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Doing Deals 2014: The Art of M&A Transactional Practice


Speaker(s): Brandon A. Van Dyke, Harsha G. Marti, Igor Kirman, James Ben, Jane Morgan, Kelley D. Parker, Kevin Miller, Louis Goldberg, Raymond O. Gietz, Stephen M. Kotran, Trevor S. Norwitz
Recorded on: Mar. 12, 2014
PLI Program #: 49475

Brandon Van Dyke focuses his practice on mergers and acquisitions and corporate and securities law matters.

Mr. Van Dyke has represented acquirors, targets and financial advisors in a number of significant U.S. and cross-border mergers, acquisitions, takeovers (both negotiated and contested), leveraged buyouts and other corporate matters. In addition, he has provided transactional advice to companies implementing corporate restructuring plans.

Industries in which Mr. Van Dyke has had substantial transactional involvement include media and entertainment, mining and metals, chemicals, pharmaceutical and health care.

In 2012, The M&A Advisor selected Mr. Van Dyke as one of the top 40 M&A professionals under the age of 40.

Representations and transactions include:

  • DuPont in its $4.9 billion sale of DuPont Performance Coatings to The Carlyle Group;
  • News Corporation in its announced pursuit of the separation of its publishing and media and entertainment businesses;
  • Gilead Sciences, Inc. in its $11 billion acquisition of Pharmasset, Inc., a transaction that was recognized in the 2012 Financial Times “US Innovative Lawyers” report;
  • DuPont in its $6.6 billion acquisition of Danisco A/S by tender offer, one of the largest transactions in the history of Denmark up to that time;
  • Endo Pharmaceuticals in its $2.9 billion acquisition of American Medical Systems;
  • Endo Pharmaceuticals Holdings in its $1.2 billion acquisition of Qualitest (a portfolio company of Apax Partners) and in its approximately $250 million acquisition of HealthTronics, Inc. by tender offer;
  • Medtronic, Inc. in its $487 million sale of its Physio-Control division to affiliates of Bain Capital, LLC;
  • Dow Jones & Company in its $675 million financial index joint venture with CME Group;
  • CIT Group in a cash debt tender offer in connection with its restructuring plan;
  • Express Scripts in its $4.675 billion acquisition of WellPoint Inc.’s NextRx subsidiaries;
  • News Corporation in partnership with Permira Advisers Ltd., a private equity firm in the United Kingdom, in their $3.7 billion going-private acquisition of NDS Group plc;
  • Safeco in its $6.2 billion merger with Liberty Mutual Insurance Company;
  • News Corporation in its $5.6 billion acquisition of Dow Jones & Company;
  • Alcoa Inc. in its commenced but terminated $27 billion hostile exchange offer for Alcan Inc.;
  • News Corporation in its $11 billion buyback of its stock from Liberty Media in exchange for cash and assets;
  • Serono S.A. and the Bertarelli Family in the approximately €10.6 billion acquisition of Serono by Merck KGaA;
  • News Corporation in taking Fox Entertainment Group private for $6 billion in News Corporation stock;
  • Marathon Fund in its proposed but terminated approximately $1 billion acquisition of Shopko Stores, Inc.;
  • DST Systems in its acquisition of the Health Plans Solutions unit from Computer Sciences Corporation and its sale of its Innovis unit to Amdocs Ltd.;
  • AMC Entertainment, Inc. in its $2 billion sale to J.P. Morgan Partners and Apollo Partners Limited;
  • UnitedHealth Group Incorporated in its approximately $4.7 billion acquisition of Oxford Health Plans, Inc.; and
  • AdvancePCS in its approximately $6 billion merger with CaremarkRx, Inc.
Mr. Van Dyke also has advised several of Skadden’s investment banking clients as financial advisors in various public merger and acquisition transactions, including Goldman Sachs, Banc of America/Merrill Lynch and JPMorgan Chase as financial advisors to Pfizer in its $68 billion merger with Wyeth.

