Law Firm News

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Law Firm News

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Greenberg Traurig, LLP

Debra Guajardo Appointed U.S. Chair, Project Finance Committee, of the U.S. - Mexico Bar Association
Debra Guajardo, a corporate and securities associate in Greenberg Traurig’s Houston office, has been appointed as the U.S. Chair of the Project Finance Committee of the U.S. - Mexico Bar Association (USMBA).

The Project Finance Committee provides a forum for international and domestic lawyers who specialize in complex project finance, equipment finance, structured finance and government projects. The Project Finance Committee strives to promote a cross-border understanding of how global capital markets can be used for infrastructure projects in the U.S. and Mexico in order to help improve the value of service delivery. In addition, the Committee assists in the development of a cross-border “private law” for project finance activities and the resolution of related disputes, applicable to both jurisdictions.

As U.S. Chair of the Project Finance Committee, Debra can facilitate access to a wide network of Mexican attorneys, business people and government officials through her direct contact with the other U.S. and Mexico Chairs and members of the Association.

Formed in 1994, the USMBA is a bi-national Bar Association comprised of attorneys from Mexico and the United States. They work to develop and promote an understanding of the legal systems and practices of the two nations; to foster the exchange of professional information on matters of law; to enable lawyers from both countries to better serve their communities and clients; and to share experiences in dealing with issues of common interest without adopting or favoring any particular political standing.

The USMBA will hold its 2007 Annual Meeting and Conference on October 24-26, 2007 at the Marriott Riverwalk in San Antonio, Texas. This year’s meeting is entitled “Strengthening Our Ties: A Study in Current and Developing Law and Policy in US-Mexico Relations”.

09-07-2007

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Thacher Proffitt & Wood LLP

Ranking: SNL Financial Institutions Deal Book 2007: Thacher Proffitt Ranked for Bank and Thrift Mergers and Acquisitions #13 by Deal Value and #1 in New England by Number of Deals
SNL Financial Institutions Deal Book 2007 published information on M&A deals, capital offerings, de novo banks and the players involved.

Thacher Proffitt was listed in the following areas:

* Legal Advisers: Banks & Thrifts
* Legal Advisers: Specialty Finance
* Legal Advisers: Securities & Investments
* Capital Offerings: Underwriter's Counsel
* Capital Offerings: Company Counsel

Thacher Proffitt ranked as follows:

Bank and Thrift M&A

* #13 Top 50 Legal Advisers - by total deal value (up from #22)

Most Active Legal Advisers in Whole-Institution Acquisitions in 2006 - by region
(ranked by number of deals)

* #1 in New England (up from #3)
* #3 for the Mid-Atlantic (up from #7)
* #9 Nationwide (up from #36)
* #29 for the Midwest (not ranked last year)

Whole-Bank and Whole-Thrift Acquisitions Announced in 2006 - by state
(ranked by deal value at announcement)

* Top deal in Indiana
* 2nd and 3rd place deals in Massachusetts
* Top and 4th place deals in New Jersey
* 4th and 6th place deals in New York
* Top deal in Vermont

Specialty Finance Deals
(ranked by number of deals)

* #19 Legal Adviser (including consumer, commercial and mortgage company and asset deals)

Securities & Investments - Financial Institutions
(ranked by total deal value)

* #40 Legal Adviser (10 deals valued at $1,424.5 M)

Associated Practices
Corporate & Securities
Mergers & Acquisitions

Associated Industries
Banking

09-07-2007

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Squire, Sanders & Dempsey, L.L.P.

SQUIRE SANDERS DOUBLES SIZE OF REAL ESTATE PRACTICE IN RUSSIA
Global law firm Squire, Sanders & Dempsey L.L.P. announced that Dmitry A. Kunitsa has joined the firm from LeBoeuf, Lamb, Greene & McRae LLP, where he was head of that firm’s Russian and CIS real estate practice. Kunitsa will bring with him two experienced associates, Uliana Y. Norko and Tamara M. Shabazova, and will head Squire Sanders’ thriving Moscow-based real estate practice group. With the additional lawyers, the firm’s Moscow office now has an eight-strong dedicated real estate team capable of covering real estate transactions across Russia and in most countries of the former Soviet Union – making it one of the largest and most impressive legal real estate teams in the region. Squire Sanders was one of the first international law firms to penetrate Central and Eastern Europe and built its foundations on a strong real estate practice in these rapidly developing markets at an early stage.

