1 September 2011
by David Marcus
Capital One Financial Corporation agreed on June 16 to pay ING Groep N.V. $6.2 billion in cash and $2.8 billion in stock for ING Direct USA, the Dutch bank's U.S. online unit. The deal would make ING Capital One's largest shareholder with a 9.9 percent stake and would give ING a seat on the financial services company's board.
The European Commission required the sale in the fall of 2009 as a condition of the $14.2 billion in bailout money that ING received from the Dutch government in the 2008 financial crisis.
The parties hope to close the deal late this year or early next pending regulatory approvals in the United States and the Netherlands. Neither company's shareholders get to vote on the deal.
For buyer Capital One Financial Corporation (McLean, Virginia)
In-House: General counsel John Finneran, chief counsel–transactions Shahin Rezai, chief counsel–card, regulatory, and enterprise governance Andres "Andy" Navarette, senior associate general counsel–transactions Kathryn Hu, and associate general counsel–transactions Sharon Johnson.
Wachtell, Lipton, Rosen & Katz: Corporate: Matthew Guest, Edward Herlihy, Lawrence Makow, and associates James Gilmartin, C. Derek Liu, Brandon Price, and Justin Rosenberg. Regulatory: Richard Kim. Antitrust: David Neill. Executive compensation and benefits: David Kahan and associate D. Miishe Addy. Tax: Joshua Holmes and associate Michael Sabbah. (All are in New York.) Wachtell advised Hibernia Corporation on its $5.4 billion sale to Capital One in 2005 and North Fork Bancorporation, Inc., on its $14.6 billion sale to Capital One the next year. The law firm then represented Capital One on its $520 million purchase of Chevy Chase Bank, F.S.B., in 2008. Wachtell also represented Capital One on its $2.6 billion agreement to acquire HSBC Holdings plc's U.S. credit card business, a deal announced on August 10.
Mayer Brown: Corporate: Andrew Noreuil, Jodi Simala, Frederick Thomas, and associates Jennifer Rhein, Lei Shen, and Bradley West. Finance: Chadwick "Chad" Hoyt, Jon Van Gorp, and associates Amanda Baker and Chae Yi. Financial services regulatory and enforcement: Scott Anenberg, Jerome Roche, Jeffrey Taft, and associate Donald Waack. Intellectual property: Richard Assmus, A. John Mancini, and associate Allison Levine. Tax: Tricia Buhrfiend. Employment and benefits: Debra Hoffman and associates Katherine Dean and Ryan Liebl. Real estate: Frank Arado and associate Sara Brown. (All are in Chicago except for Anenberg, Roche, Taft, and Waack, who are in Washington, D.C.; Mancini, Hoffman, and Levine, who are in New York; and Arado and Brown, who are in Charlotte.)
Loyens & Loeff: Corporate: Bas Vletter and counsel Willem Booysen. Restructuring: Vincent Vroom. Bank regulatory: Kitty Lieverse. (All are in Amsterdam.)
For seller ING Groep N.V. (Amsterdam)
In-House: General counsel Jan-Willem Vink, senior legal adviser Erik Hammerstein, and legal adviser Brendan O'Connor. Sullivan & Cromwell: M&A: H. Rodgin Cohen, Brian Hamilton, Mark Menting, and William Torchiana. Tax: Ronald Creamer, Jr. Executive compensation and benefits: Matthew Friestedt. Structured finance: Christine Spillane. Intellectual property: Nader Mousavi. (All are in New York except for Torchiana, who is in Paris, and Mousavi, who is in Palo Alto.) Sullivan advised ING on the sale of its 70 percent interest in ING Canada to an investor group and its $11.1 billion follow-on equity rights offering in 2009, the Dutch government's $13.4 billion capital injection in 2008, and other deals from the 1970s on.
For target ING Direct USA
In-House: General counsel Kristine Wellman, senior counsel Josh Averill ad compliance officer Paul Shay.
Fish & Richardson: Trademark, copyright, and unfair competition: counsel Catherine Stockell. (She is in New York.) Kilpatrick Townsend & Stockton: Employee benefits and executive compensation: Lois Colbert and Mark Wincek. Financial institutions: Eric Kracov. (Colbert is in Charlotte. Wincek and Kracov are in Washington, D.C.) The firm worked with Wellman when she was the general counsel at BB&T Corporation.
Morrison & Foerster: Financial services: Henry Fields, Charles Horn, and associate Kimberly Harbin. (Fields is in Los Angeles; Horn is in Washington, D.C.; and Harbin is in New York.) MoFo also advised Capital One on the HSBC deal.
Venable: Thrift regulatory issues: John Beaty. Insurance: John Zink III. (Beaty is in Washington, D.C. Zink is in Towson, Maryland.) Venable represented ING in the establishment of the federal savings bank in 2000 and has been the thrift's primary outside regulatory counsel since then.
For ING Direct USA board
Dechert: Financial institutions: Robert Ledig and Thomas Vartanian. Corporate: Ian Hartman. Litigation: Claude Tusk. (Ledig and Vartanian are in Washington, D.C. Hartman is in Philadelphia. Tusk is in New York.)