California firms see high deals

Worldwide mergers and acquisitions totaled $3.6 trillion in 2017 with 49,448 deals announced. This reflects the strongest year of M&A activity by number of deals, since Thomson Reuters Corp. started tracking it in 1980. California companies were involved in 18.3 percent of the deals announced in the United States.

Three of the top 15 deals announced globally, by dollar value, involved entities based in California including the largest deals in the high technology and semiconductor industry, the media and entertainment sector and the energy business.

Two of the largest transactions announced involved unsolicited offers, but that doesn’t necessarily mean an increase in the number of hostile takeovers, legal experts say.

Here is a compilation of the top 10 deals involving California companies using data from Thomson Reuters Corp. Thomson Reuters has its own methodology of how it values deals. All of the M&A values it provides are based on the cost to acquire the target, not the combined value of the target and acquirer. Thomson Reuters uses the information available based on the press release and the latest available financials and filings prior to the deal if applicable. This includes the share price offered, structure and considerations of the deal.

#1 Broadcom Ltd. to buy Qualcomm Inc.

Estimated value: $128.55 billion

Closing date: intended

Broadcom counsel: Latham & Watkins LLP; Wachtell, Lipton, Rosen & Katz

Qualcomm counsel: Paul, Weiss, Rifkind, Wharton & Garrison LLP

The board of directors of Qualcomm Inc., a San Diego-based technology provider, unanimously rejected a $130 billion offer to sell the company to Broadcom Ltd., a semiconductor device supplier. The offer would have resulted in one of the largest deals on record, if it closed. The companies did not seal a deal last year, but there might be some new developments in 2018.

Qualcomm will hold its annual stockholders meeting on March 6 where the shareholders will vote on nominees for the company’s 11-member board of directors.

Broadcom announced plans to nominate 11 new independent members to the Qualcomm board. Eleven days later, the Qualcomm board announced it would not nominate any Broadcom candidates. Instead, Qualcomm said it is nominating its incumbent directors for re-election.

“Broadcom announced they were going to nominate a slate of directors to the Qualcomm board and presumably what would happen is that those directors would be more favorable to a deal with Qualcomm,” said Adam Badawi, a UC Berkeley School of Law professor who specializes in legal issues related to corporate finance and corporate governance. “The target audience here is the shareholder base of Qualcomm. Presumably what the shareholders of Qualcomm care about is getting a deal done if the price is right.”

There are risks regardless of how the Qualcomm shareholders vote, Badawi said.

“If they vote in favor of the Broadcom directors, they might think that would cement a deal,” Badawi said. “But the new directors would owe fiduciary duties to the Qualcomm shareholders and that could lead them to drive a hard bargain or even to say no.”

This attempt to persuade shareholders to come together and get enough shareholder proxies to win a corporate vote, known as a proxy fight, is often used when one company attempts to take over a target. The potential buyer might be able to persuade existing shareholders to vote out company management so it will be easier to take over.

“For some companies, a proxy fight is cost prohibitive to run, but that might not be the case for a company like Broadcom,” Badawi said. “A credible threat of a proxy fight would put some pressure on the existing board to make a deal, especially if it looks like Broadcom is going to win,” he added.

The proxies are the latest public developments since Broadcom announced its offer to pay about $70 in cash and stock for each Qualcomm share on Nov. 6. Qualcomm stockholders would have received $60 in cash and about $10 worth of Broadcom shares for each Qualcomm share they held under terms of the offer. The offer was valued around $130 billion on a pro forma basis, including $25 billion of net debt, considering Qualcomm’s pending acquisition of NXP Semiconductors NV for $110 each NXP share.

Qualcomm’s pending acquisition of NXP Semiconductors NV could complicate the deal, Badawi said.

“I’d guess that it’s probably going to get hard for them to close the NXP between now and March if they’ve been having trouble,” he said. “But if they are able to, it would certainly complicate matters because it would change the nature of what Broadcom is buying and it might change it in a way that Broadcom doesn’t like.”

Qualcomm was one of less than half a dozen California companies to receive an unsolicited proposal in 2017 as compared with 22 in 2008.

“Hostile takeovers are relatively rare these days for a variety of reasons,” Badawi said. “I’d imagine there is a lot of communication between the two companies but little of that will be publicly disclosed and that’s what makes the end game a little hard to predict.”

