LLP, Paul Hastings LLP and Telecommunications Law Professionals as well as Akin Gump Strauss Hauer & Feld LLP and Fulbright & Jaworski LLP.

Wachtell Lipton’s team is led by corporate partner Adam O. Emmerich and consists of partners Eric M. Rosof, restructuring and finance; Jodi J. Schwartz and T. Eiko Stange, tax; Michael J. Segal, executive compensation and benefits; and Ilene Knable Gotts, antitrust.

Cleary Gottlieb is advising Deutsche Telekom on antitrust and tax aspects of T-Mobile’s acquisition of MetroPCS. Cleary Gottlieb partners Mark Nelson and George Cary are advising on antitrust matters. Partners Les Samuels and Yaron Reich are advising on tax aspects.

Wiley Rein’s lead lawyers are Richard E. Wiley and Nancy J. Victory.

Gibson Dunn’s team for Metro PCS is led by Dallas partner Jeffrey Chapman and includes Dallas partner Robert Little. New York partners Joerg Esdorn and Darius Mehraban advised on finance aspects. Dallas partner David Sinak advised on tax aspects. Dallas partner David Schiller advised on benefits. Dallas partner Sean Royall advised on antitrust aspects. New York partner Stephen Nordahl advised on technology aspects.

From K&L Gates, Margaret Inouye was the lead corporate partner advising T-Mobile.

For MetroPCS, Paul Hastings acted as antitrust counsel, led by C. Scott Hataway, an antitrust and competition partner in the litigation department.

Corporate and regulatory partners Carl Northop, Michael Lazarus and Andrew Morentz at Telecommunications Law Professionals also advised MetroPCS.

Akin Gump advised MetroPCS’s special committee with a team led by Dallas corporate partners J. Kenneth Menges Jr., who co- heads the firm’s corporate practice, and Robert W. Dockery.

Fulbright partners Brett Govett and Karl Dial also served as counsel to MetroPCS’s special committee.

Metro PCS General Counsel is Mark Stachiw.

Germany’s largest phone company will own 74 percent of a new U.S. mobile operator and MetroPCS shareholders will get $1.5 billion in cash, the companies said in a statement yesterday. The combined entity will keep the T-Mobile name and be headed by John Legere, the former chief executive officer of Global Crossing Ltd. who was named as chief of Deutsche Telekom’s U.S. unit last month.

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Carlyle Buys Hedge Fund Vermillion in Commodities Expansion

Carlyle Group LP (CG), the second-largest buyout firm, bought commodities hedge-fund manager Vermillion Asset Management LLC, adding $2.2 billion in commodities assets as the firm expands beyond private equity.

Simpson Thacher & Bartlett LLP provided legal advice to Carlyle on the deal, while Sandler O’Neill & Partners LP and Katten Muchin Rosenman LLP advised Vermillion.

The Simpson Thacher team included partners Gary Horowitz and Edward Chung, M&A; Olga Gutman, funds; John Creed, tax; Alvin Brown, executive compensation and employee benefits; and Josh Bonnie, capital markets and securities.

Katten lawyers included partner Lance A. Zinman, Chicago chairman of financial services practice and partner Christopher T. Shannon, financial services practice.

Carlyle purchased 55 percent of Vermillion for a mix of cash, stock and performance-based payouts, effective Oct. 1, Carlyle said yesterday in a statement. The price wasn’t disclosed.

Vermillion, created in 2005 by Drew Gilbert and Chris Nygaard, will be part of Carlyle’s Global Market Strategies business, headed by Mitch Petrick. That unit manages about $29 billion across 53 funds, and is a key component of the firm’s strategy to offer more products outside of traditional corporate buyout pools and win more commitments from investors worldwide.

“Our team looks forward to leveraging Carlyle’s global network and deep knowledge of local markets to better exploit trading opportunities and inefficiencies in the global commodities markets,” Gilbert said in the statement.

Gilbert and Nygaard will continue to oversee the day-to-day operations of Vermillion and remain co-chief investment officers of its funds. The New York-based firm has 43 employees. Vermillion focuses on investments spanning agricultural commodities, precious metals, freight and energy across three funds, according to the statement.

