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t o p t r a n s a c t i o n s l aw y e r s 2 0 1 0

www.americanlawyer.com April 2010

As 2008’s nightmare became 2009’s bleak new reality, lawyers navigated frozen credit markets

and made plenty of trips to bankruptcy court.

dealmakers of the yearCall it the year of living governmentally. As was the case a year ago, our latest Dealmak-ers of the Year mostly worked with failing companies in sectors kept alive by federal IV drips. First among them is the auto industry. The Delphi bankruptcy is the subject of our cover story; elsewhere we discuss General Motors, Ford, Chrysler, and the Obama administration’s auto task force. The financial services industry is represented too, in the form of fallout from the commercial real estate and securitization bubbles and wreckage from the credit default swap debacle. Section 363 has a starring role, as do debtor-in-possession bankruptcy arrangements and assertive creditors committees.

This was often grim work: liquidating assets, eliminating product lines, and renegotiating union benefit packages, under the gaze of an impatient nation. But it was also crucial work: As the economy careened toward a crash landing, our dealmakers tried to soften the blow.

Photographs By Paul Godwin

Reprinted with permission from the April 2010 edition of THE AMERICAN LAWYER © 2010 ALM Media Properties, LLC. All rights reserved. Further duplication without permission is prohibited. For information, contact 877-257-3382 or reprints@alm.com. # 001-04-10-04

al ison ressler Sullivan & Cromwell

By Ben Hallman

m e r g e r s a n d a c q u i s i t i o n s

deal in br i ef BlackRock/BGI

Value $15.2 billion

announced June 2009 (completed December 2009)

SulliVan’S Role Counsel to target

acquiRoR’S counSel Skadden

Like many of her peers, Sullivan & Cromwell’s Alison Ressler began 2009 working for a financial institution in crisis. British regulators were taking a close look at the capital position of Barclays PLC, which hired Ressler to help it sell iShares, an ex-change-traded-funds unit of Barclays Global Inves-tors (BGI), to boost its assets.

Here’s where the script departs from what had become the new financial institution M&A norm. Instead of arranging a hasty sale and moving on, Ressler began a marathon of negotiations, first for iShares, and then for all of BGI, as her client’s pri-orities shifted from shoring up capital to making the best long-term business deal.

Beginning in late February, Ressler kept pace with simultaneous negotiations with multiple bid-ders. On April 10 Barclays agreed to sell iShares to CVC Capital Partners Limited for $4.4 billion. Just days before the signing, however, U.K. regula-tors gave Barclays a clean bill of health. No longer worried about raising emergency capital, Barclays wondered if it could do better.

During negotiations with CVC, Ressler had won an important concession: Barclays had 45 business days to look for a better offer, a process known as a “go-shop” period. The lawyers began evaluating the best structure for a deal for all of BGI. Meanwhile, they were also crafting a 1,000-page document for the original sale to CVC. Employees at iShares were in some instances so closely integrated into BGI that it was nearly im-possible to separate them out.

On June 11 BlackRock, Inc., agreed to buy BGI for $13.5 billion in a deal that allowed Barclays to retain a 20 percent interest. For Ressler, it was the deal of a lifetime. “I’ve been doing deals for 27 years,” she says, “and have never had one that was as complicated, and that involved so many people.”

E-mail: bhallman@alm.com.

the 45-day difference

Seldom has a go-shop provision been as pivotal as it was

in the BlackRock–BGI deal.