Law Firm News

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Law Firm News

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Simpson, Thacher & Bartlett, LLP

STB Advises KKR and GS Capital Partners in Acquisition of Harman International Industries, Incorporated
The Firm is advising Kohlberg Kravis Roberts & Co. L.P. and GS Capital Partners in their acquisition of Harman International Industries, Incorporated in a transaction valued at approximately $8.0 billion. Harman is a leading manufacturer of high-quality, high fidelity audio products and electronic systems for the automotive, consumer and professional markets. Harman’s brands include Harman Kardon®, JBL®, Mark Levinson® and Infinity®.

Under the merger agreement, Harman stockholders are entitled to receive $120 in cash per share. As an alternative to receiving the cash consideration, Harman stockholders will be offered the opportunity to elect to exchange some or all of their shares of Harman stock for shares in a new corporation formed by KKR and GSCP to acquire Harman. The total amount of Harman shares that may elect to receive shares in the post-transaction corporation is approximately 8.3 million, which would represent $1.0 billion of equity (at the $120 per share transaction value) and an approximate 27% equity stake in Harman following the closing of the transaction. If elections for post-transaction shares exceed the 8.3 million share cap, the shares will be allocated to electing stockholders on a pro-rated basis, and the remaining Harman shares will be exchanged for cash.

The Simpson Thacher team working on this deal includes: David Sorkin, Eric Swedenburg, Sebastian Tiller and Angela Park (M&A); James Cross and Sean Murphy (Credit); Michael Nathan, Risë Norman and David Dwyer (Capital Markets); Steve Todrys and Nancy Mehlman (Tax); Lori Lesser, Kirstie Howard and Devin Ryan (Intellectual Property); Andrea Wahlquist and Andrew O’Brien (Benefits); Caylin Navo and Heesun Kang (Real Estate); Pete Kazanoff and Kyle Lonergan (Litigation); Joe Tringali, David Vann, Michael Naughton and Jonathan Parker (Antitrust); Mike Isby (Environmental); as well as paralegal Michael Davies.

05-01-2007

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Simpson, Thacher & Bartlett, LLP

Simpson Thacher Represents Lawson Software in $240 Million Convertible Notes Offering and Convertible Note Hedge and Warrant Transactions
Simpson Thacher represented Lawson Software, Inc. in connection with its Rule 144A offering of $240 million aggregate principal amount of 2.50% Senior Convertible Notes due 2012. The offering was led by Lehman Brothers Inc. and closed April 23, 2007. Simpson Thacher also represented Lawson in convertible note hedge and warrant transactions in connection with the offering.

Lawson Software is a global provider of enterprise software. It provides business application software, services and maintenance to customers primarily in the services sector, trade industries, and manufacturing/distribution sectors.

The Simpson Thacher team included Roxane Reardon and Mark Brod (Capital Markets), David Eisenberg, Louis Lehot and Aviad Welt (Equity Derivatives); Dickson Brown, Marcy Geller, Diane Gipstein and Jonathan Talansky (Tax).

05-01-2007

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Piper Rudnick, L.L.P.

DLA Piper 2007 “State of the Market” Real Estate Survey predicts “Bullish” 2007; Public-to-private consolidation to continue
Cautious optimism – which defined the U.S. commercial real estate market for much of the last decade – has given way to a new type of exuberance according to respondents of a national survey conducted by global law firm DLA Piper US LLP.

The survey, measuring the attitudes and perspectives of 274 top executives within the commercial real estate industry, reveals that abundant capital flows from both private equity funds and traditional lending sources have spurred an insatiable demand for real estate assets as 78 percent of respondents describe their 12-month outlook for the U.S. commercial real estate industry as “bullish,” up from 43 percent in 2005. When asked the primary reason for their confidence, 48 percent cited the continued growth of the U.S. economy.

