The success of a strategic transaction is often a game of inches, requiring careful execution to maximize synergies and avoid unnecessary expense. Spin-offs, carve-outs, reorganizations and acquisitions often require the individual review, analysis and reconfiguration of thousands of contracts that are affected in one way or another by the restructuring. Building on the combined experience of our sourcing, M&A and bankruptcy practices, Hunton Andrews Kurth LLP has developed a suite of support services to process these transactions effectively and help our clients maximize their returns.

For each project, we use a factory model and a right-sized team of paraprofessionals, staff and attorneys to collect, analyze, renegotiate or otherwise dispose of contracts. Our online collaborative technologies and project management tools enable clients to monitor and participate in the process and facilitate a smooth transition back to in-house resources when our work is done.

Our processing model relies on four key assets:

• our commitment to value,
• our deal-tested methodologies,
• our key technologies, and
• our wide footprint  and high-value pricing options

Our commitment to high value.

We recognize the critical need for highly efficient, best-price processing of large-scale reorganization projects and offer a menu of options to meet varying client demands. We can build client teams with a range of skills and experience levels and produce blended rates that are highly competitive with those of other large firms, as well as those of legal process outsourcing providers.

Our deal-tested methodologies.

Our teams apply methods and tools developed by us and honed over thousands of hours to focus our work and deliver results on time and on budget.

We use a five-phase approach to manage each project:

• Phase I:Project Definition and Team Matching. Our experienced project leadership helps construct a plan to achieve your goals while balancing timing, costs and an intensely practical analysis of risks. We then consult with you to match the project with appropriate resources from our team.
• Phase II:Data Collection and Triage. Efficient processing depends on aggressive triage on the front end. Working with client teams, we use our Vendor Triage Model to score the contract inventory by key factors such as business criticality, annual spend, quality of vendor relationship and whether any transfer or other fees might apply to the restructuring activity. We allocate contract review priorities based on that score, focusing the team first on the agreements that are key to the success of the project.
• Phase III:Team Training and Launch. We digest project goals and priorities into training materials and process-driven data collection templates linked to our online collaborative tools. Project leaders conduct a prelaunch training session with your team and follow up with add-on training to address project evolutions. The result is a repeatable, scalable and streamlined process, which ramps up quickly and supports the use of lower-cost resources.
  
  To facilitate document collection and access, we recommend linking our teams to your online contracts databases where available. Alternatively, we can work with your vendor or use our in-house document scanning and coding center located in Virginia to create a database or collect and process documents at your locations.
• Phase IV:Production and Quality Control. Our teams can process hundreds of documents each week, populating a comprehensive Master Data Collection Template and storing results in a shared Master Data Warehouse. The warehouse can be a simple spreadsheet shared in our global document management system or a more complex database. The warehouse serves as a searchable, sortable summary of all work performed by the team and is the hub for project management and follow-on activities.
  
  Through the warehouse, we can quickly determine the appropriate disposition of each document and perform automated tasks, such as mass mailings to vendors of consents, notices and other documents. We can provide "vendor-tested" forms of consents designed to address requirements associated with the most commonly used assignment provisions and can assist or lead the consent negotiation process.
  
  Our administrative leads track your mass mailings and the individual letters associated with those mailings. Our mail-tracking template identifies individual tracking numbers, recipients (including cc: addressees), date mailed, date received, returns (agreements often include outdated contact information), re-sends, re-send addresses and other relevant information.
  
  A fraction of vendors who must consent to your transaction may attempt to extract fees or negotiate more favorable terms. Likewise, certain notice-only recipients will argue that consent is required. Our Disputes Tracker identifies agreements subject to a dispute, the status of the dispute, the description of the dispute, the contacts for the dispute (both client and vendor) and our suggested path to resolution.
  
  We update project status with our Quick Hit Status Report. This report distills the overall status of the project into a brief numbers summary (e.g., total number of agreements, total number reviewed, total number reviewed requiring consent, total number reviewed requiring notice, total number of outstanding consents, etc.). The Quick Hit Report is updated as you request and provides a snapshot of the team’s progress. Project updates are posted in our Client Workroom or emailed to you and are discussed at periodic project management sessions.
  
  To maintain quality control, more senior lawyers work closely with the teams to evaluate unusual cases, handle difficult vendors and spot-check results. Periodic management meetings check progress against the project plan and budget and provide a forum for midcourse corrections.
• Phase V: Wrap-Up and Hand-Off. At project conclusion, we present the final results, including an analysis of performance against budget, and help manage a smooth transition back to your resources.

Our key technologies.

Three key technologies support our processes:

• Our global network, which allows instantaneous, secure sharing of information among team members, wherever they may be.
• Our collaborative toolset, Work™, which is built on the widely-adopted HighQ platform and  links our team with yours in a secure, online workspace. Because we own and host the workroom systems, you pay no third-party license fees.
• Cognicion LLC, our in-house document, coding and review center center located outside Richmond, Virginia. Built to meet the demands of electronic discovery in large-scale litigation, our center includes the latest technologies for digitizing large paper archives and creating searchable documents suitable for importing into contract management applications.

Our wide footprint.

While most projects proceed in our virtual workspaces without regard for geography, we have more than 900 lawyers around the world. This wide footprint gives us the capacity to staff your project in the US, Europe and Asia with locally qualified lawyers who speak and read more than a dozen languages.

Transition Services Agreements

Reorganizations, spinoffs and dispositions often involve an agreement for transition services. Too often, these agreements get little attention in the heat of the larger deal and are the source of significant post-closing dispute and leakage of value from the transaction. Our team includes our leading outsourcing practice, which applies sourcing models to help transition teams define the critical issues of services, service levels and price. Our form agreements offer ready-made solutions to the typical risk allocation and legal issues, and our lawyers can guide you in analyzing risks and customizing contractual responses.

Hunton Andrews Kurth routinely handles large corporate restructurings and reorganizations, including several noteworthy transactions in the last several years:

• Represented a Fortune 100 consumer products company in the integration of a $10 billion acquisition and subsequent corporate reorganization involving dozens of entities and thousands of agreements.
• Represented a Fortune 100 consumer products manufacturer in complex, global transition services and trademark license agreements in connection with the spinoff of a Fortune 100 tobacco manufacturer in 2008, valued at $113 billion, and the IPO and subsequent spinoff of a Fortune 100 food and beverage company in 2007, valued at $61 billion. The reorganization project involved thousands of agreements and complex transition services arrangements.
• Represented a Fortune 250 insurance company in the restructuring of all of its operational and sourcing matters to accommodate a spinoff from its parent company and to facilitate the sale of its sister company to private investors. The reorganization project involved thousands of agreements.
• Represented a Fortune 250 energy enterprise in at least five corporate dispositions. These corporate dispositions involved hundreds of agreements in North America and South America, and included the formation of a holding company as well as the negotiation of several transition services agreements.
• Represented a Fortune 300 automobile parts and accessories manufacturer in at least nine corporate dispositions, both prior to and following its bankruptcy filing. These corporate dispositions involved thousands of agreements involving facilities, assets and employees in North America, South America and Europe, as well as the negotiation of several transition services agreements.
• Represented a Fortune 50 petroleum refining company in the restructuring of its “downstream” retail operations involving thousands of locations and related leases, permits and agreements.