In addition, Mr. Van Dyke has advised clients with respect to responding to unsolicited acquisition proposals and other corporate preparedness matters, SEC reporting obligations, board governance, and other corporate and securities law matters.


Igor Kirman is a partner in the Corporate Department at Wachtell, Lipton, Rosen & Katz, where he focuses primarily on mergers and acquisitions, activism and takeover defense, corporate governance and general corporate matters. He has advised public and private companies, as well as private equity funds, in connection with mergers and acquisitions, divestitures, leveraged buyouts, joint ventures, cross-border deals, shareholder activism, takeover defenses and corporate governance matters.

Mr. Kirman is a frequent speaker at professional conferences, and has written articles in numerous professional publications on topics relating to mergers and acquisitions and corporate governance. He recently published a book, "M&A and Private Equity Confidentiality Agreements" (Aspatore). He was named as Dealmaker of the Year byAmerican Lawyerfor 2006 and also 2015. He is the chair of the Practising Law Institute's annual "Doing Deals" program in New York and teaches a course on mergers and acquisitions as an adjunct at Columbia Law School. He also serves on the Advisory Board of the Practical Law Company and on the Mergers & Acquisitions Advisory Board of Strafford Publications.

Mr. Kirman received a B.A. in Ethics, Politics and Economics magna cum laude from Yale University in 1993. He completed his J.D. at Columbia Law School in 1996, where he was notes editor of the Columbia Law Review. His student note, "Standing Apart to be a Part: The Precedential Value of Supreme Court Concurring Opinions", 95 Colum. L. Rev. 2083 (1995), was selected as the winner of a national writing competition and awarded the Scribes Law Review Writing Award.

Mr. Kirman is a member of the American Bar Association, where he serves on the Committee on Mergers and Acquisitions (and is a member of its Financial Advisor Task Force) and the Committee on Private Equity and Venture Capital; and is a member of the New York City Bar Association. He is involved in a number of civic institutions, and serves on the Advisory Board of the Mount Sinai School of Medicine and is a Trustee of the Trinity School. He was born in Ukraine and speaks Russian.


James Ben  is a Managing  Director and Co-Head  of U.S. Consumer at Rothschild. Before  joining Rothschild, Mr. Ben was head of the Global Consumer and Retail M&A Group at Barclays and Lehman Brothers.  Mr. Ben began his career as a lawyer and practiced law with Sullivan & Cromwell (New York), as a member of the firm’s M&A Group.

During the course of his career, Mr. Ben has completed over $100 billion in M&A transaction volume in the consumer, retail, technology and industrial sectors.

Notable Consumer / Retail transactions include:

  • The pending sale of Pep Boys to Icahn Enterprise Partners for $1.2bn
  • Coca-Cola Iberian Partners on its pending €28 billion three way merger with Coca-Cola Enterprises and Coca-Cola Efrischungshetranke AG, a wholly-owned subsidiary of the Coca-Cola Company, to form Coca-Cola European Partners
  • The $765 million sale of Green Giant by General Mills to B&G Foods
  • The sale by CI Capital Partners of KIK Custom Products to Centerbridge Partners
  • Coca-Cola Bottling Consolidated on its territory acquisitions from The Coca Cola Company
  • BC Partners on the €940 million sale of Spotless Group to Henkel
  • Hormel on the $700m acquisition of Unilever’s Skippy Peanut Butter business
  • Spectrum Brands on the $1.4bn acquisition of Stanley Black & Decker’s Hardware & Home Improvement Group
  • ACCO Brands on its $2.0bn reverse morris trust combination with Mead Westvaco’s Consumer Business
  • Justice Holdings on its $7.5bn merger with Burger King and subsequent relisting of Burger King
  • Molson Coors’ $3.5bn acquisition of StarBev
  • Anheuser-Busch InBev on its $3.0bn sale of its Central and Eastern European Brewing Operations to CVC


Kevin Miller is a partner in the Corporate Transactions & Securities Group at Alston & Bird and the head of Alston & Bird’s Financial Advisors Practice. Alston & Bird is regularly ranked by The American Lawyer and Corporate Control Alert as among the leading counsel to investment banks acting as financial advisors.

