Mergers & Acquisitions

Our M&A lawyers are among the most experienced and effective in the world. We represent many of the world’s largest publicly traded and privately held companies, as well as leading private equity firms, hedge funds, financial advisors and other financial institutions and investors on their most important merger, acquisitions and takeover transactions.

Jump to:  Why Paul, Weiss? | Our Practice | Clients | Industries | Recognitions | Representative Engagements

Why Paul, Weiss?

For decades, Paul, Weiss lawyers have advised clients on matters that have defined core principles of takeover law, including those resulting in the Revlon, Time Warner and Hollinger decisions. We bring an unrivaled perspective to takeover battles, mergers and acquisitions and issues concerning governance and director and officer fiduciary responsibility. Moreover, our diversity of experience across industries, practice specializations and deal sizes allows us to guide our clients to sound strategic decisions.

We are totally dedicated to helping our clients achieve their goals using state-of-the-art market intelligence and experience and effective team work.

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Our Practice

Our M&A Group is supplemented by a depth of experience in all relevant disciplines (e.g., tax, ERISA, real estate, intellectual property, environmental) necessary to consummate a successful M&A deal. We regularly handle:

public and private M&A  corporate divestitures  "going private" transactions joint ventures leveraged buyouts private equity investments	recapitalizations  hostile takeovers restructurings and workouts  spin-offs and carve-outs strategic investments  proxy contests

Our Delaware office, headed by a former Vice Chancellor of the Delaware Chancery Court, provides important insight into Delaware takeover law, as well as critical strategic support in contested situations.

We have a long history of representing clients in cross-border transactions. From our offices in the U.S. as well as in London, Toronto, Tokyo, Hong Kong and Beijing, we service clients and work on transactions in Europe, Asia, Latin America and India, and elsewhere around the globe.

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Clients

Some of our representative M&A clients include:

Publicly Traded Companies AbitibiBowater Agrium Automatic Data Processing Caesars Entertainment Canadian Natural Resources Canadian Pacific Railway Carnival Corporation Cenovus Energy Citigroup Discovery Communications Encana Ericsson Husky Energy Imperial Sugar Ivanhoe Mines Las Vegas Sands Liz Claiborne Mitsubishi Corporation Nexen Religare Enterprises Sony Spectrum Brands Holdings Sumitomo Corporation Sumitomo Metals Suncor Teck Resources The Children’s Place The Wendy’s Company Time Warner Cable Warner Music Group Yamana Gold Private Equity Funds Apollo Global Management The Carlyle Group CI Capital Partners Clarion Capital Partners Crestview Partners General Atlantic Kohlberg Kravis Roberts & Co. Kohlberg & Co. KPS Capital Partners Oak Hill Capital Partners Roark Capital Partners TowerBrook Capital Partners Wellspring Capital Management

Privately Held Companies Bicent Power Cell C (Pty) Continental Grain Deluxe Entertainment Foodcorp (Pty) Intelsat Link Theory Holdings MacAndrews & Forbes Michael Kors Momentive Specialty Chemicals Norwegian Cruise Line Ply Gem Holdings Quality Distribution Rexnord Corporation SES Americom Veritable Maritime Holdings Virtu Financial William Morris Endeavor Hedge Funds Avenue Capital Elliott Associates Harbinger Capital Partners Hutchin Hill Capital Oaktree Capital Management Pershing Square PointState Capital Reservoir Capital Partners Shumway Capital Silver Point Capital Soros Fund Management Tilden Park Trian Partners Financial Advisors Barclays Centerview Partners Duff & Phelps Evercore Goldman Sachs Lazard Moelis & Company Morgan Stanley Perella Weinberg Rothschild

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Industries

Our industry expertise includes:

Asset Management Business Services and Outsourcing Consumer Products and Retail Energy Financial Services Healthcare and Pharmaceuticals Hospitality and Gaming Industrials and Manufacturing

