Dennis M. Twomey

In this week's Taxation With Representation, French electric utility Engie acquires UK Power Networks, Gilead Sciences Inc. buys clinical-stage biotechnology company Arcellx Inc., and The Brink's Co. acquires NCR Atleos in a deal that unites two major companies in the ATM business. Engie-UK Power Networks $14B Deal French electric utility Engie said Wednesday it has agreed to acquire UK Power Networks, a top British electricity distribution operator, from Hong Kong-based CK Group for an equity value of £10.5 billion (approximately $14.2 billion) and an enterprise value of £15.8 billion, which is about $21.3 billion. A Linklaters LLP team that advised CK Group included tax partner Chris Smale and managing associate Catherine Sam. Engie said in a statement Wednesday that the acquisition will bolster its footprint in the UK. The transaction is expected to be completed in mid-2026, subject to certain regulatory and shareholder approvals, Engie said. Gilead's $7.8B Arcellx Buy Biopharmaceuitcal company Gilead Sciences Inc. said Feb. 23 it has agreed to buy clinical-stage biotechnology company Arcellx Inc. as part of a deal valued at $7.8 billion. A Ropes & Gray LLP team advising Gilead included tax partners Benjamin Rogers and David Saltzman, while a Wilson Sonsini Goodrich & Rosati PC team representing Arcellx included tax partner Gregory Broome and associate Anjali Krishnan. Gilead said in a Feb. 23 statement it has agreed to acquire Arcellx for $115 per share in cash plus one contingent value right worth $5 per share, reflecting an implied equity value of $7.8 billion. The companies' boards of directors approved the transaction, which is expected to close in the second quarter of 2026, subject to regulatory approvals and other conditions, Gilead said. ATM Players' $6.6B Deal The Brink's Co. said Thursday it has agreed to acquire NCR Atleos in a cash-and-stock transaction valued at approximately $6.6 billion that combines two top financial technology infrastructure providers. A Sidley Austin LLP team steering Brink's included partners Suresh Advani and Christian Brause, counsel Eric Grosshandler and managing associate Patrick Gray advising on tax aspects. The transaction is expected to close in the first quarter of 2027, subject to certain conditions including regulatory and shareholder approvals, Brink's said in a statement Thursday.

Feb 27

2 min

Sidley successfully guided Anthelion Capital Holdings (formerly known as Cowen Sustainable Investments), through the acquisition of the Energy business unit, a provider of turnkey fleet-scale high-power charging solutions and software for commercial-grade electric vehicle fleets, of integrated electric bus and commercial vehicle power train manufacturer Proterra Inc. The acquisition was made pursuant to a Chapter 11 plan of reorganization confirmed by Judge Brendan L. Shannon on March 6, 2024 in the Chapter 11 bankruptcy cases of Proterra and its subsidiary in the United States Bankruptcy Court for the District of Delaware, and closed on March 13, 2024. Funds managed by Anthelion Capital served as Plan Sponsor for the confirmed Chapter 11 plan. Sidley also advised Anthelion Capital in Proterra’s bankruptcy cases with respect to its second-lien loan to Proterra in the approximate principal amount of US$177.2 million, plus certain interest, fees, premium amounts, and other amounts owed. Under Proterra’s confirmed Chapter 11 plan of reorganization, the full amount of Anthelion Capital’s loan allowed under the Chapter 11 plan, less the purchase price for the Energy business unit, was repaid in cash. The Sidley team was led by Thomas R. Califano, Dennis M. Twomey, and Jackson T. Garvey (all Restructuring); and John H. Butler (M&A and Private Equity); and included Elizabeth Shea Fries (Investment Funds); Rachel D. Kleinberg (Tax); Ram Burshtine (Global Finance); George J. Vlahakos (Energy and Infrastructure); John J. Kuster and Jon Muenz (both Commercial Litigation and Disputes); Maegan Quejada, Juliana Hoffman, and Amanda Rahie (all Restructuring); E. Kyle Barnett (Technology and Life Sciences Transactions); and Joshua J. Rim (M&A and Private Equity).~~Sidley successfully guided Anthelion Capital Holdings (formerly known as Cowen Sustainable Investments), through the acquisition of the Energy business unit, a provider of turnkey fleet-scale high-power charging solutions and software for commercial-grade electric vehicle fleets, of integrated electric bus and commercial vehicle power train manufacturer Proterra Inc. The acquisition was made pursuant to a Chapter 11 plan of reorganization confirmed by Judge Brendan L. Shannon on March 6, 2024 in the Chapter 11 bankruptcy cases of Proterra and its subsidiary in the United States Bankruptcy Court for the District of Delaware, and closed on March 13, 2024. Funds managed by Anthelion Capital served as Plan Sponsor for the confirmed Chapter 11 plan. Sidley also advised Anthelion Capital in Proterra’s bankruptcy cases with respect to its second-lien loan to Proterra in the approximate principal amount of US$177.2 million, plus certain interest, fees, premium amounts, and other amounts owed. Under Proterra’s confirmed Chapter 11 plan of reorganization, the full amount of Anthelion Capital’s loan allowed under the Chapter 11 plan, less the purchase price for the Energy business unit, was repaid in cash. The Sidley team was led by Thomas R. Califano, Dennis M. Twomey, and Jackson T. Garvey (all Restructuring); and John H. Butler (M&A and Private Equity); and included Elizabeth Shea Fries (Investment Funds); Rachel D. Kleinberg (Tax); Ram Burshtine (Global Finance); George J. Vlahakos (Energy and Infrastructure); John J. Kuster and Jon Muenz (both Commercial Litigation and Disputes); Maegan Quejada, Juliana Hoffman, and Amanda Rahie (all Restructuring); E. Kyle Barnett (Technology and Life Sciences Transactions); and Joshua J. Rim (M&A and Private Equity).