Kevin is a frequent author and speaker on M&A topics, including fairness opinions, the role of investment bankers and legal and regulatory developments relating to mergers and acquisitions.

Kevin is a member of the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar, as well as the advisory boards of DealLawyers.com and the DealLawyers newsletter and a frequent contributor to the DealLawyers.com Blog. Kevin is a graduate of Rutgers University (JD) and the University of Michigan (MA and AB).

Publications


Raymond Gietz, a partner of Weil since 1989, is a member of the Firm’s Mergers & Acquisitions practice. He represents buyers, sellers, boards of directors, committees of independent directors and financial advisors in connection with complex mergers and acquisitions transactions, including public and private companies, LBOs, asset sales and joint ventures. He regularly advises boards of directors and committees on defense, corporate governance and other matters. Mr. Gietz also has been involved in numerous proxy fights and other contests for corporate control.

Mr. Gietz’s representation involves a range of industries, including healthcare, financial services and steel.

Recent M&A transactions include advising:

  • Genworth Financial, Inc. as corporate counsel on its sale to China Oceanwide Holdings Group Company Ltd.
  • Centennial Resource Development, Inc. (f/k/a Silver Run Acquisition Corp., a SPAC) in its acquisition of a controlling stake in Centennial Resource Production, LLC and its subsequent acquisition of all of the leasehold interests and related upstream assets in Reeves County, Texas from Silverback Exploration, LLC and Silverback Operating, LLC
  • Eli Lilly in its acquisitions of the North American rights to the oncology product Erbitux®, Locemia Solutions ULC, Glycostasis, Novartis Animal Health, Lohmann Animal Health, ChemGen, Agri Stats, Avid Pharmaceuticals and Alzheimer’s imaging agents from Siemens Medical Solutions; and in its sale of veterinary assets to Virbac SA
  • QLT Inc. in its acquisition of Aegerion Pharmaceuticals, Inc. and in its minority investment in Aralez Pharmaceuticals Plc
  • GECC in the sale of its North American tank car rail assets and railcar repair business to Marmon Holdings, Inc., sale of its remaining North American railcar leasing business to Wells Fargo & Co., investment in and restructuring of the EBX Group and the sale of its Mexican consumer mortgage loan business to Santander Bank
  • GE Aviation Systems in its acquisitions of Naverus and Airfoil Technologies
  • Ripple Brand Collective, LLC in its sale to The Hershey Company
  • Barclays, as financial advisor to Gentiva Health Services, Inc., in Gentiva's sale to Kindred Healthcare, Inc.
  • AK Steel Corporation in its acquisition of integrated steelmaking assets in Dearborn, Michigan from Severstal North America and in its joint venture with Magnetation
  • Australian biopharmaceutical company Fibrotech in its sale to Shire plc
  • Lehman Brothers in the sale of its Archstone business to Equity Residential and AvalonBay Communities
  • Magellan Health, Inc. in its acquisitions of Veridicus Holdings, LLC, Armed Forces Services Corporation, 4D Pharmacy Management Systems, Inc., CDMI and Partners Rx
  • Costa Inc. in its sale to Essilor International SA
  • Franklin Templeton in its acquisition of K2 Advisors, Darby Holdings and Fiduciary Trust
  • Citadel Broadcasting in its sale to Cumulus Media
  • Safran in its acquisition of L-1
  • General Motors in its sale to a government-sponsored entity
  • Harbinger in its take-private acquisition of Sky Terra
  • Genesis Lease Limited in its sale to AerCap Holdings

 

Mr. Gietz has been recognized in Chambers USA, Legal 500 US, New York Super Lawyers and has been featured as a “Dealmaker” by The American Lawyer. He was also recognized for client service excellence by BTI Consulting Group in its 2012 BTI Client Service All-Stars survey.

Mr. Gietz received his B.A. from Columbia College, where he was elected to Phi Beta Kappa, and his J.D. from the Columbia University School of Law, where he was a Harlan Fisk Stone Scholar.