Infrastructure Insurance Media and Entertainment Natural Resources Real Estate Software and Technology Telecommunications Transportation and Logistics

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Recognitions


Our practice is consistently recognized for its work. Recent honors include:

• Chambers USA
  • Leading Firm – “(National) Corporate/M&A” (2011)
  • Leading Firm – “(NY) Corporate/M&A: The Elite” (2011)
  • Leading Firm – “(NY) Media & Entertainment Corporate” (2011)
• Chambers Global
  • Leading Firm in Japan, China, India, Asia-Pacific and United States (2011)
• Legal 500
  • Leading firm – “M&A – Mega-Deals” (2011)
• U.S. News & World Report/Best Lawyers
  • Tier 1 firm – “(National) Corporate Law” and “(NY) Corporate Law” (2010)
  • Leading firm – “(National) Mergers & Acquisitions Law” and “(NY) Mergers & Acquisitions Law” (2010)
• IFLR
  • Leading firm – U.S.A: Mergers and Acquisitions (2011)
  • Leading firm – China: Mergers & Acquisitions: Foreign Firms (2011)
• Financial Times
  • One of top three most innovative law firms in the United States (2010)
• Corporate Board Member
  • One of “America’s Best Corporate Law Firms” (2011)
• Asian Legal Business Japan Law
  • “M&A Deal of the Year” – Citi/Nikko deals (2010)
• Asian Legal Business Hong Kong Law Awards
  • “Taiwan Deal of the Year” – Carlyle Group/kBro/Taiwan Mobile (2010)
  • “M&A Deal of the Year” and “Japan Deal of the Year” – Citi/Nikko (2008)
• The American Lawyer
  • “Dealmaker of the Year”
    • Six of the last eight years, including
      • Warner (2011)
      • CIT (2010)
      • Wendy's/Triarc (2009)
      • Lehman Brothers/Dunkin Brands (2007)
      • Time Warner/Adelphia Communications (2006)
      • PG&E (2003)
  • “Big Deals”
    • Centerview Capital/Del Monte Foods (2011)
    • Hewitt Associates/Aon (2010)
    • Agrium/CF Industries Holdings (2010, 2009)
    • General Atlantic LLC/TASC (2010)
    • Ericsson/Nortel Networks (2010)
  • “Canadian Big Deals”
    • Quadra FNX Mining/KGHM Polska Miedz S.A. (2012)
    • Daylight Energy/Sinopec International Petroleum Exploration and Production Corporation (2012)
    • Western Coal/Walter Energy (2011)
    • Quadra Mining/FNX Mining (2010)
  • “Dealmaker of the Week”
    • General Atlantic LLC/First Republic Bank (2009)
• Crain’s New York Business
  • “40 Under 40” rising star (2010)
• Investment Dealers’ Digest
  • “40 Under 40” rising star (2009)
• Hollywood Reporter
  • “Power Lawyer” (2009, 2011)

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Representative Engagements

Citigroup in the acquisition of Nikko Cordial Securities for $14 billion and in the sales of three significant businesses of Nikko Cordial for aggregate cash proceeds of approximately $10.8 billion. These were the sale of Nikko Cordial Securities brokerage business to Sumitomo Mitsui Banking; the sale of Nikko Asset Management to Sumitomo Trust and Banking; and the sale of Nikko Citi Trust to Nomura Trust. We also represented Citigroup in its sale of CitiCapital’s North American commercial lending and leasing businesses to GE Capital in an all-cash transaction involving assets of approximately $13.2 billion.

Agrium in its $4.9 billion hostile bid for CF Industries Holdings which lasted over a year. In December 2009, Agrium won conditional approval of its proposed merger with CF Industries from U.S. competition regulators. Agrium withdrew its bid for CF Industries in March 2010 when CF Industries won its own bid for Terra Industries.

