Oh, to have the Rolodex of UBS Investment Bank president Ken Moelis. A long friendship with Harrah's Entertainment Inc. director and Hilton Hotels Corp. co-chairman and CEO Stephen Bollenbach appears to have played a role in UBS' appointment as financial adviser to a Harrah's board special committee evaluating Apollo Management LP and Texas Pacific Group's proposal to buy Harrah's for $25 billion in cash and debt.

Moelis' friendship with Bollenbach spans two decades. The pair began working together in the mid-1980s, when Moelis was a young banker at Drexel Burnham Lambert and Bollenbach was CFO of Holiday Corp., then parent of the Holiday Inns. They have gone on to do a string of deals together since Bollenbach became CEO of Hilton Hotels a decade ago. In 1999, then at Donaldson, Lufkin & Jenrette Inc., Moelis helped advise Hilton Hotels in its purchase of Promus Hotel Corp., a Holiday Corp. remnant. Another former component of Holiday Corp. is Harrah's.

Two years ago Moelis led a UBS Investment Bank team that advised Caesars Entertainment Inc. when Harrah's bought it for $9.4 billion, and UBS worked both sides of Hilton's purchase of Hilton International, completed in February 2006. He also brings more than a nodding acquaintance with Apollo founder Leon Black. During the '80s, both were at the doomed Drexel.

Also on the Harrah's special committee are Barbara Alexander, a former investment banker at UBS predecessor Dillon, Read & Co. who was a special adviser to UBS Warburg from 2000 to 2004, and Frank Biondi Jr., a senior managing director at private equity media firm WaterView Advisors LLC and a former CEO of Viacom Inc. whose brother is Lazard banker Michael Biondi.

The other members of the UBS team advising the Harrah's directors are Jeff Raich, co-head of M&A; Jeff McDermott, co-head of investment banking; James Stewart, head of gaming and leisure for the Americas; and Evan Winkler, an executive director. Two years ago, when he was a Morgan Stanley banker, Stewart advised MGM Mirage Inc. in its $7.5 billion cash and debt purchase of Mandalay Resort Group, a deal that helped prompt the Harrah's-Caesars union.

On the side of the buyout firms are Wachtell Lipton Rosen & Katz's Steve Cohen, Eric Rosof, Ben Fackler and David Adlerstein, as well as Cleary Gottlieb Steen & Hamilton LLP's Michael Ryan, Paul Shim, Meme Stowers and Alexander Gillette. While Wachtell frequently works with Apollo and Cleary is closely identified with TPG, both law firms are representing both of the buyout firms in their proposed purchase of Harrah's.

Once again representing Harrah's is Latham & Watkins LLP, whose team includes Charles Ruck, Chuck Nathan, Ron Hopkinson and David Kurzweil. Ruck, based in the Orange County, Calif., office, led the Latham team that worked with Harrah's in its Caesars buy. A Deutsche Bank Securities Inc. team led by Monte Koch was financial adviser to Harrah's in that deal. Los Angeles-based Barry Dastin is leading a Kaye Scholer LLP team working with the Harrah's special committee.

Apollo and TPG have given no details about their use of investment bankers or their financing plans.

Note to law firm partners: Be nice to associates. If they leave to go in-house, they might send business back your way.

Just ask Doug Cifu. Two of his former underlings at Paul, Weiss, Rifkind, Wharton & Garrison LLP - Christopher Lanning and David Rosenstein - are now the in-house deal lawyers for General Atlantic LLC, which on Sept. 26 agreed to purchase a 52% stake in Emdeon Corp.'s healthcare payments technology unit for about $1.2 billion. Cifu and partner Dale Sarro and associate Matthew Abbott were the outside lawyers to General Atlantic on the deal.

Paul Weiss' ties to General Atlantic, a hybrid private equity and venture capital firm based in Greenwich, Conn., run deep. "The relationship started when I was in junior high," Cifu says, jokingly. In 1980, Mathew Nimetz, then a Paul Weiss partner, helped establish General Atlantic. When Cifu joined Paul Weiss in 1990, the newbie associate began working on General Atlantic matters under the guidance of Nimetz, who eventually became chairman of Paul Weiss. When Nimetz went to General Atlantic in 2000 to become the company's chief operating officer and managing director, Cifu happily took over as General Atlantic's principal outside lawyer.

It's been a good gig for Cifu. In 2003, he advised General Atlantic when it invested $125 million in Archipelago Exchange, the then-privately held, Chicago-based electronic bourse. Eighteen months later, Cifu assisted General Atlantic in rolling its 22% stake in Archipelago into a 6% stake in NYSE Group Inc. after the two exchanges completed their merger earlier this year. In 2004, Cifu helped General Atlantic when it partnered with Oak Hill Capital Partners LP to take a 60% stake in GE Capital International Services, or Gecis, General Electric Co.'s India-based business services outsourcing unit. At the time, the $500 million investment was the largest investment in Indian call centers and business process outsourcing firms.

General Atlantic is proceeding in the Emdeon deal without a financial adviser, although it has received financing commitments from Citigroup Inc., Deutsche Bank AG and Bear, Stearns & Co.

Emdeon's financial advisers are Blackstone Group LP's Harold Baron and William Oglesby, as well as Citigroup Global Markets Holdings Inc.'s Stephen Volk and Adam Berger. For outside counsel, it is turning to O'Melveny & Myers LLP's Steven Grossman, Spencer Klein, Sam Khichi, Sean Monroe, Robert Blashek and Daniel Rubin. Blackstone, Citi and O'Melveny worked with Emdeon in its August agreement to sell its physician practice unit to U.K.-based accounting software purveyor Sage Group plc. - Dan Slater

A look at drug company Gilead Sciences Inc.'s agreement Oct. 2 to acquire rival Myogen Inc. for $2.5 billion in cash reveals considerable advisory cross-pollination.

