Kirkland & Ellis LLP partner Daniel Wolf 's work with Avis Budget Group Inc. in its $1.52 billion bid to acquire Dollar Thrifty Automotive Group Inc., and his representation of ABB Ltd. in its $4.2 billion purchase of Baldor Electric Co., have earned him a spot on Law360's list of five M&A lawyers under 40 to watch.
Avis' bid and preemptive antitrust filings by Wolf helped it overcome a competing bid by Hertz Global Holdings Inc., even after a judge in Delaware turned aside a suit seeking to block Hertz's bid. With an antitrust suit in Washington state squashed March 11, the Avis deal is just weeks away from a decision by the U.S. Federal Trade Commission on whether any remedies may be required.
"Because of prior consolidation in the industry, it was widely acknowledged that a sale of Dollar Thrifty was the last sizable acquisition opportunity" in the rental car sector, Wolf, 38, said in an interview from the firm's New York office. "When Dollar Thrifty suddenly announced a deal with Hertz, Avis realized that it would take some time to catch up."
That was in mid-April, and the team representing Avis had work to do. Financing needed to be arranged, valuation work needed to be done and due diligence needed to be completed, Wolf said, adding there was a risk that Hertz would use its head start to advance the antitrust review of its transaction such that it would leave Avis in the dust.
"We decided to make our Hart-Scott-Rodino Act filing based solely on Avis' intention to acquire Dollar Thrifty stock," Wolf said. "We checked with the authorities, and they indicated that, while unorthodox, they would not object to our filing based on such a good faith intention."
There were many twists and turns to come as the two suitors battled publicly over who would come away with the target company, Wolf said, but "we scored an early victory by making [the] antitrust timetable a nonissue."
Avis topped Hertz's $1.45 billion bid with its offer and on Sept. 30, Dollar Thrifty's investors voted down Hertz's offer. In early October both Avis and Dollar Thrifty pledged to work together to win approval of the deal.
By taking the Avis offer directly to Dollar Thrifty shareholders, Wolf added, his team also helped Avis avoid paying a $50 million breakup fee contemplated in the Hertz merger agreement.
That fee was "unusually high for a deal of this size, especially in light of the failure to seek a bid from Avis prior to signing up with Hertz and the virtually no-premium price that Hertz originally offered," Wolf said.
In 2010 Wolf also represented ABB, the Swiss industrial giant and one of the biggest corporations in the world, in its acquisition of Arkansas-based Baldor Electric. The deal was announced in November and closed in January, marking ABB's largest U.S. purchase to date and allowing it to expand its presence in the U.S. industrial motors business.
His work with ABB is the product of a long-standing relationship, Wolf said, adding he also enjoys similar associations with Bristol-Meyers Squibb Co. and Danaher Corp.
"Rather than being a one-off representation where your relationship spans the kick-off meeting to the sending of an invoice to be paid at closing, these deep and long relationships allow me to transcend the role of outside counsel and to become a trusted advisor for the client," Wolf said.
Wolf was promoted to partner at his previous firm, Skadden Arps Slate Meagher & Flom LLP, at the age of 30. Later, "intrigued by the opportunity to help lead the building of a premium M&A practice," he moved to his current firm along with colleague David Fox in 2009.
"Building on a solid base of talented and entrepreneurial attorneys and bolstered by some key lateral hires, we have a small but growing practice that punches above its weight in the high-end M&A market," Wolf said. "In just the last year, Kirkland has been involved in a disproportionate number of headline-making deals."
When he does have spare time, Wolf, who with his wife is raising three children, can be found helping with homework, coaching kids' soccer and hiking.
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