The Paul Weiss team advising Qualcomm includes New York partners Scott Barshay, Steven Williams and David Klein.

The Latham & Watkins team was led by partners Christopher L. “Kit” Kaufman and Anthony J. Richmond in Menlo Park. Partners Daniel Wall in San Francisco and Joshua N. Holian, who splits time in San Francisco and Brussels, also negotiated aspects of the deal.

The New York-based Wachtell Lipton team included partners Martin Lipton, Adam O. Emmerich, David C. Karp and Ronald C. Chen.

#2 Walt Disney Co. to buy Twenty-First Century Fox

Estimated value: $66.669 billion

Closing date: pending

Disney counsel: Cravath, Swaine & Moore LLP

Twenty-First Century Fox counsel: Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates; Simpson Thacher & Bartlett LLP; Hogan Lovells

The Walt Disney Co. has agreed to buy Twenty-First Century Fox Inc., marking the sixth largest deal of all time in the media and entertainment industry, according to data from Thomson Reuters. This is the third consecutive year with over 3,000 deals in the sector and the fourth straight year the media and entertainment industry also surpassed more than $200 billion worth of deals.

Disney agreed to buy Twentieth Century Fox Film and Television studios, along with cable and international TV businesses, for about $52.4 billion worth of stock, subject to adjustment.

Fox Broadcasting network and stations, Fox News Channel, Fox Business Network, FS1, FS2 and Big Ten Network will be spun out from 21st Century Fox into a newly listed company before Disney buys the other assets.

21st Century Fox shareholders will receive 0.2745 Disney shares for each share of company stock they hold, subject to adjustment for certain tax liabilities, according to deal terms. The exchange ratio was set based on a 30-day volume weighted average price of Disney stock, according to a news release. Disney is expected to issue roughly 515 million new shares to 21st Century Fox shareholders, representing about a 25 percent stake in Disney on a pro forma basis, according to deal terms.

Disney will also assume close to $13.7 billion of 21st Century Fox’s net debt. The total deal value for the businesses Disney is buying, which includes consolidated assets along with a number of equity investments, is roughly $66.1 billion, based on the exchange ratio without adjustment.

Combining the businesses is expected to yield at least $2 billion in cost savings.

Disney will also buy FX Networks, National Geographic Partners, Fox Sports Regional Networks, Fox Networks Group International, Star India and Fox’s interests in Hulu, Endemol Shine Group, Sky PLC and Tata Sky.

Sky PLC is a pan-European satellite broadcasting, on-demand internet streaming medium, which serves nearly 23 million households in the U.K., Ireland, Germany, Austria and Italy. Fox will need to complete its planned acquisition of the 61 percent of Sky it doesn’t already own before its deal with Disney can close, according to a news release.

Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates is advising 21st Century Fox in the acquisition and the related pre-merger spinoff of certain news, sports and broadcast businesses.

Simpson Thacher & Bartlett LLP is advising 21st Century Fox in connection with the financing related to the spinoff of its news and sports businesses.

Hogan Lovells is also advising 21st Century Fox.

Weil, Gotshal & Manges LLP is advising Goldman Sachs in providing a bridge loan commitment of up to $9 billion in connection with the spinoff.

The spinoff transaction will be taxable to 21st Century Fox, but not to its shareholders. The newly separated Fox company is expected to pay 21st Century Fox an $8.5 billion cash dividend to cover tax liabilities before the spinout finalizes. The initial exchange ratio of 0.2745 Disney shares for each 21st Century Fox share was set based on those estimated tax liabilities. The exchange ratio will be adjusted immediately before the acquisition closes based on updated estimates of tax liabilities. Those adjustments could increase or decrease the exchange ratio, depending upon whether the final estimate is lower or higher than the initial estimate.

When the spinoff transaction closes, 21st Century Fox shareholders would receive one share of common stock in the newly spun-out company for each same class 21st Century Fox share held. After the separation, the spun-out company would maintain two classes of common stock.

The merger is subject to customary conditions, including regulatory and shareholder approval. The boards of directors of Disney and 21st Century Fox have approved the deal.

The Cravath team advising Disney is led by New York partners Faiza J. Saeed and Eric L. Schiele.

The Skadden team advising 21st Century Fox includes New York partners Howard Ellin and Brandon Van Dyke.

The New York-based Simpson Thacher team includes Patrick J. Ryan and Joseph H. Kaufman.

