A gaggle of heavyweights dominated the Bristol-Myers Squibb/Celgene/Amgen deal that helped close out the summer in M&A.  

Thousand Oaks, California, based multinational biopharmaceutical giant Amgen agreed last week to purchase psoriasis pill Otezla from Summit, New Jersey, biotech firm Celgene for $13.4 billion. Celgene's divestiture of the product was mandated to avoid an antitrust obstacle that came up during Bristol-Myers Squibb's announced acquisition of Celgene in January for $74 billion ($95 billion including debt) in what is one of the largest pharma acquisitions ever.  

Wachtell, Lipton, Rosen & Katz and Kirkland & Ellis reprised their roles from the January acquisition announcement, advising Celgene and Bristol-Myers, respectively, while Sullivan & Cromwell represented Amgen. Baker Botts advised on antitrust issues for Celgene and Arnold & Porter Kaye Scholer did the same for Bristol Myers. 

Sullivan & Cromwell represented Amgen with team led by New York-based M&A partners Frank Aquila and Matt Hurd, executive compensation partner Heather Coleman, tax partner Ronald Creamer, IP partner Nader Mousavi, antitrust partners Renata Hesse and Michael Rosenthal (Brussels) and Paris-based M&A partner Olivier de Vilmorin. S&C has a long-term relationship with Amgen. The white shoe firm worked on a $10 billion merger with the pharma giant back in 2013. 

Kirkland's team for Bristol-Myers included transactional partners Daniel Wolf, Jonathan Davis, Ryan Brissette and David Fox; technology and IP transactions partner Lisa Samenfeld, tax partners Sara Zablotney and Dean Shulman and antitrust partner Matt Reilly.

Arnold Porter's team was led by antitrust group head Debbie Feinstein and life sciences and healthcare regulatory practice co-chair Dan Kracov.

The Wachtell team was led by corporate partners Steven Cohen, David Lam and Edward Lee. All three also worked on the January merger deal.

As mentioned, the sale of Otezla was part of the plan all along. Celgene told The Wall Street Journal that the "sale of Otezla to Amgen is contingent on a consent decree with the FTC and completion of the Celgene acquisition."

Shareholders were not so happy about the Bristol-Myers/Celgene deal when it was announced in January, and Bristol-Myers stock is down year over year. As of last Friday's market close, Bristol-Myers was down 10% while the overall S&P index was up 14% compared to last year, according to FactSet. The two companies had $38 billion in combined sales last year, according to The Wall Street Journal. 

Otezla alone accounted for $1.6 billion, and is under patent protection in the U.S. until 2028, according to Amgen.

It's been a busy year for Big Pharma. In January, Eli Lilly bought  Loxo Oncology for about $8 billion. In June, AbbVie said it would acquire Allergan PLC for $63 billion and in July, Pfizer announced it would merge its division of off-patent drugs with Mylan NV.

In other dealmaking news:

Apollo Global Management and Athene Holding/PK AirFinance (GE Capital Aviation Services)

The Greek Gods seem to be very interested in aviation finance. Apollo Global Management and Athene Holding have come to an agreement with GE Capital Aviation Services to purchase GE's PK AirFinance. The exact dollar amount of the deal was not disclosed, but according to a press release "$3.6 billion of PK AirFinance financing receivables that were held for sale in the second quarter of 2019 are being sold at a premium to book value in this transaction."

Kirkland & Ellis for Apollo Global Management, Athene did not respond to request for comment/Paul, Weiss, Rifkind, Wharton & Garrison and Clifford Chance for GE Capital Aviation Services (PK AirFrance)

Syncsort/Pitney Bowes Software Solutions

"Big Iron to Big Data." That's how data software company Syncsort markets itself. Pitney Bowes is mostly known for mail management equipment (postage meters and the like). But Pitney also has a product line that aligns nicely with Syncsort, and the check is in the mail as the latter has agreed to purchase the software solutions business of Pitney Bowes for $700 million in an all cash deal that creates one of the largest data software companies in the world. This is the Pearl River, New York,-based company's largest acquisition to date. 

Simpson, Thacher & Bartlett for Syncsort/Cravath, Swaine & Moore for Pitney Bowes

PDC Energy/SRC Energy

In a merger of acronyms, PDC Energy, which has a significant presence in the Colorado's Wattenberg field, has agreed to purchase Denver-based rival SRC Energy for $1.7 billion in an all-stock transaction. Under the terms of the agreement, SRC shareholders will receive a fixed exchange ratio of 0.158 PDC shares for each share of SRC common stock, which comes to an implied value of $3.99 per share, based on SRC's August 23rd stock price. PDC shareholders will own 62% of the combined company. 

Wachtell, Lipton, Rosen & Katz for PDC Energy/Akin Gump Strauss Hauer & Feld for SRC Energy

DIC Corp/BASF (pigments)

DIC, a Japanese printing ink maker, has agreed to purchase the pigments division of German chemical giant BASF for $1.7 billion. Via the acquisition, DIC will get better access to Europe, pearlescent pigments for cosmetics and better access to customers in the car industry, the company told Reuters. DIC said that the sales the division brings in will help it reach a company goal of 1 trillion yen ($9.5 billion) in sales by 2025. 

White & Case for DIC Corp/BASF declined to provide information on its legal counsel for the deal

Hilcorp Alaska/British Petroleum

British Petroleum (BP) has agreed to sell its entire upstream and midstream business in Alaska to Hilcorp Alaska, the Alaskan affiliate of Houston-based energy giant Hilcorp Energy Company, for $5.6 billion. The sale is part of a large BP plan to divest $10 billion in assets between 2010-2020, according to Legal Week.

Kirkland & Ellis for Hilcorp Alaska/Baker Botts for British Petroleum

Aimbridge Hospitality and Interstate Hotels

If you have traveled at all, odds are you have stayed in either an Aimbridge Hospitality or Interstate Hotels hotel. Now these two lodging giants are coming together to form a…lot of rooms. Plano, Texas, based Aimbridge, the largest independent hotel management company in the U.S., and Arington, Virginia, based Interstate Hotels have agreed to merge. Financial details of the merger were not disclosed, but the combined company will have presence in 49 of 50 U.S. states and 20 different countries. Aimbridge brings over 800 properties and 100,000 rooms to the equation, while Interstate has over 600 properties in 15 different countries. The new company will employ roughly 60,000 people.

Paul, Weiss, Rifkind, Wharton & Garrison for Interstate Hotels/Ropes & Gray for Aimbridge Hospitality

Blackstone Infrastructure Partners and GIC/Tallgrass Energy

Big week in Big Energy. Blackstone Infrastructure Partners has purchased the remaining shares that it didn't own of Tallgrass Energy (Blackstone purchased a controlling stake in Tallgrass for $3.3 billion earlier this year) for $19.50 a share in a deal that is estimated to be worth $5.5 billion, according to Bloomberg.  Affiliates of GIC, Singapore's sovereign wealth fund, will be a minority investor in the transaction.

Vinson & Elkins for Blackstone Infrastructure Partners/Sidley Austin for GIC/Baker Botts for Tallgrass Energy

Deal Watch is The American Lawyer's (mostly) weekly roundup of big-ticket and transformative deals and the law firms that guide them. Have a transaction you'd like us to consider? Email us at [email protected].

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