Kenton J. King

King served as the lead counsel in client Nokia Corp.'s $7.1 billion sale of its devices and services business to Microsoft Corp.

The deal, which closed in May, marked the first time a public corporation acquired interim funding in a nondistressed situation from another corporation, rather than from the international capital markets, King said.

In crafting the deal, there were challenges.

"When you tap public markets, you need to disclose all the material information that is necessary for an investor or lender to make a decision," King said. "Nokia wanted to have funding in place before announcing the deal, so Microsoft stepped up and provided the financing."

He added, "Microsoft had to be comfortable with the credit risk. It's not something strategic companies typically do. They're not banks or lenders."

But, in Microsoft's case, King said, "They were motivated and very sophisticated, with a huge treasury and a lot of cash."

The transaction was "immensely complex," King said, and the regulatory reviews were intense.

Given that, "This went surprisingly smoothly. Microsoft and Nokia had worked together as partners for a number of years, so there was a good, trusting relationship between the two companies."

He added, "There still were tough negotiations on price and deal terms, but they were straightforward. There was not a lot of 'hiding the ball' or histrionics about it."

Once committed, King said, "Both sides moved constructively to solve issues and move forward to get the deal signed and closed."

<< PAT BRODERICK