The American Lawyer - February 2008

BIG
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Corporate finance: Jay Clayton and associates Nicholas Dumont and Glen Schleyer. Tax: associate Judith Fiorini. (All are in New York.) —D.M.

John Middleton

The king of cigarettes is moving into cigars. On December 11 Altria Group, Inc., closed a $2.9 billion acquisition of John Middleton, Inc., which makes Black & Mild cigars. The privately held company was expecting final sales of 1.2 billion cigars for 2007, giving it about 23 percent of the U.S. market for machine-rolled stogies. Altria announced the deal November 1. Middleton, which was owned by Bradford Holdings Inc., came with $700 million of tax benefits.

The deal is the latest in a series for Altria, which in March

2007 spun off its majority stake in Kraft Foods Inc., and on August 29 announced plans to spin off Lausanne, Switzerland–based Philip Morris International Inc., leaving Altria with Richmond-based Philip Morris USA Inc.

FOR ACQUIROR ALTRIA GROUP, INC. (NEW YORK) IN-HOUSE: At Philip Morris USA Inc.: general counsel Denise Keane, assistant general counsel C. Anthony Reale and W. Hildebrandt Surgner, Jr., and senior counsel David Wise. WACHTELL, LIPTON, ROSEN & KATZ: Corporate: Andrew Nussbaum, counsel Nancy Greenbaum, and associate Justin Rosenberg. Executive compensation and benefits: counsel Ian Levin. Nussbaum worked on the $19 billion acquisition of Nabisco Holdings Corp. in 2000 that Altria (then named Philip Morris Cos. Inc.)

WATCH ... OR TIMEPIECE?

THE DISTINCTION IS VALUE.

made through its Kraft Foods Inc. unit. He also handled Altria’s 2002 sale of its Miller Brewing Company unit to South African Breweries plc, which created SABMiller plc [Big Deals, August 2002]. HUNTON & WILLIAMS: Corporate: Louanna Heuhsen. Employee benefits and compensation: John Konther. Environmental: Brooks Smith. (Heuhsen and Smith are in Richmond; Konther is in New York.) Hunton has advised Philip Morris for decades. Altria in-house lawyer Surgner is a former Hunton associate. SUTHERLAND ASBILL & BRENNAN: Tax: Reginald “Reggie” Clark, Clifford Muller, counsel David Roby, Jr., and associate Jennifer Molnar. (All are in Washington, D.C., except for Clark, who is in Atlanta.) Sutherland is Altria’s regular outside tax counsel.

FOR SELLER BRADFORD HOLDINGS INC. (KING OF PRUSSIA, PENNS YLVANIA)

IN-HOUSE: General counsel

Selena Murtha.

COZEN O’CONNOR: Larry Laubach, David Petkun, and associates Gregory Cunningham and Leah Ricci. Tax: Dennis Cohen and Richard Silpe.

Executive compensation and employee benefits: Jay Dorsch and associate L. Stephen Bowers. Intellectual property: Camille Miller. Environmental: Douglas Frankenthaler. (All are in Philadelphia, other than Frankenthaler, who is in Cherry Hill, New Jersey.) Laubach brought the client with him when he joined Cozen from Philadelphia rival Schnader Harrison Segal & Lewis in 2002.