Ira S. Sheinfeld, resident in New York, is the lead Hogan Lovells partner on the deal. Partner Keith Flaum is also advising from Menlo Park, along with associate Gabriel Shapiro.

Partner Morgan Bale, resident in New York, is leading the Weil team advising Goldman Sachs.

#3 Sempra Energy Inc. to buy Energy Future Holdings Corp.

Estimated value: $18.8 billion

Closing date: pending

Sempra counsel: White & Case LLP

Energy Future Holdings counsel: Kirkland & Ellis LLP

San Diego-based Sempra Energy inked a deal to buy Energy Future Holdings Corp., the indirect owner of 80 percent of Oncor Electric Delivery Company LLC which operates one of the largest electric transmission and distribution systems in Texas.

Under deal terms, Sempra Energy will pay about $9.45 billion in cash to buy Energy Future and its ownership in Oncor. The deal has an $18.8 billion enterprise value, including the assumption of Oncor’s debt.

The deal is expected to help resolve Energy Future’s long-running bankruptcy case, according to a news release. The U.S. Bankruptcy Court approved Energy Future’s entry into the merger agreement with Sempra last fall.

The Kirkland team is led from Houston by partners Andrew Calder, John D. Pitts and Veronica T. Nunn. San Francisco partners Mark McKane and Michael P. Esser are assisting on aspects of the deal.

The White & Case team that is co-led by New York partners Gregory Pryor, Michael Deyong, Chris Shore and David Dreier along with Washington, D.C. partner Daniel Hagan and partners Thomas Lauria and Matthew C. Brown who spend time in Miami.

Cravath, Swaine & Moore LLP, led by New York partners Philip A. Gelston and Andrew W. Needham, is advising the independent manager of Energy Future Intermediate Holding Company LLC in connection with conflict matters from the Oncor disposition.

# 4 Intel Corp. to buy Mobileye N.V.

Estimated value: $14.964 billion

Closing date: Aug. 8

Intel counsel: Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

Mobileye counsel: Morrison & Foerster LLP

Intel Corp. agreed to buy Mobileye NV for $63.54 per share in cash, in a deal with an equity value of roughly $15.3 billion and an enterprise value of $14.7 billion.

The combination was expected to strengthen Intel as technology provider in the market for self-driving cars.

“I think this deal was pretty significant because it’s in a hot technology sector right now in the M&A space,” said Sonia K. Nijjar, one of the lead Skadden partners on the deal. “A lot of technology companies are investing in driverless cars.”

Morrison & Foerster LLP advised Mobileye, an Israeli technology company that develops self-driving computers and related machinery.

Attorneys had to work through many legal and business issues before the deal could close,

“Mobileye’s board was prepared to consider an acquisition proposal if it provided a preemptive cash offer for shareholders, stability for Mobileye’s personnel and business, and a high degree of certainty of consummation,” wrote James R. Tanenbaum, the lead Morrison & Foerster partner on the deal, in an email. “Intel was focused on continuity of Mobileye management and employees, and certainty of consummation.”

Attorneys had to structure the deal in a way that addressed all client concerns and in doing so, created a deal structure that had never been used before.

“In addition to the preemptive purchase price, the parties included a senior management tender and support agreement, a topping-up option, several novel representations and conditions in the purchase agreement, and an undertaking to obtain a ground-breaking Israeli tax ruling,” Tanenbaum said. “The most noteworthy innovation was the absence of any breakup or reverse breakup fee.”

Laws in multiple jurisdictions brought other challenges before the deal closed.

“Mobileye is a Dutch company, but it was under an Israeli tax structure and traded on the US market,” Nijjar said. “In each step of the transaction, we needed to satisfy all of the Dutch, Israeli and U.S. requirements — that was a really challenging aspect of the deal.”

“So, we had to come up with a solution for both jurisdictions while also keeping in mind U.S. securities laws,” she added.

Attorneys overcame the challenges by working together, Nijjar said.

“You need to get a baseline understanding of what the fundamental issues are, whether they are [intellectual property], tax, [human resources] or other issues, that we need to solve and may not be apparent at first instance,” Nijjar said. “Then really working together across practice groups and across offices to figure out what are the optimal solutions that you can come up with.”

The acquisition is the second largest M&A deal to close in 2017. Intel was expected to combine its Automated Driving Group with Mobileye. The combined group was expected to be headquartered in Israel and led by Amnon Shashua, Mobileye’s co-founder, chairman and chief technology officer.

