Anatomy of a deal: the Verizon Vodafone acquisition Forum

[thesealocust]

Let's play a game that will hopefully be instructive about transactional practices.

The deal is valued at $130 billion or so, and last time I saw a stat quoted was the 3rd largest deal ever announced.

So, the question is: How many law firms were involved in the deal? Price is right style rules, closest without going over wins. A hint to point you in the right direction: Wachtell was involved (:shock:!)

Keep in mind that the deal included several entities (Verizon and Vodafone, banks advising those groups, the boards of those groups, etc.) and probably complex financing (shockingly, Verizon didn't likely have $130 billion under the mattress). I'm not an M&A expert, but I'd guess antitrust advice was necessary? And possibly other things/entities I'm not even aware of.

I haven't tried to do a fully tally myself, but I think the answer will be interesting/amusing.

[hephaestus]

I'll say 8.

[jduluoz54]

12

[Old Gregg]

Law360 has all the firms.

[philosoraptor]

Interesting thread idea for newbies such as myself. For those without AmLaw/Law360 access yet, could somebody post the firms and their roles?

[84651846190]

Law360 has all the firms.

buzzkill

[Icculus]

18

[thesealocust]

Law360 has all the firms.

Ah, FCC regulatory - didn't think of that one, but that makes sense.

Do you think that list is otherwise comprehensive? I expected more firms to be involved in the financing arangements, but this isn't exactly my wheelhouse.

[Old Gregg]

Law360 has all the firms.

Ah, FCC regulatory - didn't think of that one, but that makes sense.

Do you think that list is otherwise comprehensive? I expected more firms to be involved in the financing arangements, but this isn't exactly my wheelhouse.

Probably one firm representing the lenders' counsel as administrative agent and a bunch others representing the other lenders in the syndicate. Don't know the bank that was AA, but shouldn't be hard to figure that out and then determine the law firm that did the financing on lenders side.

[Anonymous User]

How does the value of the deal correlate with the amount of actual fees billed?

[Anonymous User]

Law360 has all the firms.

Ah, FCC regulatory - didn't think of that one, but that makes sense.

Do you think that list is otherwise comprehensive? I expected more firms to be involved in the financing arangements, but this isn't exactly my wheelhouse.

Probably one firm representing the lenders' counsel as administrative agent and a bunch others representing the other lenders in the syndicate. Don't know the bank that was AA, but shouldn't be hard to figure that out and then determine the law firm that did the financing on lenders side.

'Twas DPW.

[Myself]

.

[thesealocust]

How does the value of the deal correlate with the amount of actual fees billed?

Positively

People refer to deals this size as cost insensitive (or some synonym I'm not thinking of right now). IIRC, one reason Wachtell has such insane PPP is because they do fee structures the way banks do, taking a percentage of the deal rather than charging a (high) hourly rate.

[Old Gregg]

Anon are you sure it was DPW? Thought they were underwriters' counsel, but could be way off.

[Anonymous User]

How does the value of the deal correlate with the amount of actual fees billed?

Positively

People refer to deals this size as cost insensitive (or some synonym I'm not thinking of right now). IIRC, one reason Wachtell has such insane PPP is because they do fee structures the way banks do, taking a percentage of the deal rather than charging a (high) hourly rate.

Yeah but it's not 1:1 all the way up is it? Though probably the more money involved the more likelihood for higher complexity, side deals, DD etc.

[Anonymous User]

Anon are you sure it was DPW? Thought they were underwriters' counsel, but could be way off.

We're both right.

DPW advised the underwriters (MLFPS, JPM, MS, Barc) and JPM as AA. They were also counsel to MS and JPM as financial advisor. Not sure who Guggenheim and that other dude used.

[Old Gregg]

How does the value of the deal correlate with the amount of actual fees billed?

Positively

People refer to deals this size as cost insensitive (or some synonym I'm not thinking of right now). IIRC, one reason Wachtell has such insane PPP is because they do fee structures the way banks do, taking a percentage of the deal rather than charging a (high) hourly rate.

Yeah but it's not 1:1 all the way up is it? Though probably the more money involved the more likelihood for higher complexity, side deals, DD etc.

Nope. Some of the most paper and most complexity have been on my sub-$100mm deals.

[Anonymous User]

Yeah - just trying to get a sense whether these big-$$$ headline-grabbing deals are actually that much more lucrative for a firm. Or if it's mostly about the PREFTIGE. See also: league tables

The teams fielded as mentioned in the article do seem pretty big and I'm sure they'll generate a lot of fees for the firms involved.

[enibs]

Lots of firms trying to take credit for being involved in this deal, but if you want to know who really did a deal, you look at the notices section in the transaction documents that are publicly filed. In this case, Simpson Thacher and Slaughter & May for Vodafone, and Wachtell Lipton and Macfarlanes for Verizon. Everyone else is ancillary.

[lawyerwannabe]

Simpson got Vodafone and Microsoft. Killin it.

[KidStuddi]

Simpson got Vodafone and Microsoft. Killin it.

[Old Gregg]

Lots of firms trying to take credit for being involved in this deal, but if you want to know who really did a deal, you look at the notices section in the transaction documents that are publicly filed. In this case, Simpson Thacher and Slaughter & May for Vodafone, and Wachtell Lipton and Macfarlanes for Verizon. Everyone else is ancillary.

Yes and no. I'm sure these firms actually worked on the acquisition documents, but the debt financing is no joke and I'm sure will constitute 3/4s of the closing room when the time comes.

[Old Gregg]

Simpson got Vodafone and Microsoft. Killin it.

This too. Jesus. I think I said in another thread that STB is a PE giant, but look at this shit. This combined with Dell... jesus.

[KidStuddi]

Simpson got Vodafone and Microsoft. Killin it.

This too. Jesus. I think I said in another thread that STB is a PE giant, but look at this shit. This combined with Dell... jesus.

Don't forget Office Depot/Office Max. Monster year for them.

[thesealocust]

Simpson got Vodafone and Microsoft. Killin it.

This too. Jesus. I think I said in another thread that STB is a PE giant, but look at this shit. This combined with Dell... jesus.

Didn't STB also do the Facebook IPO and the recent comically large Apple bond offering?