Apr 4

2 min

Pointing to an explosion of consumer class actions and a surge of contingency and premium-priced matters, Shook, Hardy & Bacon said it grew revenue 28.4% to nearly $643.4 million, while average profits per partner soared 57.4% to about $2.32 million. Revenue per lawyer also grew 24.1%, to $1.16 million, even amid a bump in firm headcount. Meanwhile, the firm’s net income grew a substantial 59.2%, to $309.2 million, while average comp for all partners surged 47.7%, to $1.4 million. The gains were also made as the firm slightly grew its equity and nonequity partnership tiers. The firm didn’t say how many hours it billed. But in an interview this week, firm chair Madeleine McDonough said it was a year of “tremendous client demand,” saying there were more hours billed in 2025 than 2024, as billing rates also grew between 7% and 9%. More than a third of the firm’s revenue (38%) came from alternative fee arrangements, and some of that includes matters where there are success or premium bonuses built in for achieving certain milestones. McDonough said they have found that clients appreciate when firms “also have skin in the game with them, and we like to do that wherever we can.” She also said they like to joke that “if there are 100 clients we’re negotiating with, we might have 100 different [billing] arrangements.” But the traditional contingency matters are in a separate bucket, she said. “We always have a pretty robust pipeline of potential contingency fee recoveries, but because they are inherently contingent, we never budget for them, so when they happen, they are quite a positive, and we have quite a few in the works right now,” McDonough said on Monday. She added, “That’s become, I would say, a more interesting and profitable piece of our overall portfolio. We really do like betting on ourselves, and so far it’s been a pretty profitable approach.” The firm’s leader noted that there’s been an “explosion” of consumer class actions in California in particular, and that’s affected the firm’s top and bottom lines, noting that Shook represents 23 of the top 25 automotive manufacturers. Meanwhile, tech clients, like Microsoft, and chemical and pharmaceutical companies are significant parts of the firm’s rolodex, she said. Shook has been able to more aggressively expand its client list over the last decade or two, while continuing to serve legacy clients that have been with the firm for generations, she said. “We have far less concentration issues than we did 10 years ago, or 20 years ago,” she said. Products liability, large-scale multidistrict litigation, antitrust and complex commercial litigation work in particular led to much of the firm’s gains in 2025. McDonough also called the firm’s complex litigation strategic counseling practice, which helps clients coordinate on mass torts, “transformative.” “They look at early planning for large-scale litigation, from really a strategic and discovery and technology perspective; use all sorts of AI and other approaches to managing large-scale litigation, and it’s really across industries,” she said. “So I would say that approach has been a really important piece of our portfolio.” She noted that the group’s hiring of John Rosenthal and Jamie Brown, plus the addition of Simone Jones as a partner to its class action and appellate litigation practice from Sidley Austin, are early key hires this year. McDonough also pointed to the notable additions last year of Holly Polgase, from Clyde & Co., and former U.S. Magistrate Judge Kimberly Priest Johnson in Boston in complex litigation and strategic counseling, respectively; Matt Ball in class actions in San Francisco, from K&L Gates; and trial attorney Kurt Weaver in Chicago, from Womble Bond Dickinson. She said the firm has multiple strategies on the lateral market, including looking for overlapping clients, industry depth and partners they’ve worked with in virtual law firm environments or otherwise. Also: “Sometimes we really just need more horsepower, because some of the litigations are so large,” she said. At a time when many firms are creating and increasing nonequity partners, while seeing declines in the equity ranks, Shook slightly grew both tiers last year, with equity increasing 1.1% to about 133.4 full-time equivalents, and nonequity partners increasing about 1.4%, to about 130. McDonough said the firm wants to grow in those areas, but they’re always looking at the qualities of those partners, and the overall numbers “never guided our decision-making on that.” McDonough said while there is nothing imminent, she is “always open to exploring” combinations, whether it’s acquiring smaller firms, merging with similar-sized firms or even getting interest from larger firms. She said that, especially in a competitive and increasingly expensive environment, they have to remain open-minded. “You have to look at growing in almost every way, whether it’s individuals, small practice groups, large practice groups, or even combinations,” McDonough said. The 2025 financial figures reported in this story are preliminary. Law.com will report finalized data for the Am Law 200 on The American Lawyer in April and May.

