Mega-Mall Merger Means Work for Many Firms Across the Globe

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The Westfield World Trade Center mall in downtown Manhattan[/caption] As online retailers put the pinch to traditional brick-and-mortar shops, Europe’s largest commercial landlord announced on Dec. 12 that it would acquire Australian mall owner and operator Westfield Corp. Ltd. in a roughly $25 billion deal that has yielded roles for more than a dozen outside law firms. Unibail-Rodamco SE has agreed to absorb Sydney-based Westfield in a $15.8 billion cash-and-stock deal that the acquirer expects will close in the first half of 2018. Shearman & Sterling and Clifford Chance are counseling Paris-based Unibail-Rodamco on the proposed transaction, along with other teams of lawyers from France’s Capstan Avocats and Darrois Villey Maillot Brochier, Dutch firm NautaDutilh and leading Australian firm Allens. Allen & Overy tax partner James Burton in London is working with Paris-based Lacourte Raquin Tatar and Rotterdam-based Loyens & Loeff in providing tax counsel to Unibail-Rodamco. Sullivan & Cromwell partners Olivier de Vilmorin and Stephen Kotran are representing Unibail-Rodamco’s financial advisers Deutsche Bank AG and The Goldman Sachs Group Inc. on the deal. Skadden, Arps, Slate, Meagher & Flom, King & Wood Mallesons, Greenberg Traurig and Debevoise & Plimpton have taken the lead for Westfield, with Australian firm Greenwoods & Herbert Smith Freehills providing tax advice on the transaction. Ilana Atlas, a former partner at King & Wood Mallesons predecessor Mallesons Stephen Jaques, serves as an independent member of the board of directors at Westfield, whose general counsel is Simon Tuxen. Westfield, which began in 1959 as shopping mall owner in the suburbs of Sydney, has since grown to own and operate 35 malls across the U.K. and United States, including the Westfield Garden State Plaza in New Jersey, Westfield Century City in Los Angeles and the Westfield World Trade Center in New York City’s financial district. King & Wood Mallesons, formed through a merger in 2012, has been a longtime outside legal adviser to the retail giant. Jason Watts, an M&A partner with the firm in Sydney, is leading a team advising Westfield on its proposed sale to Unibail-Rodamco working in tandem with Greenberg Traurig finance partner Michael Goldberg in London, where he joined his firm in January after leaving King & Wood Mallesons’ former European arm. Armand Grumberg, head of European M&A at Skadden in Paris, is working with veteran M&A partner Scott Simpson in Paris in leading a team from the firm representing Westfield that includes tax partners David Polster, Sarah Ralph, Nathan Giesselman and Thomas Perrot, as well as of counsel William Alexander and John Rayis. Skadden served as tax counsel to Westfield on its $1.64 billion sale in 2013 of three U.S. shopping centers to Starwood Capital Group. Debevoise, which also had a role on that transaction, represented Westfield in 2006 on its $550 million sale of eight regional shopping centers in the United States to Centro Properties Group and Somera Capital Management. In 2007, Debevoise advised Westfield on its $400 million purchase of two shopping centers in Miami, as well as the company's $1.4 billion sale of four shopping centers in St. Louis to CBL & Associates Properties Inc. (Skadden also worked for Westfield on the latter deal.) Westfield turned to Debevoise again in 2012 to advise the company on its joint venture with the Port Authority of New York and New Jersey as it agreed to pay $612.5 million for a 50 percent stake in a development located at the World Trade Center site in downtown Manhattan. Westfield subsequently paid another $800 million to purchase the remaining 50 percent stake in the retail property. Debevoise deputy corporate chair Nicole Levin Mesard and litigation partner Daniel Abuhoff are working with counsel Kyra Bromley and Serhat Krause on the current transaction. As a result of their proposed combination, Westfield and Unibail-Rodamco are hoping to reinvent themselves as a mall owner of the future as pressures continue to mount on the retail sector as a result of decreased foot traffic and the growth of online retails. (In June, Amazon.com Inc. agreed to pay $13.7 billion to buy Whole Foods Markets Inc.) Shearman & Sterling, which counts as a former associate Unibail-Rodamco’s chief financial officer and general counsel Jaap Tonckens, is advising the acquirer on its current bid for Westfield through M&A partners Clare O'Brien and John Marzulli, real estate partner Kris Ferranti and tax partner Laurence Crouch. Shearman & Sterling partners Lona Nallengara (who joined the firm earlier this year), John Cannon III, Jordan Altman, Laurence Levy, Sami Toutounji, Mei Lian and Trevor Ingram, as well as of counsel Steven Sherman, John Madden, Ekaterina Zaboussova-Celsa, Mark Adams, Sam Whitaker and Jason Pratt, are also working on the proposed merger. Clifford Chance is serving as finance counsel to Unibail-Rodamco through Paris-based partner Cedric Burford.