Cadwalader, Kirkland, Wachtell, Sidley: Business of Law

Cadwalader, Wickersham & Taft LLP’s bankruptcy co-chairmen are leaving to go to O’Melveny & Meyers LLP, according to a firm statement. Cadwalader named new co-chairman of the practice and said it is expanding the practice in London with two new hires.

Gregory M. Petrick, head of the firm’s European and Asian restructuring practice and managing partner of the London office, and Washington partner Mark C. Ellenberg, were named co-chairman of Cadwalader’s financial restructuring department.

They replace John J. Rapisardi and George A. Davis, who handled clients including the U.S. Department of Treasury in the restructuring of Chrysler, General Motors and Delphi as well as the Chapter 11 cases involving LyondellBasell Industries. Partner Peter M. Friedman also joins them.

Rapisardi and Davis will become global co-practice group leaders of O’Melveny’s restructuring group, and Friedman will reside in the firm’s Washington office. San Francisco-based O’Melveny partner Suzzanne Uhland will serve as U.S. practice group leader of the restructuring group, according to the O’Melveny statement.

“We have many clients in common, and John, George, and Peter’s arrival will increase our ability to serve these clients in restructuring projects, bankruptcies, distressed transactions, and related litigation,” O’Melveny chairman Bradley J. Butwin said in a statement. “By combining their acclaimed practice with our West Coast, Asia, and Europe capabilities, we will have one of the premier global Restructuring Practices.”

Cadwalader also added Holly Neavill, from Latham & Watkins LLP, and Louisa Watt, from Richards Kibbe & Orbe LLP, to the financial restructuring team as partners in the London office.

Cadwalader declined to comment in an e-mail about the Rapisardi and Davis move.

“Cadwalader’s financial restructuring practice is a vibrant component of the firm’s future strategy,” the firm said in a statement through spokesman Adam Segall. “The appointment of Greg Petrick and Mark Ellenberg is reflective of their longstanding leadership in the U.S. and Europe, the vital role they have played in successfully guiding the practice over the years and the skills and expertise to respond to the anticipated demand for our services going forward.”

Petrick has led cross-border restructurings in Europe, Indonesia and Australia. He currently represents the Joint Provisional Liquidators of Lehman Re, bank lenders in the reorganization of TBS and Marco Polo Shipping, and MBIA in connection with the reorganization of Punch Taverns and the A13 Toll Road, according to his firm bio.

Ellenberg advises debtors and creditors in restructuring, workout, and bankruptcy matters. In the Lehman bankruptcy cases, he represented Morgan Stanley, which had more than $1 billion in claims related to the closeout of derivative and commodities contracts, according to his firm bio.

New addition Neavill has experience with the legal systems and workout procedures across Europe and in the U.S. She most recently led the ad hoc committee of bondholders in the restructuring of SEAT Pagine Gialle, a publicly listed Italian directories business, Cadwalader said in a statement.

Watt joins the firm as a debt and claims trading partner in the restructuring practice. She has experience in transfer of distressed debt matters and claims in the secondary market within Europe, Asia and the U.S., the firm said.

“The European market continues to present its challenges, with creditors looking for practical and innovative solutions for cross-border restructuring,” Petrick said in a statement. “Holly and Louisa have proven track records. They have built strong and unique practices representing a range of institutions facilitating restructurings, distressed M&A and trading transactions and are leading authorities in this area.”

Last year, Cadwalader’s financial restructuring co-chairman also left the firm. Deryck Palmer left for Pillsbury Winthrop Shaw Pittman LLP in January 2012 along with two other bankruptcy partners.

Cadwalader has more than 500 lawyers at eight offices in the U.S., Europe and Asia.


Kirkland, Wachtell Advised on BMC Purchase for $6.9 Billion

Bain Capital LLC and Golden Gate Capital agreed to acquire BMC Software Inc., a struggling technology provider that failed to find a buyer last year, for $6.9 billion in the third-largest private-equity deal of 2013. Kirkland & Ellis LLP is advising the buyers. Wachtell, Lipton, Rosen & Katz is providing legal counsel to BMC.

