Ropes & Gray represents clients in transactions that have included some of the largest and most prominent mergers and acquisitions ever accomplished. We are widely recognized as a firm that can successfully and seamlessly guide clients through highly complex deals that range in size and industry. We represent many of the world's leading private equity funds, investment banks and public companies and their boards. Director’s and Boards 2008 Top Corporate Governance Law Firms ranked Ropes & Gray as one of the top 10 firms for Best in Dealing with General Corporate Governance Issues and top 10 firms for Best in Dealing with Board Level M&A Issues. Our deal expertise extends across a broad number of industries, including private equity, health care, technology, life sciences, financial services and retail and consumer brands.

Our combination of transaction experience and industry knowledge is a clear advantage. The synergies from our shared approach to client service are fully realized in transactions and allow us to provide pragmatic and comprehensive advice in both financial and strategic M&A activity. Our "one firm approach" enables us to build transactional teams that draw upon our significant expertise in a wide range of disciplines, including tax, intellectual property, securities, real estate, antitrust, labor and ERISA, environmental, bankruptcy, litigation, healthcare and financial services, among others. The 2009 edition of The Best Lawyers in America includes 108 Ropes & Gray attorneys from 37 different practice areas and Chambers USA: America's Leading Lawyers for Business 2008 notes 30 practice areas and 80 lawyers as leaders.

We have more than 150 corporate lawyers focused on our Chambers ranked M&A practice which includes more than 45 partners. Our practice was ranked number one in the U.S. in Leveraged Buyouts and Private Equity Law with eleven lawyers listed. Many of our attorneys are routinely recognized for their skill in M&A, and have been consistently recognized by publications such as Chambers, Private Equity Analyst, The American Lawyer and The Best Lawyers in America. Our lawyers across the United States, Japan and China, are adept at delivering world-class legal support on all transactions including cross-border deals and multi-jurisdictional deals.

Ropes & Gray has provided counsel on many exciting deals, including:

• Millipore. A $6 billion deal in the life sciences industry. Ropes & Gray represented Millipore Corp., a supplier of drug development equipment, in its $6 billion sale to Merck KGaA.
  
  
  
• Bare Escentuals. A $1.7 billion transaction in the retail and consumer brands industry. Ropes & Gray is representing Bare Escentuals, a portfolio company of private equity sponsor Berkshire Partners, in its $1.7 billion sale of Bare Escentuals, premium cosmetic company in the United States and a leader in the mineral-based cosmetic market to Shiseido Co.
  
  
  
• Airvana, Inc. A $540 million transaction in the communications and technology industries. Ropes & Gray is representing the Special Committee of Airvana, Inc., a leading provider of mobile broadband network infrastructure products , in its $540 million sale to a newly formed company to be owned by affiliates of S.A.C. Private Capital Group, LLC, GSO Capital Partners LP, Sankaty Advisors LLC and ZelnickMedia.
  
  
  
• Nortel Enterprise Solutions. A $915 million acquisition in the communications and technology industries. Ropes & Gray represented Avaya, a portfolio company of private equity sponsors Silver Lake Partners and TPG, in its $915 million acquisition of Nortel's enterprise solutions business.
  
  
  
• Green Mountain Coffee Roasters. A $290 million acquisition in the retail industry. Ropes & Gray is representing Green Mountain Coffee Roasters, which operates in the specialty coffee industry in the United States and internationally, in its $290 million acquisition of Diedrich Coffee, Inc. a company that specializes in sourcing, roasting and selling the world’s highest quality coffees.
  
  
  
• Bellsystems24. A $1.1 billion acquisition in the business services industry. Ropes & Gray is representing private equity sponsor Bain Capital in its $1.1 billion acquisition of Bellsystem24, the leading call center operator in Japan.
  
  
  
• IMS Health Inc. A $5.2 billion acquisition in the health care and technology industries. Ropes & Gray represented private equity sponsor 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 in 2009.
  
  
  
• Affiliated Computer Systems.  A $6.4 billion deal in the technology and business services industries. Ropes & Gray is representing the Special Committee of Affiliated Computer Services (ACS), the world's largest diversified business process outsourcing (BPO) firm, in its $6.4 billion (or $63.11 per share) sale to Xerox Corporation.BBN Technologies.  A $350 million deal in the technology industry. Ropes & Gray represented BBN Technologies, a privately-held world leader in research and development, and provider of critical solutions for national defense and security missions, in its $350 million sale to Raytheon Company.
  
  
  
• Neuberger Berman. A $2.15 billion deal in the financial services industry. Ropes & Gray represented private equity sponsor, 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 has been selling major businesses since that time.

• Clear Channel Communications. A $26 billion deal in the media and communications industry. Ropes & Gray represented private equity sponsors Thomas H. Lee and Bain Capital in the acquisition of Clear Channel Communications, the nation's largest radio company with more than 1,100 stations.

