What do we do?
The Private Equity Transactions practice group represents private equity funds and institutional investors in a full range of transactional work involving both public and private companies, including "going private" transactions, acquisitions and dispositions of subsidiaries and divisions, purchases of businesses from entrepreneurs, sales of portfolio companies  between private equity firms, and transactions effected through bankruptcy.

The firm's clients include seven of the 25 so-called "mega fund" firms, which manage capital of more than $5 billion, and more than 20 "mid-market" firms that routinely do transactions in the $100 million to $1 billion range. Ropes & Gray is consistently recognized as a leader in Private Equity, which is substantiated by the number of high-stake transactions we handle.

• Represented Thomas H. Lee in its $928 million bid for CKE Restaurants, operator of the Carl's Jr. and Hardee's restaurant chains.  For a description of an associate's role in the transaction, click here.
• Represented Berkshire Partners, Advent International Corporation and Bain Capital in their $1.1 billion acquisition of SkillSoft PLC, a leading Software as a Service (SaaS) provider of on-demand e-learning and performance support solutions. For a description of an associate's role in the transaction, click here.
• Represented TPG Capital and the CPP Investment Board in their $5.2 billion acquisition of IMS Health Inc., a leading provider of market intelligence to the pharmaceutical and healthcare industries.  According to Bloomberg, the deal was the largest LBO of 2009.  For a description of an associate's role in the transaction, click here.
• Represented TPG and Goldman PIA in connection with their $28.1 billion sale of Alltel to Verizon Wireless. We were lead lawyers in advising the sellers in connection with their agreement to sell Alltel Communications, a leading wireless company, and structuring the sale of over $5.0 billion of high yield bridge loans from Alltel Communications' banks to Verizon Wireless.  Upon consummation of the transaction, Verizon Wireless became the largest wireless company in the United States.
• Represented Bare Escentuals, a portfolio company of Berkshire Partners, in its $1.7 billion sale to Shiseido, manufacturer and marketer of cosmetics, cosmetics equipment, and toiletries in Japan.  For a description of an associate's role in the transaction, click here.
• Represented Bain Capital in its $1.1 billion acquisition of Bellsystem24, the leading call center operator in Japan.  For a description of an associate's role in the transaction, click here.
• Ropes & Gray represented Kohlberg & Company in its $275 million take private acquisition of Centerplate, Inc., leading provider of food and related services including concessions, catering and merchandise services in more than 130 sports facilities, convention centers and other entertainment venues throughout the U.S. and Canada.  For a description of an associate's role in the transaction, click here.
• Represented Bain Capital in its multi-million dollar acquisition of Higa Industries Co. Ltd., operator of 179 franchised Domino's Pizza stores in Japan
• Represented Avaya, a portfolio company of Silver Lake Partners and TPG, in its $915 million acquisition of Nortel's enterprise solutions business. Nortel has been under bankruptcy protection since January 2009 and has been trying to sell its main assets since then.
• Represented Thomas H. Lee and Bain Capital as lead investors in their $24 billion acquisition of Clear Channel Communications.  The acquisition of Clear Channel took over 20 months to complete, was renegotiated several times, involved a novel "public equity stub" structure, and is the largest post-credit crunch PE deal to have closed.
• Represented Bain Capital in its proposed $2.15 billion acquisition of Lehman Brothers Holdings asset-management business. Bain Capital proposed to partner with Hellman & Friedman to purchase the Neuberger Berman business which had been among the biggest business units of Lehman, which filed for bankruptcy in September 2008 and had been selling major businesses since that time.
• Represented Bain Capital and The Blackstone Group in their $3.5 billion acquisition of the Weather Channel. This transaction was especially complex because Bain and Blackstone partnered with NBC Universal, a strategic investor that had different long-term objectives for the investment. In addition, the transaction involved separating Weather Channel from a larger group of companies of which it was a part.
• Represented Bain Capital in its tender offer for Japanese based D&M Holdings — best known for its Denon, Marantz and Boston Acoustics audio components.  Ropes & Gray was the recipient of the Japan“Technology, Media and Telecommunications Deal of the Year” by Asian Legal Business Japan Law Awards 2009 for its role in the deal. The firm was also a finalist for “Deal of the Year.”
• Represented TPG Capital in its $1.3 billion acquisition of Canadian specialty pharmaceutical company, Axcan Pharma, Inc. Ropes & Gray tapped its life sciences expertise to assist TPG with its evaluation of the Axcan business, while the Ropes M&A and financing teams worked to negotiate the acquisition agreement and financing documents. This cross-border transaction was one of only six private equity backed deals over $1 billion to be announced in 2007 during the period of challenging financing markets following the credit crunch. The deal involved obtaining shareholder and court approval through a Canadian plan of arrangement process.
• Represented Bain Capital Partners and Chatterton Partners in their $3.2 billion acquisition of OSI Restaurant Partners. OSI's portfolio of brands consists of Outback Steakhouse, Carrabba's Italian Grill, Bonefish Grill, Fleming's Prime Steakhouse & Wine Bar, Roy's, Lee Roy Salmon's, Blue Coral Seafood & Spirits and Cheeseburger in Paradise restaurants with operations in 50 US states and 21 countries. For a description of an associate's role in the transaction, click here.
• Represented Bain Capital, Carlyle and TH Lee in the $2.4 billion leveraged buyout of Dunkin' Donuts. For a description of an associate's role in the transaction, click here.