“For those focused on cross-border M&A, this transaction is likely...to provide an important precedent,” Tanenbaum said.

Nijjar led the Skadden team along with Kenton J. King, also a Palo Alto partner.

Tanenbaum led the Morrison & Foerster team along with Enrico Granata and Anna T. Pinedo, partners in New York.

#5 Gilead Sciences Inc. to buy Kite Pharma Inc.

Estimated value: $11.074 billion

Closing date: Oct. 3

Gilead Sciences counsel: Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

Kite Pharma counsel: Sullivan & Cromwell LLP; Cooley LLP

Gilead Sciences Inc., a biopharmaceutical company headquartered in Foster City, bought Kite Pharma Inc. in a deal valued around $11.9 billion net to the seller in cash, without interest.

“A unique aspect of this deal was its historic nature,” wrote Alison S. Ressler, one of the lead Sullivan & Cromwell partners advising Kite, in an email. “The $11.9 billion acquisition is the largest amount ever paid for a pre-commercial biopharmaceutical company, and it is also Gilead’s largest acquisition.”

But attorneys had to work through legal issues before the deal could close.

Santa Monica-based Kite Pharma was a biopharmaceutical company aiming to develop cancer immunotherapies. The company focused on engineered cell therapies designed to boost the immune system’s ability to recognize and kill tumors. One of Kite’s products is Yescarta, an immunotherapy designed to use a person’s own T-cells against cancer.

Yescarta was close to getting approval from the U.S. Food and Drug Administration and Gilead was positioned to help Kite launch Yescarta commercially when that approval came through, Ressler said.

“The challenge was determining whether the parties could agree on valuation given the promise and risks inherent in buying a company with no revenues and a novel therapy not yet approved by the FDA,” she said. “Kite could not allow itself to be distracted at this inflection point in its history as it prepared for FDA approval and the launch of Yescarta. And an unsuccessful M&A process would destabilize the company and negatively impact its momentum, which was so critical to its success.”

Attorneys understood their clients’ objectives and, as a result, helped structure a process that met both parties’ objectives, Ressler said.

Gilead Sciences made the acquisition through Dodgers Merger Sub Inc., its wholly owned subsidiary, which held a tender offer to buy all outstanding Kite shares $180 each. Dodgers Merger Sub merged into Kite on the day Gilead Sciences announced it had successfully completed the tender offer. All outstanding shares of Kite common stock not presented in the tender offer were canceled and converted into the right to receive cash equal to the same per share consideration.

“By working collaboratively with the full teams on both sides, we helped Kite achieve a record-breaking sale and then close the transaction within five weeks of it being announced,” Ressler said. “The FDA’s approval of Yescarta was announced two weeks later, enabling commercial launch to be initiated with the support of Gilead’s resources and expertise. And the final price for Kite — $180 per share — was over 40 percent higher than the initial bid.”

Kite is now a wholly owned Gilead subsidiary and no longer listed for trading on Nasdaq.

“It was very rewarding to help guide our client through a sale that will make this life-saving treatment available to more patients,” Ressler said.

Ressler led the Sullivan & Cromwell team along with Eric M. Krautheimer, also a Los Angeles partner. Nader A. Mousavi, a partner who splits time between New York and Palo Alto, assisted.

Partners Stephen F. Arcano in New York and Graham Robinson in Boston were the lead Skadden lawyers.

#6 Mars Inc. to buy VCA Inc.

Estimated value: $8.902 billion

Closing date: Sept. 12

Mars counsel: Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates; Simpson Thacher & Bartlett LLP advising Mars in connection with the debt financing; McDermott Will & Emery LLP advising Mars in connection with antitrust issues

VCA counsel: Akin Gump Strauss Hauer & Feld LLP; Potter Anderson & Corroon LLP

Mars Inc., a global manufacturer of sweets, snack food products, pet foods and animal care services, bought VCA Inc. in $9.1 billion deal. The deal value included about $1.4 billion in outstanding debt, according to a news release.

VCA provides pet health care services. The company kept its Los Angeles headquarters when the deal closed.

Mars paid $93 for each outstanding VCA share. The total deal value represents a 41 percent premium over VCA’s 30-day volume-weighted average price a few days before the deal was announced.