Working with Foster City, Calif.-based Gilead is the San Francisco-based Lazard team of David Low, Marie Roskrow and Alex Lim. The bankers advised Gilead in its $365 million agreement in April to buy the shares of Seattle-based Corus Pharma Inc. that it didn't already own. That transaction, which closed in July, followed Gilead's $25 million purchase of a minority stake in Corus Pharma.

But the Lazard team is also well acquainted with Denver-based Myogen, having worked as a co-manager, along with CIBC World Markets Inc., in the company's 2003 initial public offering, which was led by Credit Suisse First Boston and J.P. Morgan Securities Inc. (Myogen was an investment of J.P. Morgan Partners LLC, now CCMP Capital Advisors LLC.) The next year a Lazard team led by Low was joint-placements agent with CIBC in a $60 million PIPE, or private investment in a public entity.

Low joined Lazard from J.P. Morgan Chase & Co. in 2002. At J.P. Morgan, he advised Gilead in 2001 when it sold its oncology business to Melville, N.Y.-based OSI Pharmaceuticals Inc., which was advised by Lazard. In 1999, Low, and J.P. Morgan colleagues, advised Gilead when it acquired NeXstar Pharmaceuticals Inc. of Boulder, Colo. Earlier in his career, Low had worked at Lehman Brothers Inc.

On Myogen's side in its announced sale to Gilead are Goldman, Sachs & Co.'s New York-based Gregg Lemkau and Lorence Kim. In September 2005, Goldman served as sole bookrunner in a follow-on equity offering of Myogen that had a Lazard Capital Markets LLC team, including Low, serving as a co-manager. (Lazard Capital Markets was spun out of Lazard in the spring of 2005.) Meanwhile, a separate Goldman team led by Jeff Parker advised Gilead when it acquired Durham, N.C.-based Triangle Pharmaceuticals Inc. for $464 million in 2002.

For outside counsel, Gilead turned to Cooley Godward Kronish LLP, the result of the recently closed merger of Palo Alto, Calif.-based Cooley Godward LLP and New York-based Kronish Lieb Weiner & Hellman LLP. Cooley has long ties with both Gilead and Myogen. Both of the companies' general counsel, Gilead's Gregg Alton and Myogen's Andrew Dickinson, worked as associates at Cooley Godward earlier in their careers.

On the Cooley team working with Gilead are Palo Alto-based Richard Climan, David Lipkin and Robert Jones. The lawyers advised the company on its Corus and Triangle acquisitions and also represented the company when it bought NeXstar in 1999 and sold its oncology business to OSI two years later. Three years ago, the Broomfield, Colo.-based Cooley Godward team of James Linfield and Brent Fassett served as issuer's counsel in Myogen's 2003 IPO and in last year's follow-on offering.

With Gilead turning to Cooley for its Myogen purchase, the target is using the Kirkland & Ellis LLP team of New York-based Stephen Fraidin and Thomas Christopher and Chicago-based James Rowe. In addition to working as an associate at Cooley, Myogen general counsel Dickinson also did a stint at Kirkland.

Greenhill & Co. has Bethlehem Steel Corp. to thank for its role as adviser to Brazilian steelmaker Cia. Siderúrgica Nacional, known as CSN, in its proposal to acquire a 49.5% controlling stake in Wheeling Pittsburgh Steel Corp. for about $300 million.

Greenhill got to know CSN while advising BethSteel in its bankruptcy and sale. CSN was a bidder for BethSteel, which Wilbur Ross' International Steel Group Inc., now part of Mittal Steel Co. NV, acquired for $1.3 billion in 2003. On the Greenhill CSN team are CFO John Liu, founder and chairman Bob Greenhill and Tom Ming. It is the first time the investment banking boutique is working with CSN.

CSN and Wheeling-Pitt plan to announce a definitive agreement once the United Steelworkers union's right-to-buy period expires Oct. 13. But CSN won't get the Wheeling, W.Va., target without a fight. Esmark Inc., a Chicago Heights, Ill.-based steel processor that made a rejected unsolicited offer for Wheeling Pitt in July, has put up a rival slate of directors to challenge Wheeling Pitt's board in a Nov. 17 election.

If Esmark's slate of directors prevails, Esmark is expected to proceed with its plan to acquire Wheeling-Pitt. The steelworkers union is supporting Esmark in its bid.

Serving as outside counsel to CSN is the Weil, Gotshal & Manges LLP team of Akiko Mikumo, Todd Chandler, Ronald Daitz and Thomas Roberts. The law firm was one of two CSN interviewed at the suggestion of Greenhill, which is now home to former Weil Gotshal bankruptcy bigwig Harvey Miller.

The financial adviser to Wheeling-Pitt is Bob Miller of Miller Mathis & Co. LLC, a New York investment banking boutique that specializes in the metals and mining industries. Miller's past work includes teaming with ABN Amro NV to advise OAO Severstal in the Russian steel company's failed white-knight bid for Luxembourg-based Arcelor SA, which Mittal bought for €26 billion ($33 billion). Miller and partner H. Sean Mathis founded Miller Mathis in 2004 after stints at Morgan Joseph & Co. and Financo Inc.

Representing Wheeling-Pitt is Joseph O'Leary of the Boston office of McDermott Will & Emery LLP. J.P. Morgan Securities Inc.'s Henry Harnischfeger, John McNicholas and David Kramer are serving as Esmark's financial advisers, while McGuireWoods LLP's Scott Westwood of Pittsburgh, David Pankey of Washington and David Robertson and David Oakey, both of Richmond, Va., are outside counsel.

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