Building upon the momentum generated by the historic number of transactions that occurred in 2006, culminating with the blockbuster $39 billion acquisition of publicly traded Equity Office Properties by private equity firm Blackstone Group, nine out of 10 respondents expect that the public-to-private M&A trend will continue in the coming year.

When asked the reasons for this continued trend, respondents cited a confluence of key factors driving the record number of public-to-private deals, led by private equity funds willing to pay a premium for real estate assets, cheap rates in the debt market and the public markets undervaluing REITs.

“The growing influence of private equity capital in the real estate markets is unmistakable, yet the overwhelming spike in optimism throughout the industry is surprising at a time when some industry experts fear that pricing may have peaked and there is also new evidence of a slowdown in the U.S. economy,” said Jay Epstien, chair of DLA Piper's U.S. Real Estate practice group.

“It is also interesting to note that the majority of executives believe the public-to-private consolidation trend, which has been dominated by many of the largest players in the industry, will create an abundance of opportunities for the smaller players, not just the large investors.”

According to DLA Piper, the survey captured a number of other surprising conclusions throughout the industry, including:

* Despite the greatest cap rate compression in the history of the U.S. commercial real estate industry, 10 percent of respondents believe cap rates will dip further into historic lows while 72 percent do not expect any significant changes.
* Perhaps as a direct consequence of the slowdown in the single-family residential housing market and the subprime lending situation, multifamily continues to be the most attractive real estate investment opportunity in the coming year as 26 percent of survey respondents chose multifamily over other investment options.
* Lower than expected investor interest in Eastern Europe and Russia at a time when many U.S. investors are active in those markets.

In addition to the raw data captured, survey respondents shared some interesting perspectives when asked to reveal their thoughts on the impact of the public-to-private M&A trend.

One respondent aptly described this trend by saying, “No deal is too big.” Another respondent added, “It will serve to increase activity in the near term as any public company is now fair game to be taken private.”

The survey coincides with DLA Piper’s 2007 Global Real Estate Summit to be held in Chicago on May 1 and attended by many of the executives included in the survey.

05-01-2007

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Morgan Lewis & Bockius LLP

Chambers USA 2007 Recognizes 109 Morgan Lewis Lawyers as “Leaders in Their Field”
Morgan Lewis is pleased to announce that the 2007 edition of Chambers USA: America’s Leading Lawyers for Business will feature 109 Morgan Lewis lawyers when it is published later this year. This continues our trend of significant increases in the number of Morgan Lewis lawyers who have been listed in previous years, starting with 27 lawyers in 2003—the first year Chambers listed U.S. lawyers—to 43 lawyers in 2004, 76 lawyers in 2005, and 102 lawyers in 2006.

The London-based Chambers is widely accepted as the standard for legal distinction around the world. The publication’s selection process is based on interviews with in-house law departments and with other attorneys around the country. The rankings are based on qualities such as technical legal ability, professional conduct, commitment, client service, and commercial awareness.

Established in 1873, Morgan Lewis is no stranger to leading lawyer directories—our attorneys frequently appear in surveys listing top practitioners, in publications such as Best Lawyers, The American Lawyer, Corporate Counsel, and The National Law Journal, and in a Corporate Board Member survey of America’s best corporate lawyers. Morgan Lewis lawyers are also named fellows of the American College of Trial Lawyers, the American College of Employee Benefits Counsel, the College of Labor and Employment Lawyers, and the American College of Tax Counsel. Chambers has also ranked many of our European colleagues in their UK and Global editions.

05-01-2007

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Miller, Canfield, Paddock & Stone, P.L.C.

Miller Canfield Elects New Member of Managing Directors
The law firm of Miller, Canfield, Paddock and Stone, P.L.C announces that attorney Michael P. McGee has been elected a managing director, effective April 19, 2007, completing the unexpired term created by Michael W. Hartmann’s appointment as CEO. McGee will be part of the firm’s five-person management board that works with the chief executive officer to oversee the firm’s 17 offices.

McGee has been with Miller Canfield for 22 years and is a principal practicing public finance law in the Detroit office. He also is the firm’s Hiring Chair.