VCA will join Mars Petcare as part of the deal. It will operate as a distinct and separate business unit within Mars Petcare, alongside Mars’ other veterinary services businesses: Banfield Pet Hospital, BluePearl and Pet Partners.

Bob Antin, a co-founder of VCA, is still leading the company as its CEO.

Simpson Thacher & Bartlett LLP advised Mars in connection with the debt financing for the deal while McDermott Will & Emery LLP handled antitrust matters regarding the acquisition.

The Skadden team includes New York partners Howard L. Ellin, Neil P. Stronski and June S. Dipchand.

C.N. Franklin Reddick III, a Los Angeles partner, led the Akin Gump team advising VCA, which included partners J. Kenneth Menges Jr. and Carlos M. Bermudez along with associate Kevin Tsai. The Potter Anderson team was led by partner Michael B. Tumas, chair of the firm in Wilmington, Delaware. The Simpson Thacher team advising Mars includes New York partners Jennifer L. Hobbs and Richard A. Fenyes. William Diaz, an Irvine partner, led the McDermott team.

#7 Invitation Homes Inc. to buy Starwood Waypoint Homes

Estimated value: $8.237 billlion

Closing date: Nov. 16

Invitation Homes counsel: Simpson Thacher & Bartlett LLP

Starwood Waypoint Homes counsel: Sidley Austin LLP

Invitation Homes Inc., which owns and operates single-family rental homes throughout the country, announced plans to merge with one of its competitors, Starwood Waypoint Homes, a publicly traded company that offered similar services.

Starwood Waypoint Homes, formerly known as Colony Starwood Homes, formed when Colony American Homes and Starwood Waypoint Residential Trust merged in January 2016. Affiliates of Colony Capital LLC sold their ownership stake in the company when that deal closed.

Invitation Homes is owned by The Blackstone Group LP, a private equity, alternative asset management and financial services.

Bringing these competitors together brought challenges.

“Starwood Waypoint and Invitation Homes both realized that there would be enormous cost synergies by combining the two companies,” said Michael A. Gordon, one of the lead Sidley partners on the deal. “The deal involved the creation of the largest [real estate investment trust] in the single family rental home industry through the combination of three companies that were originally sponsored by the three largest and most successful private equity firms in the real estate space, Starwood Capital, Blackstone and Colony Capital.

“Starwood, Blackstone and Colony are all leaders in their sector and routinely compete against each other for opportunities.”

Attorneys worked together to find a way to get these opposing forces to work together.

The parties announced all-stock deal that would create a $11 billion U.S. single-family rental company. Each Starwood Waypoint Homes share will be converted into 1.614 Invitation Homes shares, based on a fixed exchange ratio, under deal terms.

The deal closed less than five months after it was announced. The combination resulted in one of the largest single-family rental companies in the country with a portfolio of roughly 82,000 homes. The company has more than 3,700 properties in California, according to its website.

“The key in this case was to avoid conflict and focus the parties on resolving issues in a manner that all the clients could support,” Gordon said.

Gordon, a partner who splits time between Chicago and New York, led the Sidley deal team along with Jason Friedhoff, a New York partner.

The Simpson Thacher team, led from New York, included partners Brian M. Stadler and Patrick J. Naughton.

#8 Digital Realty Trust Inc. to buy DuPont Fabros Tech Inc.

Estimated value: $7.282 billion

Closing date: Sept. 14

Digital Realty counsel: Latham & Watkins LLP

DuPont Fabros counsel: Hogan Lovells

Digital Realty Trust Inc., a global provider of data center, co-location and interconnection solutions, closed its all-stock merger with DuPont Fabros Technology Inc., which owns, develops, operates and manages multi-tenant data centers.

DuPont Fabros shareholders were expected to receive a fixed exchange ratio of 0.545 Digital Realty shares per DuPont Fabros share, under terms when the deal was first announced. This exchange ratio gave the deal total enterprise value of about $7.6 billion, including $1.6 billion of assumed debt and excluding transaction costs.

The final transaction value was around $7.8 billion, the companies said in a joint news release that announced the deal closing.

Adding DuPont Fabros’ data center portfolio enhances the combined company’s ability to serve its customers in the top U.S. data center metro areas and the merger provides customer and geographic diversification for DuPont Fabros shareholders, according to a news release.

Lee E. Berner, Stuart A. Barr, Paul D. Manca and Leslie “Les” B. Reese III, all partners Washington, D.C., led the Hogan Lovells team.