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Platinum Equity Buys BWAY From Madison Dearborn for $1.2 Billion

Latham & Watkins LLP advised Platinum Equity LLC, the private-investment firm founded by billionaire Tom Gores, which agreed to buy packaging company BWAY Parent Co. Inc. in a deal worth $1.24 billion. Kirkland & Ellis LLP advised BWAY.

Latham advised Platinum with a corporate deal team led by partner David Brown. Assistance was also provided by partners Lisa Watts, tax; James Barrett and Christine Rolph, environmental matters; Patrick Shannon, capital markets; Jennifer Van Driesen, finance matters; David Della Rocca, benefits and compensation; and David Shapiro, real estate.

Kirkland & Ellis Chicago partners Carol Anne Huff, Richard Campbell, Jon-Micheal Wheat and Michael Wright led the deal for BWAY.

Platinum will acquire BWAY from private-equity firm Madison Dearborn Partners LLC, the companies said Oct. 2 in a statement. The deal, which is expected to close in the fourth quarter, will be financed by Platinum and members of BWAY’s management, along with debt committed by Bank of America Merrill Lynch and Deutsche Bank AG.

“We are excited to bring our operational capabilities to bear and to partner with the company’s management team to build on BWAY’s strong fundamentals,” Louis Samson, a partner at Platinum, said in the statement.

Madison Dearborn’s sale follows an overhaul of the Atlanta- based company, which it bought for about $900 million in 2010. BWAY, founded in 1875 as a pie-tin maker, has expanded into both plastic and steel pails and containers under the leadership of chief executive officer Kenneth Roessler.

BWAY makes metal ammunition boxes for the U.S. Department of Defense and other rigid containers from 22 plants in the U.S. and Canada. The company had $833.8 million in long-term debt and other liabilities and total assets of $1.17 billion as of June 30.

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Litigation

Adoboli’s UBS Colleague Taylor Denies Bar Meeting Over Trades

Simon Taylor, a former UBS AG (UBSN) trader, told a U.K. jury he didn’t attend a secret meeting with his co-worker Kweku Adoboli at a bar last year to decide who should take the blame for mounting losses from unauthorized trades.

Taylor, testifying yesterday at Adoboli’s trial in London, denied a claim by Adoboli’s lawyer that he met with Adoboli and two other traders on UBS’s exchange-traded funds desk at an All Bar One restaurant near the bank’s office on Sept. 12, 2011. Adoboli’s lawyer said the meeting was to discuss whether Adoboli would take the blame alone, or if they should do so together.

“By late August, you were fully aware of the state of play,” said the lawyer, Charles Sherrard, referring to losses building in a secret account allegedly used by the team to hold profit from the trades. “The three of you jumped at the chance” to let Adoboli “fall on his sword.”

Adoboli, 32, was charged with fraud and false accounting in relation to unauthorized trades on which Zurich-based UBS lost $2.3 billion. He has pleaded not guilty. Sherrard has sought to show his client wasn’t acting alone and that the bank encouraged traders to take risk and exceed trading limits.

Sherrard showed Taylor a printout of the entry and exit records of UBS’s London office indicating he and Adoboli left after the financial markets closed on the day of the alleged meeting, and returned together about an hour later. Taylor said he didn’t remember what he did during that time, and may have come back with Adoboli because he “bumped into him” outside.

“You have feigned memory loss about this whole period,” Sherrard said.

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Bankruptcy

Vitro Seeks to Enforce Bankruptcy Plan Barred by U.S. Law

Vitro SAB’s reorganization plan in Mexico should be enforced in the U.S. even though it wouldn’t have been permitted under the nation’s laws, a lawyer for the glassmaker told a federal appeals court.

Andrew Leblanc, a lawyer with Milbank Tweed, Hadley & McCloy LLP, told the U.S. Court of Appeals in New Orleans yesterday that the reorganization isn’t “manifestly contrary to the public policy” of the U.S. and doesn’t present “exceptional circumstances” required by courts to block enforcement.

The case came directly to the appeals court following a victory in bankruptcy court by Elliott Management Corp. and other holders of some of Vitro’s $1.2 billion in defaulted bonds. U.S. Bankruptcy Judge Harlin Hale in Dallas ruled in June that the Mexican plan was “manifestly contrary” to U.S. policy because it reduced the liability of non-bankrupt Vitro units on the bonds.

