Corporate Department Extends Streak with "Dealmaker of the Year" Recognition

Onward and Upward

The Paul, Weiss Corporate Department has experienced significant growth and recognition over the last 10 years. During this ever-changing period in the marketplace, the corporate practice turned to new leadership and focused its strategic efforts on expanding its expertise in specific areas of focus. "Our strategy has been relatively straightforward," says Corporate Chair Bob Schumer. "We have been adept at being lean, while also focused on promoting and recruiting the most talented lawyers in our core areas of strength."

The Department represents some of the leading firms in the marketplace - some old and some new to the firm - including ADP, Apollo, Blackrock, Carnival, Citibank, Ericsson, General Atlantic, Oak Hill, Time Warner Cable and Wellspring, to name a few. As the Department's client base keeps growing, so too does the breadth of its transactional practice and the accolades from the community at large. In fact, Paul, Weiss transactional lawyers have been named "Dealmaker of the Year" by The American Lawyer in five of the last seven years for their work on transactions such as Time Warner's $17.9 billion acquisition of Adelphia Communications, Triarc's $2.34 billion acquisition of Wendy's and CIT's pre-packaged reorganization plan and restructuring. The corporate team recently assisted with the private equity "Deal of the Year" for 2010, awarded for Oak Hill Capital's sale of Duane Reade to Walgreens (Mergers & Acquisitions Magazine).

While focused in the specialized practice groups of Finance, Investment Management, M&A, Securities and IP, the Department has also expanded its international presence and reach into Asia, Canada, Europe and the emerging markets. This concerted effort to build deeper and specialized expertise across the areas of focus and around the world appears to be paying dividends for the firm and its clients. As deputy Chair Marco Masotti notes, "Our specialized teams are adept at providing full-service solutions that fit our client's needs."

Innovation

The Financial Times recently acknowledged Paul, Weiss as a leader in legal innovation for 2010. In particular, the corporate practice was commended by the FT for its creativity in the $10.8 billion sale of three separate Nikko Cordial businesses on the same day for Citigroup. Toby Myerson, Co-head of the M&A practice, commented: "One of the most rewarding aspects of the Nikko Cordial transactions was our ability to provide creative solutions to achieve the client's financial and legal objectives, while closing three major divestitures simultaneously." FT's "Innovative Lawyers" report also noted the spin-out of Trilantic Capital Partners, a private equity business, from Lehman Brothers Merchant Banking. One can also look at other recent private equity representations such as General Atlantic's acquisition of First Republic Bank from Bank of America ($1.86 billion) or Kohlberg Kravis Roberts & Co. and General Atlantic's acquisition of TASC from Northrop Grumman ($1.65 billion) for innovation at work.

Paul, Weiss's growing reputation for innovation permeates multiple practice areas within the Department. For example, the nationally recognized Investment Management Group has earned "Leading" and "Tier 1" rankings from Chambers USA and U.S. News and World Report in both categories. While top-tier clients such as Apollo, Avenue Capital, BlackRock, Blackstone/GSO, CI Capital, Oak Hill, Reservoir Capital and Wellspring utilize the group's ability to serve clients throughout their fundraising cycles, many also point to the group's overlapping expertise in both the hedge fund and private equity space as a catalyst for success.

Similarly, the Investment Management Group has grown into one of the leading investment management transactions practices in the country, having recently represented such industry players as Affiliated Managers Group in its majority investment in Pantheon Ventures, Citigroup in the sale of its private equity fund-of-funds business, Moelis & Company in its acquisition of Gracie Credit, and Religare in its majority investments in Northgate Capital and Iandmark Partners. 

The Finance Group follows an innovative approach, helping its diverse client base that includes the FDIC and the U.S. department of energy, corporations such as Major League Baseball, Time Warner Cable and the Wendy's/Arby's Group, private equity firms such as General Atlantic, Kohlberg, KPS, Oak Hill and TowerBrook, and financial institutions including Bank of America, Citigroup, Goldman Sachs, ING and Perella Weinberg to navigate the legal nuances of novel and multidimensional structures.

The finance practice handles highly complex corporate transactions by advising private equity sponsors and other borrowers on leveraged financings for LBOs and other types of acquisitions. The group also represents clients in bridge loans, recapitalizations, restructurings and general credit facilities and they are regularly involved in the structuring of derivatives instruments for financing, hedging, leverage and synthetic exposure purposes. According to partner Valerie Radwaner, "Our greatest strength is our interdisciplinary approach, which enables us to bring together experts on all of the various facets of a deal." The U.S. Department of Energy recently engaged Paul, Weiss for assistance with their $1.4 billion loan arrangement for Nissan North America, Inc. and its $465 million loan arrangement for Tesla Motors, Inc., as part of the $25 billion Advanced Technology Vehicles Manufacturing loan program to promote the development of fuel-efficient vehicles in the U.S.

