Dell Makes History With EMC; Firms Benefit: Business of Law

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  • Simpson Thacher, Wachtell Lipton and Skadden Take Lead Roles
  • New partner hires at Katten, King & Spalding and Cadwalader

Mega Tech Merger: Dell to Buy EMC for $67 Billion

Dell’s historic, $67 billion bid for EMC Corp. is good business for six firms -- at least -- that were involved with the deal.

Dell, along with founder and chief executive officer Michael Dell, MSD Partners and private equity firm Silver Lake, plan to buy EMC.

Simpson Thacher & Bartlett LLP is advising Dell and Silver Lake. The deal team was led by M&A partners Richard Capelouto and Christopher May and included partners Atif Azher, M&A; Jennifer Hobbs, credit; Andy Keller, Kenneth Wallach and Daniel Webb, capital markets; Katharine Moir, tax; Laurence Moss and Tristan Brown, executive compensation and employee benefits; and Jeffrey Ostrow, intellectual property.

Wachtell Lipton Rosen & Katz partners Steven A. Rosenblum and Gordon S. Moodie represent Michael Dell and his investment firm, MSD Partners.

Skadden, Arps, Slate, Meagher & Flom LLP is advising storage-device maker EMC. From Skadden are partners Margaret Brown, Peter Atkins and Laura Knoll, M&A; Thomas Dougherty, corporate governance; Cliff Gross, tax; Kristine Dunn, banking; Gregg Noel and Jonathan Ko, corporate finance; counselAndrew Kopans, corporate; andPaul Schockett, tax.

The computer maker plans to pay $24.05 a share in cash plus tracking stock in EMC’s prize holding, software maker VMware Inc., valued at about $9 for each EMC share. Dell will add almost $50 billion to its debt load to complete the purchase, a person familiar with the matter said, on top of the $11 billion it already is carrying.

Two other law firms also assisted on the deal advising Dell. Axinn Veltrop & Harkrider is acting as lead antitrust and global coordinating counsel and Goodwin Procter LLP is acting as special Massachusetts counsel. The Axinn team is led by partners John Harkrider, Michael Keeley, Daniel Bitton and Russell Steinthal.

The Goodwin Procter team advising Dell and Silver Lake in the purchase of Hopkinton, Massachusetts-based EMC is led by partners Steve Poss, Stuart Cable and Lisa Haddad.

In addition, Singapore state-owned investment company Temasek Holdings is also providing financing and was separately represented by Cleary Gottlieb Steen & Hamilton LLP. The Cleary Gottlieb corporate team was led by partner Paul Shim and also includes partners Meme Peponis, financing, and Jason Factor, tax; counsel Kathleen Emberger, employment; partner Paul Marquardt, counsel Steve Kaiser and senior attorney Matthew Bachrack, regulatory matters; and partner Len Jacoby, intellectual property.

Dell went private a few years ago in a $25 billion buyout with Silver Lake. The deal will combine EMC’s dominance in devices that store data with Dell’s No. 2 position in servers, the powerful machines that help companies handle computing challenges.

The combined company will be run by Michael Dell, chief executive officer of the company he founded. He is funding the deal along with his MSD Partners investment vehicle, Silver Lake and Temasek Holdings, as well as debt financing, the VMware tracking stock and cash on hand.

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Comings and Goings

Mark Haskell and Brett Snyder, who were previously partners at Morgan Lewis & Bockius LLP, joined Cadwalader, Wickersham & Taft LLP as partners in the firm’s energy and commodities practice in Washington. Haskell’s practice focuses on energy compliance, enforcement litigation and regulatory advice associated with natural gas and oil projects. Snyder advises on compliance with the federal regulation of natural gas, oil, and natural gas liquids transportation and sales and the negotiation of related commercial agreements.

King & Spalding LLP is adding Thomas Jones as a partner in the firm’s financial institutions and finance practices. He will join from Allen & Overy, where he has been a partner for 15 years. Jones is a specialist in structured finance and derivatives matters.

Kimberly Smith returned to Katten Muchin Rosenman LLP as a partner and co-head of its nationwide private-equity practice. Smith, who most recently practiced at Paul Hastings LLP, advises private-equity firms and their portfolio companies in leveraged buyouts, recapitalizations, divestitures and other matters.

— With assistance by Alex Sherman, and Brian Womack

(Updates with lawyers from Simpson Thacher and Cleary Gottlieb on Dell-EMC deal.)
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