Shearman & Sterling LLP is representing Atlanta-based Georgia-Pacific Corporation in its $13.2 billion acquisition by family-owned Koch Industries, Inc.  The cash tender offer is worth $48 per share for Georgia-Pacific shareholders -- a 39% premium to the company's most recent closing price.  The resulting company will have more than 80,000 employees around the world and will become the largest privately held company in the United States.  The total enterprise value of the transaction is $21 billion, including debt.

The Shearman & Sterling team was led by M&A partner Creighton Condon and included partners Laurence Bambino (Tax), Chris Bright (Antitrust), John Cannon (Executive Compensation), Wayne Dale Collins (Antitrust), Robert Evans (Capital Markets), Warren Nachlis (Intellectual Property), Maura O’Sullivan (Bank Finance), and counsel Alessandro De Giorgis (M&A).

Georgia Pacific, one of the world's largest producers of tissue products, produces such recognized brands as Brawny, Dixie and Quilted Northern. The company's 2004 sales totaled approximately $20 billion. Koch, based in Wichita, Kan. has a diverse portfolio of companies ranging from petroleum and chemical businesses, to ranching, commodities, financial services and paper. The acquisition is Koch's largest ever.