#9 Evergood 5 AS to buy Nets A/S

Estimated value: $6.372 billion

Closing date: pending

Evergood counsel: Freshfields Bruckhaus Deringer LLP; Kromann Reumert and Thommessen; Latham & Watkins LLP is advising Evergood on financing matters

Nets counsel: Gorrissen Federspiel

Hellman & Friedman LLC, a San Francisco-based private equity firm, is leading a consortium that presented a roughly $5.3 billion takeover bid to buy Denmark’s Nets A/S.

Evergood 5 AS, a newly formed company controlled by funds managed and advised by Hellman & Friedman, agreed to pay 165 Danish Krone for each Nets share in cash. The deal is worth close to 33.1 billion Danish Krone.

Other minority co-investors in Evergood include Singapore wealth fund GIC Pte Ltd. along with funds managed by Advent International Corp. and Bain Capital Ltd.

Shareholders representing nearly 46.6 of Nets’ share capital have agreed to accept the offer, according to a news release.

Nets provides services to help merchants with digital payments. Payment solutions including credit and debit card services along with assistance for different types of accounts are some of Nets’ offerings.

Nets will not be listed on Nasdaq Copenhagen after the deal closes. Evergood said it will aim to further develop Nets as a private company.

The Freshfields team was led by London partners David Higgins, Tim Wilmot and Andrew Hutchings.

#10 Marvell Technology Group Ltd. to buy of Cavium Inc.

Estimated value: $6.350 billion

Closing date: pending

Marvell counsel: Hogan Lovells

Cavium counsel: Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

Marvell Technology Group Ltd. is buying Cavium Inc., a San Jose-headquartered developer of infrastructure solutions, in a roughly $6 billion deal.

Attorneys are now working to close the deal.

Any business combination involving two public companies with global operations is going to present interesting challenges, said Richard E. Climan, the lead Hogan Lovells partner on the deal in an email.

“This one has been particularly challenging because of its complexity — the deal requires approval of both parties’ shareholders; the merger consideration consists of both cash and Marvell shares; and Marvell will be obtaining debt financing to complete the deal,” Climan said. “Given the multifaceted nature of the transaction, we had to assemble a huge team of Hogan Lovells lawyers from around the world in the M&A, securities, intellectual property, debt financing, employment and regulatory areas.”

The boards of directors of both companies have approved the deal terms under which Marvell agreed to buy each outstanding share of Cavium common stock for $40 each and 2.1757 Marvell common shares.

“We’ve gotten through the tough stage of diligence and negotiation and filing,” said Michael J. Mies, one of the lead partners on the Skadden team. “So now we’re going through the typical pre-closing stuff with registration statements and proxy filings.”

Marvell, a producer of storage, communications and consumer semiconductor products, is headquartered in Bermuda.

“I think the most significant legal issue is the fact that Marvell is actually not a U.S. company,” Mies said. “Therefore, we had to negotiate and discuss the impact of the potential [Committee on Foreign Investment in the United States] filings necessary to get a transaction completed.

“Recently it’s been very difficult for deals, especially semiconductor deals, to get through CFIUS in a timely manner.”

Sullivan & Cromwell LLP is advising Goldman Sachs & Co. LLC as financial adviser to Marvell.

Davis Polk & Wardwell LLP is advising J.P. Morgan Securities LLC as Cavium’s financial adviser.

The deal is not subject to a financing condition. It is expected to close in the middle of 2018 if customary closing conditions, including shareholder approval are satisfied.

“The good news is that counsel and advisers on both sides worked hard to overcome any of those issues,” Mies said. “There’s a willingness of the executives on both sides to work together to get the deal done.”

Mies is leading the Skadden team from Palo Alto along with partners Kenton J. King, Michael J. and Nathan W. Giesselman. Partner K. Kristine Dunn is also handling parts of the deal from Los Angeles.

Climan, a Menlo Park partner, is supported by other Hogan Lovells partners including Christopher R. Moore, Jane Ross and Michael T. Frank. John P. Brockland, a San Francisco partner, is negotiating aspects of the deal along with Los Angeles partner Stacey L. Rosenberg.

Alison S. Ressler is the lead Sullivan & Cromwell partner handling the deal.

The Menlo Park-based Davis Polk team includes partner Alan F. Denenberg.