Cementing a $2.7 Billion Deal

, Texas Lawyer

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Frederick Anderson, vice president, general counsel and secretary of Texas Industries, turned to Wachtell, Lipton, Rosen & Katz for the Dallas company's pending acquisition by Martin Marietta Materials in a deal valued at about $2.7 billion.

Martin Marietta, of Raleigh, N.C., is represented by Cravath, Swaine & Moore.

Texas Industries, the largest producer of cement in Texas and a major producer in California, is a supplier of construction aggregate, ready-mix concrete and concrete products. Martin Marietta is the nation's second largest producer of construction aggregates and a producer of magnesia-based chemicals and dolomitic lime.

Texas Industries and Martin Marietta announced a definitive merger agreement on Jan. 28. It calls for Martin Marietta to acquire all outstanding shares of Texas Industries common stock in a tax-free, stock-for-stock transaction. The value of the transaction is $2.7 billion, including assumption of $700 million of Texas Industries debt. Texas Industries shareholders will receive 70 percent of a share of Martin Marietta stock for each share of Texas Industries stock they own.

The transaction has been approved by the boards of both companies. It is expected to close during the second quarter, subject to regulatory approvals and other customary closing conditions. Shareholders of both companies must also approve it.

Wachtell corporate partner Mark Gordon leads the firm's team for Texas Industries. Others, all in New York, include corporate partners Daniel Neff and Gordon Moodie and associate S. Iliana Ongun; tax partner T. Eiko Stange and associate Michael Sabbah; executive compensation and benefits partner Adam Shapiro and associate Michael Schobel; antitrust partner Nelson Fitts; and real estate mergers-and-acquisitions associate Richard Ross.

The Cravath lawyers for Martin Marietta, all from New York City, are partners Scott Barshay and George Schoen and associates Andrew Elken and Jacquelyn Arcati on mergers-and-acquisition matters; partner Andrew Needham and associate Kara Mungovan for tax work; partner Eric Hilfers and associate Jarrett Hoffman on executive compensation and benefits; partner Matthew Morreale and senior attorney Annmarie Terraciano on environmental matters; and attorney Joyce Law handling real estate matters.

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