In recent years, the Finance Group has worked on highly innovative finance deals involving unusual asset classes, as well as securitizations and bond financings involving a wide range of more traditional assets. Financing matters over the past decade include creative securitizations for the revenue-generating assets of Dunkin' Brands, Inc., Domino's Pizza, Inc., Church's Chicken, IHOP, Sonic and even the assets of two subsidiaries of Local Insight Media, a leading provider of print yellow pages and the Internet-based local search services. In addition to earning "ABS Deal of the Year" by Total Securitization (IHOP's $2.1 billion acquisition of Applebee's), the group has been recognized by Chambers and Legal 500 for its pioneering work in the securitization of "difficult to monetize assets." As Finance Group Co-head Terry Schimek notes, "Our team is helping clients to successfully finance projects using creative financing techniques." Jordan Yarett, the group's other Co-head, is excited about the future: "We are eager to extend our reach across industries, and know we have the people in place to make it happen." In the Media and Entertainment sphere, it's well known that clients demand innovative thinking. The corporate team has helped clients navigate one of the most complex industries in the world. The practice has seen it all over the last few years - every industry sector from motion pictures, music, Internet, cable and broadcast television to live theater, book and magazine publishing - and every type of client, including major film studios, cable companies, record labels, networks, funds, production financing vehicles, playwrights, actors, directors, entrepreneurs and writers. With recent representations of Warner Music Group in its $3.3 billion sale to Access Industries, Time Warner Cable in its acquisition of NaviSite, Apollo in its agreement to purchase CKx, Inc., the company that owns the rights to television shows American Idol and the names and likeness rights for Elvis Presley and Muhammad Ali, the mezzanine investor in Digital Cinema Implementations Partners' $660 million financing (winner of IDD's "2010 Media Deal of the Year"), Crestview Partners in its investment in Cumulus Media Inc. as part of the acquisition of Citadel Broadcasting Corporation, the co-founder of The Huffington Post in the AOL acquisition, Endeavor in its precedent-setting Hollywood deal with William Morris to create William Morris Endeavor, Current TV in its deal to bring Keith Olbermann over from MSNBC and the Shanghai Shendi Group in its theme park joint venture with Disney, it's easy to see how the group is excited about what the future holds.

Client Service

The Corporate Department has grown with clients for years, forming strong relationships with clients as they have progressed through the business lifecycle. The M&A Group has maintained this strong tradition. Often lauded for its innovation, business pragmatism and client service, the M&A Group represents a broad spectrum of companies in a variety of industries. According to partner Jeff Marell, "The cross-pollination of ideas from a diverse client base, combined with industry knowledge, gives us a deep pool of ideas, approaches and techniques to innovate the structuring and implementation of transactions for our clients."

Today, the Paul, Weiss M&A team represents a wide variety of industry leaders in the full range of transactions, advising on the purchase, sale and financing of corporations, financial institutions and investment managers. Recently, the M&A Group has represented such heavyweights as Agrium (CF Industries), Centerview Capital (Del Monte), Citigroup (Nikko), Ericsson (Nortel), The Lightstone Group (Prime Outlets Acquisition Company/Simon Property Group), Nextel (Sprint), Oak Hill (Duane Reade/Walgreens), Shanghai Shendi Group (Walt Disney JV), Time Warner (NaviSite) and Universal American Corp (CVS), among others. As partner Angelo Bonvino notes, "The diversity of our practice is one of our greatest strengths because we understand the business ramifications and implications of legal challenges and opportunities across both industry and client types."

The Capital Markets Group has also nurtured long-standing relationships with numerous leading companies, and in many cases has represented them since their beginning. Representing issuers and underwriters in the full complement of equity, debt and hybrid product offerings and transactions, the firm has served clients such as ADP, Agrium, Carnival Corporation & plc, Ivanhoe Mines, Polo Ralph Lauren, UFJ Mitsubishi, Time Warner Cable and even the United States Treasury in a number of TARP transactions. As partner John Kennedy notes: "Our goal is to partner with our clients and develop long-term relationships. As a result, we have a deep understanding of our client's businesses and their strategic objectives."

Practicality

In Canada, the firm continues to build on its sterling reputation for client service, pragmatism and creativity. The Canadian practice has been led by partners Ted Maynard, Andrew Foley and Matt Abbott, who bring a combined experience of more than 40 years advising Canadian companies and their underwriters on transactions involving U.S. legal matters. The recent addition of Chris Cummings and Adam Givertz, combined with the opening of the firm's Toronto office, gives the practice an even stronger foothold in Canada. Recently, the firm represented the Government of Canada in the GM IPO (the largest in North American history) and the Caisse de dépôt et placement du Québec in its $5 billion offering of debt securities, which was the largest non-governmental offering to date by any Canadian issuer in the United States. In addition, the practice has also recently represented Cenovus Energy, EnCana Corporation, JH Investments, Ivanhoe Mines, MEG Energy (for which MEG earned "IPO of the Year" by the Globe and Mail), Teck Resources and Western Coal. Partner Ted Maynard notes: "With experience comes trust, which has earned us our strong reputation in Canada. We believe that Canadian companies and financial institutions want us in their corner, and we do what it takes to help them succeed."

Partner Matt Abbott agrees. "Because our Canadian cross- border transactions often require an interdisciplinary approach, we work closely with all of the firm's practice groups to develop practical, fully integrated solutions for our clients."

The Intellectual Property Group is composed of a versatile, experienced group of transactional lawyers who understand how the interplay of business objectives, practical pressures and timing fit into the overall structure of a deal. The practice has seen every kind of deal and knows how to help clients avoid pitfalls and take advantage of the opportunities that accompany intellectual property issues. The group assists clients throughout every stage of the transaction, from negotiating a transition services agreement to assisting with post-acquisition integration.

Whether the Corporate Department's success is due to innovation, practicality or a dedication to client service, one thing is clear: the marketplace seems to be taking notice.