• ThermaCare. A deal (of an undisclosed value) in the life sciences and retail and consumer brand industries. Ropes & Gray represents Wyeth Consumer Healthcare, a division of Wyeth, in its acquisition of ThermaCare(R), a leading over-the-counter heat wrap, from Procter & Gamble. Through this deal, R&G is able to support Wyeth Consumer Healthcare's strategy to accelerate growth through innovation, organic geographic growth and strategic acquisitions in the division's base business.

• CitiStreet. A $900 million deal in the financial services industry. Ropes & Gray represented State Street Corporation in its $900 million sale of CitiStreet LLC, one of the premier retirement plan and benefit service and administration organizations in the US defined contribution marketplace, to ING Group. The combined operations make ING the third-largest defined contribution business in the US based on assets under management and assets under administration, and the second largest based on plan participants, with more than 14 million plan participants.

• Sirtris. A $720 million deal in the life sciences industry. Ropes & Gray represented Sirtris Pharmaceuticals in its sale to GlaxoSmithKline. Sirtris has focused on discovering and developing proprietary, orally available, small molecule drugs with the potential to treat diseases associated with aging, including metabolic diseases such as Type 2 Diabetes.

• Weather Channel. A multi-billion dollar deal in the media industry. Ropes & Gray represented private equity sponsors Bain Capital and The Blackstone Group in their 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.

• Accuro Healthcare Solutions. A $375 million deal in the healthcare industry. Ropes & Gray represented Accuro Healthcare Solutions in its sale to MedAssets, Inc. Accuro is a leading provider of revenue cycle management (RCM) solutions focused on delivering tangible financial improvement to hospitals and other healthcare providers.

• Bright Horizons. A $1.3 billion deal in the child care industry. Ropes & Gray represented private equity sponsor Bain Capital in the acquisition of Bright Horizons, the world's leading provider of employer-sponsored child care, early education, and worklife solutions, operating more than 600 early care and family centers in the United States, the United Kingdom, Ireland, and Canada.

• McLeodUSA Incorporated. A $557 million deal in the technology industry. Ropes & Gray represented McLeodUSA in its $557 million sale to Paetec Holding. The new combined company will operate 77 traditional voice-switching facilities. McLeodUSA currently has operations in 20 states, while Paetec has operations in 23 states and the District of Columbia.

• Michael's Stores. A $6 billion deal in the retail and consumer brands industry. Ropes & Gray represented private equity sponsors Bain Capital and The Blackstone Group in the acquisition of Michaels Stores, the leading arts and crafts retail chain.

• Avaya Inc. An $8.2 billion deal in the technology industry. Ropes & Gray represented private equity sponsors Silver Lake Partners and TPG Capital in their acquisition of Avaya, with about $5 billion in annual revenue, which provides equipment for Web-based telephone calls.

• IFMG Securities. An acquisition (undisclosed value) in the financial services industry. Ropes & Gray represented LPL Financial in its acquisition of IFMG Securities from SunLife. IFMG is a leader in providing banks, savings and loans, and credit unions nationwide with a portfolio of investment and insurance products. LPL is the nation's largest provider of third-party investment services to banks and credit unions and is the largest network of independent broker/dealers in the US., with more than 10,000 advisors nationwide.

• ViaCell Inc. A $300 million deal in the life sciences industry. Ropes & Gray represented ViaCell Inc., in its $300 million sale to PerkinElmer Inc. ViaCell is a biotech firm that develops new drug therapies from stem cells. They also market ViaCord which allows families to preserve newborn's umbilical cord blood for future medical use.

• United Surgical Partners International, Inc. A $1.8 billion deal in the healthcare industry. Ropes & Gray represented private equity sponsor, Welsh, Carson, Anderson & Stowe, in its acquisition of United Surgical Partners International, Inc. USPI, founded in 1998 by Donald Steen and Welsh Carson, manages short-stay surgical facilities. In 2001, Welsh Carson took the company public and now has interests in or operates 141 surgical facilities.

• Genzyme Corporation. A $584 million deal in the life sciences industry. Ropes & Gray represented Genzyme in its acquisition of Canadian biotechnology company AnorMED Inc., a developer of stem cell mobilization therapies for hematology, HIV and oncology treatments. This was the first ever hostile takeover bid by one biotechnology company for another, and R&G helped Genzyme strategize and launch the hostile takeover through an all-cash tender offer, successfully outbid Millennium Pharmaceuticals, and ultimately acquire AnorMED. 
    
  
• OSI Restaurant Partners. A $3.2 billion deal in the retail and consumer brands industry. Ropes & Gray represented private equity sponsors Bain Capital Partners and Catterton Partners in their acquisition of OSI Restaurant Partners. OSI's portfolio of brands includes 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 further information on our Mergers & Acquisitions practice group, please contact:

• Julie Jones
• Alfred Rose

Ropes & Gray serves our Corporate Clients across a spectrum of needs. Please click on the links below to learn more about our expertise.

• Complex Business Litigation
• Employee Benefits
• Intellectual Property
• Securities & Public Companies
• Tax

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