Kunitsa and his team have extensive experience in real estate development, investment projects and virtually all types of contemporary real estate transactions. Their practice focuses on advising institutional and private investors on structuring and implementing complex, cross-border transactions aimed at the acquisition of real estate; representing major Western and Russian companies in wide varieties of real estate transactions in Russia and other jurisdictions with similar legal systems; and advising lenders and borrowers on real estate financing and refinancing matters. They also represent private companies in negotiations with governmental authorities of all levels and provide legal advice on regulatory aspects of real estate transactions.

Ivan A. Trifonov, managing partner of the firm’s Moscow office, said: “Our strong team has been significantly enhanced, creating a formidable new group equipped to provide the best possible advice and take on the largest and most complex real estate transactions in Russia. Kunitsa and his team join us at a crucial time, just as the Russian real estate market is maturing and taking a different direction than some of the countries in Central and Eastern Europe. We are experiencing a high level of sizeable transactions, involving major investment banks, real estate investment funds and prominent developers.

“The real estate market in Russia is booming, with commercial real estate investment volumes reaching €3.4 billion in 2006, which is 10 times what it was in 2005. Our real estate practice continues to grow apace in order to meet the demand for reliable and knowledgeable local advice in this market.”

Squire Sanders’ lawyers across the globe regularly represent clients in widely varied types of real estate projects including airports, apartments, condominiums, distribution centres, hotels/resorts, industrial buildings, land acquisitions, land use planning and zoning, office buildings, office parks, public infrastructure, redevelopment projects, residential subdivisions, schools and shopping centres. Clients benefit from a wealth of resources regardless of geographic location, making available to all clients the specialised expertise developed across the firm’s offices.

Since the opening of the Moscow office in 1991, Squire Sanders has built a strong practice in the fast-growing real estate markets of Russia and Ukraine, with lawyers experienced in development, financing and acquisitions and divestitures of all types of real estate projects.

In June, Squire Sanders’ real estate team advised Developers Diversified Realty Corporation (NYSE:DDR), the largest shopping centre real estate investment trust (REIT) in the United States, as it entered into a US$300 million joint venture with ECE Projektmanagement International G.m.b.H., part of the Otto Group, a German real estate development company. Together, DDR and ECE will pursue retail development in Russia and Ukraine. The transaction involved a complex structure of multiple jurisdictions, including issues governed by Russian, Ukrainian, German and US law, as well as European Community competition law and coordination with local counsel in Cyprus.

Squire Sanders’ real estate lawyers are consistently recommended by legal surveys around the world including Chambers Europe 2007 (one real estate client notes that Squire Sanders is “the only international firm that has never disappointed me”), European Legal Experts 2007, The Best Lawyers in America 2007 and Chambers USA: America’s Leading Lawyers 2006.

09-07-2007

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Simpson, Thacher & Bartlett, LLP

Simpson Thacher Represents Banks in $3.8 Billion of Bridge Financing for Acquisition of Home Depot Supply by CD&R, Carlyle and Bain
Simpson Thacher represented the initial purchasers in bridge financing in the form of a Rule 144A offering of $2.5 billion 12% senior cash pay notes due 2014 and $1.3 billion 13.5% senior subordinated notes due 2015 to finance the acquisition by Clayton, Dubilier & Rice, the Carlyle Group and Bain Capital Partners of HD Supply, Inc. from The Home Depot, Inc. In addition to the notes offering, the financing consisted of a senior term loan facility, a senior asset-based loan facility and certain other capital contributions by the sponsors or their affiliates. The initial purchasers were J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Lehman Brothers Inc.

With approximately 1,000 locations across the United States and Canada, HD Supply, Inc. is the second largest wholesale distributor serving the highly fragmented U.S. and Canadian residential, non-residential and public infrastructure construction and facility maintenance and repair markets.