Mar 3

4 min

In this week's Taxation With Representation, French electric utility Engie acquires UK Power Networks, Gilead Sciences Inc. buys clinical-stage biotechnology company Arcellx Inc., and The Brink's Co. acquires NCR Atleos in a deal that unites two major companies in the ATM business. Engie-UK Power Networks $14B Deal French electric utility Engie said Wednesday it has agreed to acquire UK Power Networks, a top British electricity distribution operator, from Hong Kong-based CK Group for an equity value of £10.5 billion (approximately $14.2 billion) and an enterprise value of £15.8 billion, which is about $21.3 billion. A Linklaters LLP team that advised CK Group included tax partner Chris Smale and managing associate Catherine Sam. Engie said in a statement Wednesday that the acquisition will bolster its footprint in the UK. The transaction is expected to be completed in mid-2026, subject to certain regulatory and shareholder approvals, Engie said. Gilead's $7.8B Arcellx Buy Biopharmaceutical company Gilead Sciences Inc. said Feb. 23 it has agreed to buy clinical-stage biotechnology company Arcellx Inc. as part of a deal valued at $7.8 billion. A Ropes & Gray LLP team advising Gilead included tax partners Benjamin Rogers and David Saltzman, while a Wilson Sonsini Goodrich & Rosati PC team representing Arcellx included tax partner Gregory Broome and associate Anjali Krishnan. Gilead said in a Feb. 23 statement it has agreed to acquire Arcellx for $115 per share in cash plus one contingent value right worth $5 per share, reflecting an implied equity value of $7.8 billion. The companies' boards of directors approved the transaction, which is expected to close in the second quarter of 2026, subject to regulatory approvals and other conditions, Gilead said. ATM Players' $6.6B Deal The Brink's Co. said Thursday it has agreed to acquire NCR Atleos in a cash-and-stock transaction valued at approximately $6.6 billion that combines two top financial technology infrastructure providers. A Sidley Austin LLP team steering Brink's included partners Suresh Advani and Christian Brause, counsel Eric Grosshandler and managing associate Patrick Gray advising on tax aspects. The transaction is expected to close in the first quarter of 2027, subject to certain conditions including regulatory and shareholder approvals, Brink's said in a statement Thursday.

