Deals // Verdicts // Settlements

Big Deals

Mayer Brown represented TransCanada Corp. in its $2.8 billion acquisition of all outstanding membership interests of KeySpan-Ravenswood LLC that directly own or control an electric power plant in Queens, N.Y., from National Grid plc. The plant provides more than 20 percent of New York City’s electricity.

Corporate and securities partner Marc F. Sperber led the Mayer Brown team, which included D. Michael Murray and Nina L. Flax, also from corporate and securities; Robert E. Gordon and Jade E. Newburn, from real estate; Stuart M. Rozen and Sean T. Scott, from restructuring, bankruptcy and insolvency; James R. Barry and Robert A. Kelman, from tax; Ralph P. Dudziak, Daniel P. Whitmore, and Andrzej R. Niekrasz, from banking and finance; and Debra B. Hoffman and Edward A. Pionke, from employee benefits.

Kirkland & Ellis advised ConAgra on the sale of its commodity trading and distribution business, which merchandises and distributes grains and fertilizer, and trades agricultural and energy commodities, to hedge fund Ospraie for $2.1 billion. Ospraie’s private equity unit will pay ConAgra $1.6 billion in cash and $525 million of debt securities for the business.

Partner Michael Timmers led the Kirkland team for ConAgra, which included corporate partners Jody Gale, Christopher Butler, and Jeff Richards, and associate Steve Toth; environmental partner Walt Lohmann; employee benefits partner Alexandra Mihalas and associate Dominic DeMatties; real estate partner John Caruso; tax partner Jeff Sheffield and associate Mike Carew; labor and employment partner Tim Stephenson; derivatives partner Maureen Donley and associates Rachel Kaplan and William Bestani; and energy partner Elaine Walsh.

Reed Smith partners Daniel J. Slattery, and Cynthia Jared; and analyst Lynn Nichols were part of a team advising the two lenders on a $188 million transaction involving a subsidiary of Prime Group Realty Trust and its financing of the renovation of the IBM Building.

The financing package was used to retire the existing debt on the property and to provide additional financing for tenant improvements, leasing commissions, and capital expenditures for the renovation.

Winston & Strawn represented Discover Financial Services in its pending $165 million acquisition of Diners Club International, which operates in 185 countries and has a spend volume of more than $30 billion.

Corporate partner Terrence Brady lead the Winston & Strawn team, which included attorneys from five of Winston & Strawn’s 11 offices. Other partners on the deal included: Zoe Ashcroft, Christine Edwards, Paul Pilecki (corporate); Roger Lucas (tax); Barbara Hart, Cardelle Spangler (labor and employment); Michael Sibarium (litigation); Virginia Richard (intellectual property); and Andrew Wang (employee benefits and executive compensation).

Verdicts

A Livingston County jury awarded $14.6 million to a woman who lost part of her leg while working as a flagger on a highway construction site in September 2002.

Bobbi Jo Craver, then 31, was holding a sign to control traffic on Interstate 55 near Pontiac, when a concrete cutter with a nine-foot wheel climbed out of its trench and went out of control; the machine ran over Craver and severed her right leg below the knee. The operator had pressed the emergency-stop button to shut down the cutter, but a construction company employee had rigged a component in the engine so that the emergency-stop button was rendered useless.

Craver was represented by Robert J. Napleton of Napleton & Motherway. The defendant was represented by Charles D. Knell and Terrance M. Nofsinger of Knell & Kelly of Peoria.

John Kirkton, editor of the Jury Verdict Reporter, said this is the highest verdict ever recorded in Livington County.

Seyfarth Shaw recovered $11.3 million for their client, Michael P. Bryan, in litigation arising out of the sale of American Administrative Group, Inc., by Bryan to The Parker Group, Inc.

In this post-acquisition dispute, Parker Group filed a declaratory judgment seeking to avoid paying a substantial portion of the additional purchase price owed to Bryan under the terms of a stock purchase agreement. Parker Group sought to justify this reduction on a post-closing adjustment to the ”normalized EBITDA” (earnings before interest, taxes, depreciation and amortization) of one of the entities that had been acquired, and alleged this was warranted by a difference in the company’s actual versus audited financial results.

Bryan filed counterclaims charging that Parker Group’s attempt to ”adjust” away a significant portion of the purchase price was factually insupportable, and sought payment of the full amount of the additional purchase price, plus default interest.

The U.S. District Court for the Northern District of Texas entered summary judgment in favor of Bryan, rejecting Parker Group’s attempt to decrease the Additional Purchase Price, and the U.S. Court of Appeals for the Fifth Circuit unanimously affirmed.

Shawn Wood and Allan Reich led the Seyfarth Shaw team, which included associates David Countiss and Molly Joyce, and senior paralegal Clarize Ditching.

Settlements

A former deckhand who lost part of his right leg in an accident on the Chicago River has received a $4.5 million settlement.

James Talbot, 24 at the time of the accident, was trying to attach an empty barge already in tow to another empty barge at 1 a.m. in September 2004.

When he stepped from one to the other, he slipped on some gravel and his leg was crushed between the two barges. Talbot argued that the defendant was negligent due to the absence of adequate lighting, failing to paint the deck edges in contrasting colors, the presence of loose gravel, improper training, and a lack of adequate supervision.

Talbot was represented by John J. Perconti and Rick J. Wittmer of Levin & Perconti and David K. Kremin of David K. Kremin & Associates. The defendant was represented by John A. O’Donnell of Belgrade and O’Donnell and Robert A. Carson of Gould & Ratner.

Jury Verdict Reporter’s Kirkton said this is the highest award stemming from a lawsuit filed under the Jones Act.

— Robert Yates