Shearman & Sterling advised Unibail-Rodamco on its proposed $25 billion acquisition of Westfield Corporation. This transaction will create a global property leader with €61.1 billion (US$72.2 billion) of gross market value and a presence in 27 of the world’s most attractive retail markets and cities.

The transaction involves novel and complicated structuring in which stapled units of stock of three Westfield entities will be acquired. Unibail also intends to form its own stapled unit arrangement to hold the Westfield U.S. assets so Westfield and Unibail shareholders will become owners of stapled units in French and Dutch REIT entities. The transaction also involves the indirect acquisition of a U.S. REIT, as well as a U.K. REIT, by Unibail, which operates under the French REIT regime.

The firm is advising on the U.S., U.K., Italian and certain French aspects of the REIT transaction, acting alongside Darrois Villey Maillot Brochier, Allens, Lacourte Raquin Tatar, NautaDutilh, Clifford Chance Europe LLP and Capstan Avocats.

The Shearman and Sterling team is led by partners Clare O'Brien, John Marzulli (both New York-Mergers & Acquisitions), Larry Crouch (Menlo Park-Tax), Kris Ferranti (New York-Real Estate) and Sami Toutounji (Paris-Compensation, Governance & ERISA). The team also includes partners Lona Nallengara (New York-Capital Markets) and Trevor Ingram (London-Capital Markets); Of Counsel Steven Sherman (New York-Finance) and John Madden (New York-Mergers & Acquisitions); and counsel Ekaterina Zaboussova-Celsa (Paris-Compensation, Governance & ERISA) and Mark Adams (London-Real Estate). In addition, the team includes associates Derrick Lott, Abiola Fasehun, Addison Pierce, Isla Smith, Helene Zotiades, Leonardo Pinta, Giovanni Cirelli and Kevin Paulsen.