Trevor Norwitz is a partner in the Corporate Department at Wachtell, Lipton, Rosen & Katz.  He has counseled a wide range of corporations and other entities in a variety of industries in connection with mergers, acquisitions, investments, divestitures, hostile takeover bids and defenses, proxy contests, joint ventures, spinoffs, financing transactions, corporate governance matters, and crisis management situations.

Some of Mr. Norwitz’s recent representations include: Dollar Tree in its contested acquisition of Family Dollar Stores; eBay in connection with a proxy contest by Carl Icahn, and its spinoff of PayPal, Inc.; Creative Artists Agency LLP in connection with its restructuring and sale of a controlling interest to TPG Group; McGraw Hill Financial in its sale of the McGraw Hill Education business to Apollo Advisers, in its joint venture with CME Group to form S&P/Dow Jones Indices, and in its acquisition of SNL Financial among other companies.

Mr. Norwitz teaches a course in Mergers and Acquisitions at Columbia University School of Law.  He is a member of the American Law Institute, the New York City Bar M&A Committee and the International Bar Association Securities Committee and has served on committees of the American Bar Association.  He served as a member of an international advisory group to the South African government on company law reform.  A regular speaker and panelist at professional conferences, he has chaired and participated in numerous continuing legal education programs and contributes regularly to professional publications on topics relating to M&A and corporate governance.  Mr. Norwitz also chairs and serves on a number of non-profit boards of directors, and on the Advisory Board of the Robert L. Bernstein Institute of Human Rights at NYU Law School.

Born in Cape Town, South Africa, Mr. Norwitz received his Bachelor of Business Science (Law) degree with First Class Honors from the University of Cape Town in 1986. On a Rhodes Scholarship to Oxford University, he read law at Keble College, graduating with First Class Honors in 1989, before completing an LLM at Columbia University in 1990.


Jane Morgan is a senior member of Milbank’s Global Corporate Group.

Primary Focus & Experience

Ms. Morgan’s practice focuses on the representation of private equity firms and their portfolio companies and financial services companies (including asset managers and hedge funds) in M&A transactions.  In addition, she is experienced in the purchase and sale of lending and leasing companies and portfolios of financial assets such as leveraged leases, mortgages, loans and related products.

Her recent private equity transactions include representing Centerbridge Partners, L.P. in its investments in Pocahontas Parkway and the Intrepid Aviation Group and in the consensual recapitalization of $500 million in debt and its acquisition of Wastequip LLC.  She has also recently represented Koch Industries, Goldman Sachs and GSO in connection with their acquisition of preferred equity to support private equity-led LBO’s and recapitalizations.  She currently represents a group of investors in the former Arcapita Bank who are selling stakes in 30 portfolio companies located in the US, Asia, Europe and the Middle East.  She represented Irving Place Capital in the $422 million take private of Thermadyne Holdings Corporation and the acquisition of National Specialty Hospitals and represented Culpeper Capital Partners and Fortress Investment Group in the acquisition of Security National Acceptance Automotive Group. 

In the asset management industry, her recent transactions include the representation of Man Group plc in its 2014 acquisitions of Numeric Partners (a quantitative hedge fund with $14 billion AUM) and Silvermine Capital (a CLO manager with $3.8 billion AUM) and the sale of Stone Tower Capital to Apollo Global Management.  She also represented Man Group plc in its 2011 acquisitions of GLG Partners and Ore Hill Partners. 

Ms. Morgan advised Capital Z Investment Partners in the sale of its hedge fund sponsorship business to Paine & Partners and management in 2007 and represented Perella Weinberg Partners in the acquisition of Xerion Capital Partners, an investment manager that focuses on distressed credit and special situations investments.  She also advised WL Ross & Co. LLC in connection with its sale of its investment funds to Invesco Ltd. and Lehman Brothers in the sale of numerous GP and LP stakes in a variety of private equity funds.

Education

University of Texas, J.D.