McGee represents public entity clients throughout Michigan, and has had primary responsibility for general obligation and revenue bond issues aggregating over $3 billion, including acting as bond counsel in the largest municipal bond financing in Michigan history–the $1 billion bond issue for the Midfield (McNamara) Terminal at Detroit Metropolitan Airport. He has broad experience in structuring intergovernmental agreements and public/private economic development and public improvement projects.

A three-time graduate of the University of Michigan, he earned a bachelor's degree in economics and political science cum laude in 1979, a law degree in 1982, and a master's degree in public policy studies in 1983. While in law school, he was a senior editor for the Michigan Law Review.

McGee is a past vice-chair of the Southeast Michigan Council of Governments and is a member of the American Bar Association, the National Association of Bond Lawyers and the Public Corporation Law Section of the State of Michigan. He is listed in Michigan Super Lawyers, in the Bonds/Government Finance Section of the 2006 edition.

He resides in Novi, Michigan.

05-01-2007

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McDermott Will & Emery

Andrea S. Kramer to Receive Founders Award from The Women's Treatment Center
Andrea S. Kramer, a McDermott Will & Emery partner based in the Chicago office, will be presented with the first "Founders Award" from The Women's Treatment Center (TWTC). Ms. Kramer, a founding member and board chair of TWTC, has been supporting TWTC for 16 years. During her tenure, TWTC has expanded its programs and services to further erase the barriers to treatment of women with children.

Ms. Kramer has practiced law for nearly 30 years. She is a member of McDermott’s Tax Department; head of its Financial Products, Trading and Derivatives Group; and co chairs its Energy Services Group. She is active in Firm management, serving as chair of the Firm’s Gender Diversity Committee and a member of its Management Committee. In addition to her many legal accomplishments and her family life, Ms. Kramer has found the time and energy to be extremely active in community and charitable activities. Earlier this year in recognition of her outstanding community service, the Anti-Defamation League awarded her its Women of Achievement Award, and the Cook County Board of Commissioners awarded her its Unsung Heroine Award in 2004. She serves on the board of DanceArt. She recently co-founded the Women's Leadership and Mentoring Alliance and plays a leading role in the Chicago Bar Association's "Call to Action," designed to increase opportunities for women lawyers.

The mission of TWTC is to provide women with a continuum of care, recovery tools, and parenting skills to maintain a sober lifestyle as they rebuild their lives and futures and mend the bonds with their families. The scope of this treatment includes social services, medical care and mental health services, which are offered without regard to race, creed, color, sexual orientation, disability, national origin or ability to pay. TWTC is one of the few substance abuse programs in the United States that can accommodate children in residential treatment, making TWTC particularly responsive to the needs of chemically dependent mothers.

05-01-2007

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Jenner & Block LLP

Scogland to Serve as Vice Chair of ERISA Advisory Council
"Jenner & Block Partner William L. Scogland has been appointed vice chair of the U.S. Department of Labor’s Advisory Council on Employee Welfare and Pension Benefit Plans for 2007.

Secretary Elaine L. Chao made the announcement while appointing five new members to the council, who will serve for three years. James D. McCool, executive vice president for corporate and retirement services at Charles Schwab & Co. Inc., was named chair of the council.

Mr. Scogland was appointed as a member of the council by the Labor Secretary in 2006 to represent the employers sector of the employee welfare and pension benefit community.

The 15-member council is established pursuant to the Employee Retirement Income Security Act of 1974 (ERISA), and its duties include advising the Secretary of Labor regarding his or her functions under ERISA.

Mr. Scogland, Chair of Jenner & Block’s Employee Benefits and Executive Compensation Practice and Co-Chair of the ERISA Litigation Practice, regularly counsels clients on benefits issues in merger and acquisition transactions, the benefit implications of bankruptcies, investments by ERISA plans and ERISA fiduciary issues."

05-01-2007

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