Three Big Law Firms Aid Amazon $3.49 Billion One Medical Buy (1)

Amazon.com Inc.‘s bid to buy One Medical and break into the US health care market is getting help from three Big Law firms.

Paul, Weiss, Rifkind, Wharton & Garrison is advising Amazon while Cooley and Ropes & Gray are representing San Francisco-based 1Life Healthcare Inc., parent of primary care company One Medical.

One Medical operates 182 medical offices in 25 markets in the US. Customers pay a subscription fee for access to doctors and 24-hour digital services. Amazon’s purchase of One Medical for $3.49 billion in cash would be the third-largest deal in the Seattle-based company’s history.

Paul Weiss corporate partners Krishna Veeraraghavan and Kyle Seifried are counseling Amazon. Paul Weiss recruited Veeraraghavan last year from Sullivan & Cromwell in a high-profile lateral move.

Steven Tonsfeldt leads the Cooley team. Cooley hired him in 2016 after the Silicon Valley dealmaker led the mergers and acquisitions practice at O’Melveny & Myers.

Other Cooley lawyers representing One Medical include corporate partners Matthew Hemington and Annie Lieberman, as well as associate Gaël Hagan.

Ropes & Gray health care partners Jennifer Romig and Christina Bergeron are working with a half-dozen associates for One Medical.

Cooley’s Tonsfeldt and Hemington and Ropes & Gray’s Romig last year advised One Medical on its $2.1 billion all-stock buy of Iora Health Inc. Skadden, Arps, Slate, Meagher & Flom counseled Boston-based Iora, a primary care provider, on the deal.

Skadden is where Seifried spent a dozen years before joining Paul Weiss as counsel in 2017. He made partner at the firm 2020.

Paul Weiss was co-counsel last year to Metro-Goldwyn-Mayer Inc. on the film studio’s nearly $9 billion sale to Amazon.

Cravath, Swaine & Moore advised Amazon on its MGM acquisition, the second-largest takeover by the e-commerce giant after its $14 billion buy in 2017 of Whole Foods Market Inc. Sullivan & Cromwell advised Amazon on that transaction.

Amazon in 2018 made its first health care foray by paying $1 billion to purchase PillPack Inc., a Boston-based online pharmacy startup advised by Goodwin Procter.

Amazon’s offer for One Medical includes the target’s net debt, according to Bloomberg. One Medical had received takeover interest from CVS Health Corp. and others, Bloomberg reported this month, citing sources familiar with the matter.

One Medical’s most recent proxy statement shows that its general counsel, Lisa Mango, received more than $5 million in total compensation in 2021. Mango joined One Medical in January 2016 and she was promoted to legal chief in June 2018.

Amazon’s David Zapolsky has been the company’s top in-house lawyer since 2012. His year-over-year total compensation dropped to $163,000 last year from $17.2 million in 2020. During that time Zapolsky sold off more than $19 million in Amazon stock, Bloomberg Law reported earlier this year.

Bloomberg reported Thursday on Amazon breaking a quarterly record for lobbying Congress by paying almost $5 million to guard against legislation that could break up the company and other technology giants.

— With Matt Day and John Tozzi