A panel of three appeals court judges heard the case. The outcome will help determine the boundaries on what is permissible in a foreign reorganization that seeks recognition in the U.S., said Madlyn Gleich Primoff, a bankruptcy attorney at Kaye Scholer LLP in New York.

In a U.S. bankruptcy, so-called third-party releases are permissible only under “very narrow circumstances,” Circuit Judge Carolyn King said during yesterday’s hearing. We “don’t have that here,” she said.

Vitro, which makes glass containers and car windshields, defaulted on $1.5 billion of debt in 2009, including $1.2 billion of bonds, after construction and auto-glass sales plunged during the U.S.’s worst recession since the 1930s. The company also incurred $340 million of derivative losses from bad bets on natural gas prices and currencies.

After winning approval for its reorganization plan in Mexico, Vitro asked Hale to enforce the plan in the U.S. under Chapter 15 of U.S. bankruptcy law and block litigation by bondholders, including Aurelius Capital Management, that have fought to collect on the defaulted debt.

Leblanc said there would be “chaos” if the reorganization is valid in Mexico and unenforceable in the U.S. A lawyer for Fintech Investments Ltd., a bondholder siding with Vitro, said that the bondholders will try collect judgments on the defaulted bonds all around the world if they win the appeal.

G. Eric Brunstad Jr., a lawyer for the bondholders from Dechert LLP, rejected those concerns. He said the Vitro units need only file for bankruptcy to halt collection efforts on the bonds.

Brunstad said it was undisputed in bankruptcy court that bondholders are recovering about 40 percent through the Mexican reorganization while Vitro shareholders are retaining $500 million.

Leblanc said there was no violation of U.S. policy because a majority of unsecured creditors voted for the plan reducing the units’ debt. The bankruptcy judge determined that the procedure in Mexico was fair and without corruption, he added.

Whether Vitro wins is a “close call on public-policy grounds,” Dan Glosband, a lawyer at Goodwin Procter LLP in Boston who helped draft the Chapter 15 law, said in a phone interview.

Lawyers for neither Vitro nor the bondholders would comment after the hearing.

The appeal is Vitro SAB v. Ad Hoc Group of Vitro Noteholders (In re Vitro SAB), 12-10689, 5th U.S. Circuit Court of Appeals (New Orleans). The suit in bankruptcy court where the judge decided not to enforce the Mexican reorganization in the U.S. is Vitro SAB v. ACP Master Ltd. (In re Vitro SAB), 12-03027, U.S. Bankruptcy Court, Northern District of Texas (Dallas). The Chapter 15 case for the parent is Vitro SAB, 11-33335, in the same court.

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Moves

Real Estate Attorney Desmond Connall Jr. Joins Ballard Spahr

Desmond D. Connall Jr. has joined Ballard Spahr LLP as a real estate partner in Washington. He was previously a partner in the Washington and Baltimore offices of Womble Carlyle Sandridge & Rice LLP, the firm said.

Connall is a member of the firm’s real estate leasing, real estate development, and REITs practice groups. He has more than 30 years of experience in commercial real estate transactions. He represents real estate developers, property owners, REITs, and tenants across the country.

Ballard Spahr LLP has more than 500 lawyers in 13 offices in the U.S.

Partner Pierson-Scheinberg and Two Lawyers Join Jackson Lewis

Jackson Lewis LLP hired three attorneys in its Baltimore office. Partner Laura A. Pierson-Scheinberg and an associate were formerly with Miles & Stockbridge PC. An of counsel, formerly with the U.S. Attorney’s Office for the District of Maryland, also joined the Baltimore office.

The firm’s Baltimore office has more than doubled in size since it opened in January, with nine attorneys who joined from DLA Piper LLP, the firm said.

Pierson-Scheinberg, who led Miles & Stockbridge’s labor law practice after Stephen M. Silvestri left for Jackson Lewis in January, has experience representing management with respect to traditional labor matters. She has collective bargaining experience, including serving as chief spokeswoman as well as working with clients to develop effective strategies behind the scenes, and regularly assists employers with union contract compliance and grievance avoidance.

Jackson Lewis has over 700 attorneys practicing in 49 locations nationwide.

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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