Rice University, B.A.

Admissions

New York

Texas


A partner in the Corporate Department and a member of the Mergers and Acquisitions, Media and Entertainment and Corporate Governance Groups, Kelley Parker has a broad transactional practice focusing on a range of corporate matters.

Her experience includes:

  • Advising Time Warner in its $17.6 billion acquisition of Adelphia Communications Corporation and the related split-up with Comcast Corporation;
  • Representing Time Warner in its restructuring of its $9 billion cable partnership with the Newhouse publishing family;
  • Representing Time Warner in the restructuring of a $9 billion regional cable partnership with AT&T and later Comcast;
  • Representing publisher Hollinger International in its cross-border battle for control of the sale of The Daily Telegraph and The Sunday Daily Telegraph after self-dealing allegations surfaced against Conrad Black, the former Chairman and CEO;
  • Representing the controlling shareholder and CEO of broadcaster Emmis Communications in his bid to take the company private;
  • Representing the Estate of Jack Kent Cooke in the sale of the Washington Redskins NFL franchise and stadium for $800 million;
  • Advising the CEO of Emmis Communications in a bid for the Washington Nationals MLB franchise;
  • Advising a private equity fund manager in his bid for the Chicago Cubs MLB franchise; and
  • Advising the MLB in connection with the announced sale of the Texas Rangers by Tom Hicks and affiliates to a group headed by Nolan Ryan for more than $500 million; and
  • Representing Emmis Communications in its sale of two large-market radio stations to a group led by the former CEO of Tribune with financial backing by GTCR.

Other recent experience includes:

  • Representation of Reckitt Benckiser Group plc in its $1.4 billion acquisition of Schiff Nutrition followingBayer Healthcare’sbid for Schiff and an unsolicited competing tender offer by Reckitt Benckiser;
  • Representation of Great Wolf Resorts, Inc. in its sale to an affiliate of Apollo in a transaction valued at $798 million, following a public bidding contest between affiliates of Apollo and KSL Capital Partners;
  • Representation of Fifth and Pacific in the sale of Juicy Couture, Liz Claiborne, Monet, Dana Buchman, Kensie and Mac & Jack brands;
  • Representation of Harbinger Group, Inc. in its sale of $400 million of preferred equity to an affiliate of Fortress;
  • Representation of the selling shareholders of privately held Marchon Eyewear in sale to Vision Services Plan for $735 million;
  • Representation of the special committee of the board of directors of The BISYS Group, Inc. in the sale of the financial services company to Citigroup for $1.45 billion;
  • Representation of Banque Populaire Group and Caisse d’Epargne Group in the restructuring of bond insurer CIFG Holding, Ltd.;
  • Representation of the publicly traded Interstate Hotel & Resorts, Inc. in its sale to a joint venture between Thayer Lodging and Shanghai Jin Jiang International Hotels in a transaction valued at approximately $307 million; and
  • Regularly advising fund clients, including Elliott Associates, Eton Park and Reservoir Capital, in private investments and portfolio company M&A.

She is a frequent speaker on M&A topics, including recent PLI Seminars M&A Trends & Developments and Doing Deals:  The Art of M&A Transactional Practice.

Kelley was a member of The Georgetown Law Journal and was elected to the Order of the Coif.

EDUCATION
J.D., Georgetown University Law Center, 1993
magna cum laude

B.B.A., University of Oklahoma, 1990
with honors

Recognition
“Restructuring Deal of the Year” by International Financial Law Review (2009)


Mr. Goldberg is a partner in Davis Polk’s Corporate Department, practicing in the Mergers and Acquisitions Group. He advises major industrial and financial services companies on their most significant public or private mergers and acquisitions transactions and board level matters. His practice also encompasses a full spectrum of corporate, strategic, defensive and crisis assignments ranging from advising on activist situations and unsolicited bids, special committee assignments,board investigations and governance advice, to spinoffs, private equity investments and representing consortia in FinTech and other sectors.