Feb 27

2 min

Nearly 50 partners across six Big Law firms helped steer the $110 billion deal confirmed on Friday between Paramount Skydance Corporation and Warner Bros. Discovery, according to lists of firm lawyers on the deal. Warner Bros., which accepted the offer from Paramount, initially indicated it would accept an offer from Netflix for the business that came in between $72 billion and $83 billion, but a campaign (and substantial financial investment) by the Ellison family eventually won out. Larry Ellison, the father of Skydance/Paramount head David Ellison, personally backed $40.4 billion of the offer. Bank of America and Citigroup are providing around $54 billion in debt financing, while several Middle East sovereign wealth funds (reportedly Saudi Arabia, Qatar and Abu Dhabi) also kicked in cash to reach the $110 billion mark. Cravath, Swaine and Moore was the lead counsel for Paramount, while Debevoise & Plimpton and Wachtell, Lipton, Rosen & Katz acted as co-counsel for Warner Bros. Latham & Watkins worked with the investment consortium on finance, and Cleary, Gottlieb, Steen & Hamilton advised the special committee to the board of directors for Paramount. Covington & Burling was regulatory counsel for Warner Bros. Several Big Law leaders and M&A rainmakers jumped in to see it through. That included Faiza Saeed, presiding partner at Cravath, working for Paramount, and Andrew Nussbaum, co-chair of Wachtell Lipton, working for Warner Bros. Top M&A partners and dealmakers at Latham, Debevoise and Covington also worked the deal. The Cravath team was comprised of partners Saeed, Daniel Cerqueira, Claudia Ricciardi, Alexander Greenberg and Minh Van Ngo on M&A matters; partners Andrew Pitts and C. Daniel Haaren on capital markets matters; partner George Zobitz on banking matters; partner Lauren Angelilli on tax matters; partner Jonathan Katz on executive compensation and benefits matters; partners Andrew Finch and Noah Joshua Phillips on antitrust matters; partners Kevin Orsini and Justin Clarke on litigation matters; and partner John W. White on corporate governance matters. Debevoise & Plimpton and Wachtell, Lipton, Rosen & Katz were co-counsel for Warner Bros. The Debevoise team was led by M&A partners Jonathan Levitsky, Erik Andrén, Gordon Moodie and Katherine Durnan Taylor, employee benefits and executive compensation partner Simone Hicks, IP and technology transactions partner Henry Lebowitz, capital markets partners Benjamin Pedersen and Matthew Kaplan, finance partners Ryan Rafferty and Ramya Tiller and tax partners Peter Schuur and Erin Cleary and includes M&A partners John Love and William Regner The Wachtell team was led by corporate partner and firm co-chair Andrew Nussbaum and corporate partners Karessa Cain, Hannah Clark and Jacob Pearlman. Deborah Paul handled tax, while firm co-chair William Savitt and partner Ryan McLeod handled litigation matters. Finance partner Gregory Pessin rounded out the partners working the deal. Latham worked with Paramount and an investor consortium on equity finance. The team was led by New York partner Ian Nussbaum, Chicago partner Max Schleusener, and Los Angeles partners Rick Offsay and Liliana Ranger. Cleary was led by partners Paul Shim and Kelsey Nussenfeld. The Covington team, as regulatory counsel for Warner Brothers, included Derek Ludwin (DC); Johan Ysewyn (Brussels); Ross Demain (DC); Melissa Van Schoorisse (Brussels); James Marshall (London); Nathan Wilkins (Brussels); Romain Girard (Brussels); Silvia Wu (DC); and Jaina Patel (DC). In all, there were at least six announced deals valued at more than $1 billion in the last week. Two of those were over the $5 billion range. There was at least one new SPAC merger and one new IPO tracked by Radar. There were at least nine debt offerings over $500 million tracked last week. Deals on the Radar The information regarding the deals below was derived exclusively from Law.com Radar. Engie SA has acquired UK Power Networks Holdings Ltd. (UKPN), an electricity distribution operator in the UK, from CK Infrastructure Holdings Ltd. for an equity value of approximately 10.5 billion pounds ($14.2 billion). The transaction, announced Feb. 25, is expected to close in mid-2026. France-based Engie was advised by a Herbert Smith Freehills team led by partners Caroline Rae, Silke Goldberg and Frédéric Bouvet. Counsel information for UKPN was not immediately available. The Brink’s Co., the security and armored truck company, has agreed to acquire ATM network NCR Atleos Corp. in a cash and stock transaction valued at approximately $6.6 billion. The transaction, announced Feb. 26, is expected to close in the first quarter of 2027. Richmond, Virginia-based Brink’s was advised by Sidley Austin New York-based partners Adam Cromie, David Grubman and George Hunter. NCR Atleos, which is based in Atlanta, was counseled by King & Spalding partners Robert J. Leclerc, Rahul Patel, Michelle Stewart and Keith M. Townsend. Latham & Watkins represented J.P. Morgan, acting as the financial advisor to NCR. The Latham & Watkins corporate team was led by partners Charles Ruck and Brian Umanoff. An investor consortium led by Affinius Capital, in partnership with Vista Hill Partners, has agreed to acquire Veris Residential, a Class A multifamily REIT, for an all-cash consideration of Veris common stock valued at an