The buyout investors, which also include GIC Special Investments Pte Ltd. and Insight Venture Partners, agreed to pay $46.25 a share in cash, BMC said in a statement. That’s a 13 percent premium over the closing price on March 4, before Bloomberg reported that BMC had drawn renewed takeover interest. Sidley Austin LLP represented GIC Special Investments.

The Kirkland team for Bain Capital and Golden Gate Capital was led by partners Sarkis Jebejian, who joined the firm in December 2012, and Matthew Steinmetz. Additional Kirkland partners included Matthew O’Brien, Jeff Richards and Claire Sheng on M&A matters and Linda Myers and Michelle Kilkenney on financing matters.

Wachtell Lipton’s team is led by corporate partners David C. Karp and Ronald C. Chen and includes partners David E. Kahan, executive compensation and benefits; Damian G. Didden, antitrust; and Joshua M. Holmes, tax.

Sidley partners included Asi Kirmayer, M&A, Laura Barzilai, tax; Susan Lewis, corporate; and Joel Mitnick and David Went, antitrust.

Weil Gotshal & Manges LLP, led by New York corporate Chairman Michael Aiello, represented Morgan Stanley, a financial adviser to BMC.

Davis Polk & Wardwell LLP is advising BofA Merrill Lynch as financial adviser to BMC Software. The Davis Polk team includes partners Alan F. Denenberg and James A. Florack.

BMC, a maker of software that manages corporate computer networks, held talks last year with buyout firms amid pressure from activist investor Elliott Associates LP, its second-largest shareholder, before deciding to do $1 billion stock repurchase instead. While Elliott was pushing for a higher price, BMC’s struggle to expand in software and services delivered over the Internet made a richer offer unlikely, according to Joel Fishbein, an analyst at Lazard Capital Markets.

Only two private-equity deals announced so far this year are bigger than the proposed BMC transaction -- the sale of H.J. Heinz Co. to Warren Buffett’s Berkshire Hathaway Inc. and 3G Capital Inc. for about $23 billion and the buyout of Dell Inc. by co-founder Michael Dell and Silver Lake Management LLC for $24.4 billion. BMC’s agreement with Bain includes a 30-day period to solicit alternative proposals, according to the statement.

The acquisition would be Bain’s biggest since 2007, when it teamed up with firms including Carlyle Group LP to buy construction-supply business HD Supply Holdings Inc. from Home Depot Inc. for $8.5 billion.

Inergy to Acquire Gas Processor Crestwood for $1.25 Billion

Vinson & Elkins LLP advised Inergy Midstream LP, the pipeline partnership that began trading publicly 18 months ago, which agreed to buy Crestwood Midstream Partners LP for $1.25 billion in stock and cash, adding natural gas processing capabilities as it seeks to capitalize on rising U.S. output of the fuel. Simpson Thacher & Bartlett LLP and Akin Gump Strauss Hauer & Feld LLP served as Crestwood’s legal counsel.

Vinson & Elkins corporate partners Mike Rosenwasser and Gillian Hobson advised Inergy LP and Inergy Midstream. They were assisted by tax partner John Lynch.

The Simpson Thacher team is led by New York mergers and acquisitions partner Bill Curbow. Additional partners included: Alden Millard, credit; Ed Tolley, capital markets; Brian Robbins, executive compensation and employee benefits; and John Creed, tax.

Akin Gump’s partners on the deal included John Goodgame, energy and Thomas Weir, tax.

Morris, Nichols, Arsht & Tunnell LLP advised Crestwood Midstream’s board. Richards, Layton & Finger PA and Potter Anderson & Corroon LLP also advised on the deal.

Crestwood Midstream holders will get 1.07 Inergy Midstream units for each unit they own and a one-time cash payment of $35 million, according to a statement yesterday from the two companies. The cash portion wouldn’t be paid for units held by Crestwood Holdings LLC. For the other holders, the deal values Houston-based Crestwood at a 14 percent premium to the May 3 closing price, according to data compiled by Bloomberg.