The team of Simpson Thacher attorneys who worked on this transaction includes: Arthur Robinson, John Ericson, Kirsten Davis, Lesley Peng, Sirimal Mukerjee, Brian Gluck, Angela Park and Marisa Ma (Securities); Frank Huck, Patrick Ryan and Jennifer Steen (Credit); Seojung Park (Tax); Michael Isby and Elisa Alcabes (Environmental); Robyn Rahbar (Intellectual Property); Rachel Berry (ERISA); and Aaron Rosenberg (Real Estate). Summer associates, Jonathan Bennett, Daniel Bae and Joe Green, and corporate paralegals, Sanida Kikic and Anne Dana, provided valuable assistance on this transaction.

09-07-2007

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Simpson, Thacher & Bartlett, LLP

Simpson Thacher Appoints Director of Diversity
Simpson Thacher & Bartlett LLP announced on September 6 the appointment of Natalia Martín as its Director of Diversity, a newly created role at the Firm. The creation of this position and Ms. Martín's appointment are an extension of the Firm's longstanding commitment to promoting diversity in the legal profession.

Ms. Martín was previously Director of Legal Personnel and Professional Development at Simpson Thacher. Her appointment augments the Firm’s recent diversity initiatives, which include the formation of a Women's Committee, the strengthening of the Diversity Committee, support for affinity groups, an increase in paid maternity leave benefits, a revised flexible work arrangements policy, and additional back-up childcare options for attorneys.

"We view diversity as one of our greatest strengths," said Pete Ruegger, Chairman of the Firm's Executive Committee. "Creating and supporting an environment that encourages diversity, enhances retention and allows our attorneys to thrive is integral to the long-term vitality of our Firm. We are privileged to look to Natalia’s continued leadership in our diversity efforts."

Ms. Martín's personal and professional commitment to promoting diversity has been widely recognized. She is the recipient of the Connecticut Hispanic Bar Association's Achievement Award, the 2007 Flor de Maga award from the Puerto Rican Bar Association Women's Committee, and the Yale Law School Class of 2007 Award from the Latino Law Students' Association.

She is a 1982 graduate of Harvard College and a 1985 graduate of Yale Law School. She was an Associate at Simpson Thacher before serving first as an Assistant Dean and then as an Associate Dean at Yale Law School from 1991 to 2005. She will serve on the Committee to Enhance Diversity in the Legal Profession of the New York City Bar Association starting in September 2007.

09-07-2007

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Shearman & Sterling LLP

Shearman & Sterling Fosters New Women’s Professional Soccer League
A new North American women’s professional soccer league, under the temporary title of Women’s Soccer LLC, has been established in the United States. The league will initially include teams based in Boston, Chicago, Dallas, Los Angeles, New Jersey/New York, St. Louis, and Washington, DC, and play will begin in 2009. Shearman & Sterling is representing the Women’s Soccer Initiative, Inc. (WSII), which developed the league's business model and is enabling investors to launch the league.

The league plans an 18-month marketing campaign during the Women’s World Cup this month and the Olympic Games next summer, leading up to the 2009 launch date. The league will work with Soccer United Marketing (the commercial affiliate of Major League Soccer, the US men’s league) as its exclusive representative for the sale of national corporate sponsorship and consumer product licenses.

The league is expected to attract a new soccer audience as well as die-hard fans of the defending Olympic gold-medalist US National Team and the Women’s United Soccer Association (WUSA), which suspended operation in 2003. According to the US Soccer Federation, soccer continues to experience unprecedented growth in the United States—particularly among America’s youth.

Shearman & Sterling attorneys advising the WSII reflect the breadth of legal work the firm provided in support of the start-up of this international league. Attorneys from the firm’s offices in Menlo Park, San Francisco and New York combined to contribute experience in corporate structure, tax, antitrust, intellectual property and more. They include Of Counsel Vicki Veenker (MP-IP), partners Creighton Condon (NY-MA) and Beau Buffier (NY-AT), counsel Daniel Glazer (NY-IPT), Susan Reiss (NY-IP) and Ansgar Simon (NY-TX), associates Jennifer Boyle-Devine (NY-MA), Jill Frizzley (NY-BR), Bryn Jedlic (SF-MA), Joseph Tong (NY-MA), Lucia Guh-Siesel (MP-IP), Christy Lai (MP-IP), Kelly Burgesser (NY-CM), Elena Rubinov (NY-MA), Michel Werthenschlag (NY-MA), George Milton (LO-AT) and Emily Griffen (SF-LT), and legal assistants James Lik (NY-MA), Emily Priest and Timothy Sun (NY-MA).