enterprise value of $3.4 billion. Affinius Capital and Vista Hill Partners were advised by Skadden, Arps, Slate, Meagher & Flom; Greenberg Traurig; and Simpson Thacher & Bartlett. Veris Residential, which is based in Jersey City, New Jersey, was counseled by Weil, Gotshal & Manges and Seyfarth Shaw. Fried, Frank, Harris, Shriver & Jacobson guided J.P. Morgan, acting as financial advisor to Veris. The Fried Frank team was led by M&A and private equity partners Philip Richter and Roy Tannenbaum. Goldman Sachs & Co., the lead arranger and underwriter on the bridge loan, was represented by Gibson, Dunn & Crutcher. Citigroup has agreed to sell 24 percent of its Mexico retail-banking unit to General Atlantic, Brazilian bank BTG Pactual and insurance giant Chubb, among others, for roughly $2.5 billion. The transaction, announced Feb. 24, is expected to close by the end of 2026. Sao Paulo-based BTG Pactual Bank was advised by Simpson Thacher & Bartlett partner Grenfel Calheiros. Counsel information for Citigroup, which is based in New York, was not immediately available. CECO Environmental Corp. and Thermon Group Holdings have agreed to merge for a stock and cash consideration valued at approximately $2.2 billion. The transaction, announced Feb. 24, is expected to close in mid-2026. Dallas-based CECO Environmental was advised by Gibson, Dunn & Crutcher. Thermon Group, which is based in San Marcos, Texas, was counseled by Sidley Austin. Fried, Frank, Harris, Shriver & Jacobson has guided Citi, acting as lead financial advisor to CECO. The Fried Frank team was led by M&A and private equity partners Philip Richter and Roy Tannenbaum. SPAC Mergers: IQM Finland Oy, a super conducting quantum computers designer and manufacturer, is going public via SPAC merger with Real Asset Acquisition Corp. As a result of the merger, IQM will be listed on one of the two leading U.S. stock exchanges with a post-transaction equity value of $450 million. Espoo, Finland-based IQM Finland was advised by Borenius and Cooley partners Eric Blanchard, Peter Byrne and Rita Sobral. Real Asset Acquisition Corp., which is based in Princeton, New Jersey, was counseled by Perkins Coie; Krogerus; and Conyers. IPOs: Guardian Metal Resources plc, an exploration-stage critical minerals company, announced that it has filed a registration statement with the U.S. Securities and Exchange Commission in connection with its proposed initial public offering of its American Depositary Shares. Guardian Metal was advised by Davis Polk & Wardwell partners Michael Kaplan and Connie Milonakis. BMO Capital Markets, which acted as the underwriter, was counseled by Skadden, Arps, Slate, Meagher & Flom partner Ryan Dzierniejko. Debt Offerings: OpenAI Group PBC has secured $110 billion after announcing the close of its funding round led by Amazon ($50 billion), NVIDIA ($30 billion) and SoftBank ($30 billion). San Francisco-based OpenAI was advised by a Wachtell, Lipton, Rosen & Katz team led by corporate partners Andrew J. Nussbaum and Mark F. Veblen. Counsel information for the lead investors was not immediately available. Bank of America announced a $7 billion aggregate principal senior notes offering. The lead manager, sole bookrunner and representative of the several underwriters were advised by Davis Polk & Wardwell partners Lucy Farr and Christopher Schell. Counsel information for Bank of America, which is based in Charlotte, North Carolina, was not immediately available. Infineon Technologies AG announced an aggregate 2 billion euros ($2.4 billion) in unsubordinated unsecured notes. Neubiberg, Germany-based Infineon Technologies was advised by Freshfields Bruckhaus Deringer partner Christoph Gleske. The Republic of Paraguay announced an aggregate $1.3 billion principal bond offering. The Republic of Paraguay was advised by Cleary Gottlieb Steen & Hamilton partners Matthew Brigham and Ignacio Lagos. Sunoco LP has announced an aggregate principal $1.2 billion senior notes offering. Philadelphia-based Sunoco LP was advised by a Vinson & Elkins team led by partners Jackson O'Maley, Ben Heriaud and David Stone. MetLife announced a $1 billion aggregate principal subordinated debenture. New York-based MetLife was advised by a Willkie Farr & Gallagher team led by partners John Schwolsky, Benjamin Nixon and Anne Barrett. The debentures come due in 2056. Matador Resources Co. announced a $750 million senior unsecured notes offering. Dallas-based Matador Resources Co. was advised by Baker Botts partners Preston Bernhisel, Stephen Marcus and Luke Weedon. The notes come due 2034. TPG Operating Group II LP, an indirect, wholly owned subsidiary of TPG Inc., announced a $500 million senior notes offering. TPG Operating Group II was advised by Weil, Gotshal & Manges. Wells Fargo Securities, BofA Securities, Morgan Stanley and Goldman Sachs Group, which acted as the underwriters, were counseled by a Davis Polk & Wardwell team including partners Stephen Byeff, Derek Dostal, Jack Orford, David Schnabel and Aliza Slansky. The senior notes come due 2031. Paul, Weiss, Rifkind, Wharton & Garrison has guided an ad hoc group of term loan lenders and bondholders in connection with Advantage Solutions Inc.'s $590 million aggregate principal senior secured notes offering. The Paul Weiss team included partners Lauren Bilzin, Joseph Glatt and Sung Pak.

Mar 2

7 min