Crestwood Chairman and Chief Executive Officer Robert G. Phillips will run the combined company from Houston, with operations in Kansas City, Missouri, where Inergy is based. Upon the deal’s closing, current Inergy LP unit holders will own 56.4 percent of the new Inergy LP, Crestwood Holdings LLC will own 29 percent and Inergy management will own 14.6 percent.

For more, click here.


DOJ Deputy Assistant Attorney General Weinstein Joins Steptoe

Jason Weinstein, former deputy assistant attorney general of the U.S. Department of Justice’s Criminal Division, joined Steptoe & Johnson LLP as a partner in Washington. He will be a member of both the firm’s white-collar criminal defense practice and the privacy and data security practice.

Weinstein, who led violent and organized crime enforcement efforts, resigned last April in the wake of a federal operation designed to track guns illegally shipped to Mexico, known as Operation Fast and Furious, that went awry. Guns from the program were found at the scene of an Arizona U.S. Border Patrol agent murder in 2010.

During his time in the Justice Department, Weinstein supervised the Computer Crime and Intellectual Property Section, the Organized Crime and Gang Section, and the Human Rights and Special Prosecutions Section, Steptoe said in a statement. He also worked on compliance issues relating to U.S. law and the EU’s data protection requirements, and worked to resolve issues faced by U.S. companies, the firm said.

Steptoe has more than 500 lawyers and other professionals in nine offices in the U.S., Europe and Asia.

Sidley Austin Adds M&A/Private Equity Lawyer in Singapore

Sidley Austin LLP announced that Gregory Salathe joined the firm as a partner in the mergers and acquisitions practice and will reside in the Singapore office after a transition period in Tokyo. He was a partner at Morgan, Lewis & Bockius LLP, where he was co-managing partner of the firm’s Tokyo office.

Salathe focuses on cross-border mergers and acquisitions, representing private equity and hedge funds in their downstream investments. Salathe will continue to be actively involved with Japan-related matters.

The firm has almost 1,750 lawyers in 18 offices worldwide.

Morrison & Foerster Adds Real Estate Finance Partner Ceriello

Real estate finance lawyer Lawrence A. Ceriello has joined Morrison & Foerster LLP in New York as a partner. He joins the firm from the New York office of Nixon Peabody LLP, where he was a partner.

Ceriello advises commercial lenders, investment banks, life insurers, hedge funds and others in real estate transactions, particularly those involving complex debt financings and securitizations. He also has experience with large loans destined for the commercial mortgage-backed securities market, the firm said. He has handled transactions involving mezzanine debt and workouts of distressed real estate, as well as equity investments and the purchase, sale, restructuring and foreclosure of performing and non-performing commercial mortgage and mezzanine loans.

Recent significant transactions handled by MoFo’s real estate group include the representation of Union Bank in its acquisition of PB Capital Corporation’s institutional commercial real estate lending portfolio and platform valued at more than $3.7 billion and Bank of America in a $700 million syndicated construction loan to Extell Development Co. for One57, the 90-story Park Hyatt Hotel and residential condominium tower on West 57th Street across from Carnegie Hall, the firm said.

Morrison & Foerster has more than 1,000 lawyers at 16 offices in the U.S., Europe and Asia.


Mother-at-Law: Cravath’s First Woman Partner

Back in the “Mad Men” days -- 1964, to be precise --there were hardly any female lawyers at major New York firms. That’s when Christine Beshar joined prestigious white-shoe firm Cravath, Swaine & Moore LLP. She became the firm’s first female partner in 1971. Today, in her 80s, Beshar still works as senior counsel. Her son, Peter Beshar, is general counsel of Marsh & McLennan, one of the world’s largest insurance brokerage firms. Peter and Christine recount the story of Christine’s rise from operating a law firm switchboard to passing the bar without attending law school, and then eventually becoming the only woman partner in any corporate law firm in New York all while managing work-life balance long before the phrase was commonly used.

For more, click here.

Before it's here, it's on the Bloomberg Terminal.