WASHINGTON, D.C. (December 1, 2010) — McDermott Will & Emery lawyers succeeded in obtaining the necessary antitrust approval for clients Seadrift Coke L.P. (Seadrift), the world's second largest petroleum-based needle coke producer, and C/G Electrodes LLC (C/G), a U.S.-based graphite electrode producer, which have been acquired by GrafTech International Ltd. (NYSE: GTI) for an aggregate purchase price of over $900 million, based on the price of GrafTech stock as of the closing of the transactions. McDermott’s corporate team also advised Seadrift and C/G on all other aspects of the deal which involved the acquisition of all the equity interests in Seadrift and C/G.
This acquisition involved elements of both vertical and horizontal mergers. Since Seadrift is a supplier of key material needed to make graphite electrodes manufactured by GrafTech, this is the one of the first vertical mergers reviewed thus far by the Obama administration’s Department of Justice (DOJ) which this fall made clear its intentions to take an aggressive approach to merger review.
The Antitrust Division of DOJ approved the acquisition of Seadrift and C/G with minimal conditions which included implementing a firewall to prevent the sharing of competitively sensitive information as well as modifying a key contract. Eight years ago the Department of Justice blocked a similar transaction in the graphite electrode industry on antitrust grounds.
"This is a tremendous result for our clients, especially given that the Department of Justice had earlier blocked a similar transaction," commented Craig Seebald, a partner and member of McDermott's Antitrust & Competition Practice Group.
"This transaction demonstrates that the Obama administration is committed to scrutinizing vertical mergers and requiring behavioral remedies to resolve DOJ concerns related to such vertical transactions," added Joel Grosberg, also a partner in McDermott's Antitrust & Competition Practice Group.
"The McDermott team of corporate and antitrust lawyers worked together seamlessly and tirelessly under very tight deadlines and numerous challenges," noted C. David Goldman, head of McDermott’s Corporate Advisory Practice Group who led the corporate team on the acquisitions. "It was indeed an accomplishment to get this deal done, and with minimal concessions. Additionally, the tax structuring on this deal was terrifically innovative."
The McDermott team was led by partners C. David Goldman, Joel Grosberg, Gregory Heltzer, Gary Karch, Meir Lewittes, Craig Seebald, Daphne Trotter, and Bob Weiner.
McDermott Will & Emery is a premier international law firm with a diversified business practice. Numbering more than 1,000 lawyers, we have offices in Boston, Brussels, Chicago, Düsseldorf, Houston, London, Los Angeles, Miami, Milan, Munich, New York, Orange County, Rome, San Diego, Silicon Valley and Washington, D.C. Extending our reach to Asia, we have a strategic alliance with MWE China Law Offices in Shanghai.