Ericsson in its participation in the consortium that acquired Nortel's patent portfolio for $4.5 billion, in addition to recent acquisitions totaling over $2 billion.

RSC Holdings in its $4.2 billion merger with United Rentals.

Maple Group, a consortium of thirteen leading Canadian financial institutions and pension funds, in an unsolicited, but ultimately friendly, Cdn$3.9 billion pending acquisition of up to 80 percent of the shares of TMX Group, the public parent of the Toronto Stock Exchange.

Shanghai Shendi Group in its development of the first mainland China theme park in Shanghai as part of a $3.678 billion joint venture with Walt Disney. Shanghai Shendi Group is a state-owned enterprise set by the Shanghai government and Paul, Weiss acted as its international counsel.

Warner Music Group in its $3.3 billion sale to Access Industries.

Western Coal in its acquisition by Walter Energy for Cdn.$3.3 billion.

Time Warner Cable with an initial $3.2 billion and subsequent $1.56 billion investment in Clearwire Corporation, along with Sprint Nextel, Intel, Comcast, Eagle River Holdings, and Bright House Networks.

Emdeon Business Services in its $3 billion sale to Blackstone Group, in Blackstone's largest leveraged buyout since 2009.

Time Warner Cable in its pending acquisition of Insight Communications for $3 billion in cash in its biggest acquisition since Paul, Weiss represented Time Warner Cable in its 2009 spinoff from Time Warner.

Dainippon Sumitomo Pharma in its acquisition of Sepracor, a NASDAQ-listed pharmaceutical company, for approximately $2.6 billion in cash.

The Carlyle Group in the $2.4 billion sale of 80% of its interest in kbro, Co., Taiwan’s largest cable TV operator, to Wealth Media Co., representing one of the largest M&A deals to have ever occurred in Taiwan, and only the third foreign private equity-sponsored public-to-private transaction ever in Taiwan. Recently named “Taiwan Deal of the Year” at the 2011 Asian Legal Business Hong Kong Law Awards.

Triarc Companies in its $2.34 billion acquisition of Wendy’s International, resulting in the nation's third largest quick service restaurant company.

The Lightstone Group in the $2.3 billion sale of its portfolio company, Prime Outlets Acquisition Company, to Simon Property Group, the largest public U.S real estate company.

Oak Hill Capital Partners in its $2.0 billion acquisition of Firth Rixson, a global aerospace parts business.

General Atlantic, as co-lead investor with Colony Capital in a consortium of private equity investors, in the $1.86 billion acquisition of First Republic Bank from Bank of America.

General Atlantic and Kohlberg Kravis Roberts & Co. in their $1.65 billion acquisition of TASC from Northrop Grumman.

Mitsubishi Rayon in its $1.6 billion acquisition of Lucite International from Charterhouse Capital Partners.

General Atlantic, as a major stockholder of RiskMetrics Group, in its $1.55 billion acquisition by MSCI.

Teck Resources, serving as U.S. counsel, in connection with the sale of a $1.5 billion stake to China Investment Corporation.

Infineon Technologies, in the sale of its wireless solutions business to Intel, the world's largest chipmaker, for $1.4 billion in cash.

Universal American in the $1.25 billion sale of its Medicare Part D business to CVS Caremark, making CVS one of the nation's largest providers of prescription drug services for Medicare Part D beneficiaries; and in the related spin-off of UAM's remaining businesses to its public shareholders.

TPG Capital, Oaktree Capital Management and JH Investments in their $1.2 billion acquisition of Taylor Wimpey's North American home building business.

Agrium in its A$1.2 billion acquisition of AWB Limited.

Oak Hill Capital Partners in the sale of Duane Reade Holdings to Walgreens in a cash transaction for a total enterprise value of $1.075 billion.

Endeavor Talent Agency in its merger with William Morris Agency, resulting in the creation of William Morris Endeavor Entertainment, with more than 300 agents representing clients in film, television, music, books, commercials and corporate branding.