S&C and Wachtell take the lead on NYSE Euronext merger

US firms Sullivan & Cromwell and Wachtell Lipton Rosen & Katz have picked up the lead roles advising on exchange operator IntercontinentalExchange’s (Ice) $8.2bn (£5bn) acquisition of NYSE Euronext.

The share-and-cash deal, which was announced today (20 December 2012) values NYSE’s shares at $33.12 each. Under the terms of the deal, which is expected to complete in the second half of 2013 subject to regulatory approvals, Ice will pay 67 per cent in shares and 33 per cent in cash. After the transaction, NYSE Euronext shareholders will have an approximate 36 per cent stake in Ice.

According to the companies the combination will create a “premier global exchange operator diversified across markets including agricultural and energy commodities, credit derivatives, equities and equity derivatives, foreign exchange and interest rates.”

Sullivan & Cromwell took the lead advising Ice on the M&A aspects of the deal. New York corporate partner John Evangelakos is understood to have led for the firm.

Ice’s regular global advisors, Shearman & Sterling, lost out on advising Ice on the main corporate aspects of the deal because it represented Nasdaq OMX on its failed joint bid with Ice to buy NYSE Euronext in 2011. However, Shearman partner Barney Reynolds, who is the firm’s Ice relationship partner, advised on regulatory matters, partner Matthew Readings gave antitrust advice and partner Iain Scoon advised on tax issues.

NYSE was advised primarily by Wachtell Lipton Rosen & Katz, with Slaughter and May’s corporate head Frances Murphy looking after UK issues. Benelux firm Stibbe also advised.