09-07-2007

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Kramer, Levin, Naftalis & Frankel, LLP

Kramer Levin Represents Aldabra 2 Acquisition Corp. in its $1.625 Billion Acquisition of Paper and Packaging Assets from Boise Cascade
Aldabra 2 Acquisition Corp.("Aldabra") today announced that it has entered into a Purchase and Sale Agreement with Boise Cascade, L.L.C ("Boise Cascade"), a Madison Dearborn Partners, L.L.C. ("Madison Dearborn") portfolio company, to acquire Boise White Paper, L.L.C. (the "Paper Business"), Boise Packaging & Newsprint, L.L.C. (the "Packaging Business") and Boise Cascade Transportation Holdings Corp. (collectively, the "Combined Paper Businesses"). Boise Cascade will retain 100% ownership of the Wood Products and Building Materials Distribution businesses.

At closing, Aldabra will be renamed Boise Paper Company ("BPC"). The Combined Paper Businesses, for the twelve months ended June 30, 2007 (defined as "LTM"), generated $2.28 billion in revenues and $231.7 million in Adjusted EBITDA.(1) The Paper Business is currently the number three manufacturer of uncoated free sheet paper in North America with LTM segment revenues of approximately $1.54 billion. The Packaging Business is a leading supplier of corrugated sheets, boxes, and newsprint in North America with LTM segment revenues of approximately $784 million. Segment revenue as presented excludes corporate segment revenue and does not give effect to inter-segment eliminations.

Aldabra will acquire the Combined Paper Businesses for approximately $1.625 billion (approximately 7.0 x LTM Adjusted EBITDA(1)), of which approximately $1.338 billion will be paid in cash (less $38 million in cash contributed by Boise Cascade to the Combined Paper Businesses at closing) and the balance in shares of Aldabra common stock.(2) The sources of funds for this transaction will consist of (i) approximately $392 million of net proceeds from Aldabra's trust (which takes into account deferred underwriting fees and expected interest income projected through closing, net of taxes), (ii) approximately $946 million in a new debt facility to be raised in conjunction with the transaction,(3) (iii) less $38 million in cash contributed by Boise Cascade, and (iv) approximately $325 million of new Aldabra shares that will be issued to Boise Cascade.

The number of shares of Aldabra common stock to be issued to Boise Cascade at closing will be calculated by dividing approximately $325 million by the average closing price per share of Aldabra common stock during the 20-day period ending three days prior to the closing of the transaction. The parties have agreed that for purposes of this calculation,the average closing price will not be higher than $10.00 or lower than $9.54. Assuming no conversion rights are exercised and an average closing price of $9.77 (the midpoint of the range), Boise Cascade would receive approximately 34.511 million shares of Aldabra common stock, representing 40.0% of BPC's shares post-closing.(4)

In connection with the transaction, Aldabra will seek to raise approximately $946 million of debt financing to fund, in part, the cash portion of the purchase price. This will result in net debt of $908 million (taking into account the $38 million of cash at the Combined Paper Businesses), resulting in a net debt/LTM Adjusted EBITDA multiple of approximately 3.9x, assuming no exercise of conversion rights by Aldabra shareholders. Boise Cascade will utilize a substantial portion of the cash proceeds it receives to repay debt existing at the Boise Cascade level.

The Kramer Levin team that represented Aldabra included Philip Weingold, Thomas Balliett, Peter Smith, Chatchada Chiamprasert, Chris Auguste, David Levine, Debbie Lee, Becky Porath, Jay Godman, Michael Fein, Scott Schneider, Elizabeth Stein, Kevin Moss, Leslie Nguyen, Jean-Paul Ciardullo, Chuck Warren, Karen Mintzer, Kerri Folb, Blake Rigel, Melissa Blades, Eric Wise, Alyssa Katz, Christine Lutgens, Avram Cahn, Mary Flaherty, Izabel McDonald.

09-07-2007

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