Work Highlights

Mr. Goldberg’s client representations include AgroAmerica, Amdocs, Citigroup, ExxonMobil, Heineken, IHS Markit, Morgan Stanley and Syngenta AG. 

Deal Highlights

  • Markit on its all-share merger of equals with IHS valued at more than $13 billion
  • Syngenta in its:
    • $43 billion pending acquisition by ChemChina in the largest transaction by a Chinese company outside China
    • successful defense against an unsolicited bid by Monsanto
  • Citigroup on a series of strategic transactions, including its:
    • $4.25 billion sale of OneMain to Springleaf through a dual-track M&A and IPO process
    • $306 billion loss protection guarantee program with the U.S. government
    • $52 billion capital realignment and its exit from its TARP U.S. government financial assistance
  • CVS in its:
    • Contested acquisitions of Caremark and Longs Drugs
    • Acquisition of the Medicare Part D business of Universal American
    • Acquisitions of Eckerd and Albertson's
  • Exxon in its acquisitions of Mobil and XTO Energy
  • J.P. Morgan in its merger with Chase Manhattan Bank
  • Morgan Stanley on its:
    • Sale of its Global Oil Commodities business
    • Sale of TransMontaigne
    • $1.5 billion disposition of its Van Kampen investment management business
    • FrontPoint spinoff
  • ABN AMRO, Goldman Sachs and Citigroup on their investment in Digital Asset Holdings, a technology startup company led by former JPMorgan Chase executive Blythe Masters, in a funding round exceeding $50 million with 10 other leading international financial institutions
  • Extensive experience in transactions involving forming, buying, selling or divesting “alternatives” asset managers, including several recent transactions in response to the Volcker Rule

Recognition

Mr. Goldberg is recognized as a leader in the legal industry:

He is consistently recognized as a leading M&A lawyer in various industry publications:

  • Chambers Global
  • Chambers USA
  • IFLR1000
  • Expert Guide to Banking, Finance and Transactional Law (Mergers and Acquisitions)

PROFESSIONAL HISTORY

  • Partner, 1997-present
  • Associate, 1989-1997


Harsha G. Marti is based in New York, joined Warburg Pincus in 2007 and is responsible for legal matters related to the firm's investing activities.  He is also responsible for coordinating legal and regulatory activities related to the formation of funds managed by the firm.  Prior to joining the firm, Mr. Marti was at the law firm of Kirkland & Ellis LLP in New York where he was an attorney focused on private equity transactions.  He received a S.B. in materials engineering from the Massachusetts Institute of Technology and a J.D./M.B.A from the Northwestern University School of Law and the Kellogg School of Management.  Mr. Marti is a member of the bar in New York.  He is a member of the Board of Directors of the Brooklyn Community Foundation.


Stephen M.  Kotran is a partner in the Mergers and Acquisitions and Financial Institutions Groups at Sullivan & Cromwell LLP and a member of the firm’s Managing Partners Committee.   He represents buyers, sellers, special committees of independent directors and financial advisors in connection with mergers and acquisitions transactions, including negotiated and hostile acquisitions of public companies, negotiated sales of private companies, subsidiaries and divisions, private equity transactions, leveraged buy-outs, formation of joint ventures and asset sales.  In recent transactions, his clients have included Acosta, Inc., Bank of America Merrill Lynch, China Oceanwide, Cytec Industries, Inc., Eastman Kodak Company, Evercore Partners, Goldman, Sachs & Co., ING Groep N.V., Ipsen, S.A., Orix, Inc., Platinum Underwriters Holdings, Ltd., Rothschild, Inc., Sprout Pharmaceuticals, Swiss Reinsurance Company Ltd., Wells Fargo Securities LLC and Western World Insurance Group.

Mr. Kotran graduated from Harvard College (A.B., 1985) and the University of Virginia Law School (J.D., 1990) where he was an Editor of the Virginia Law Review and a member of the Order of the Coif.  From 1985-1986, Mr. Kotran served as a legislative assistant to U.S. Senator Daniel P. Moynihan (D-NY) and from 1990-1991 he served as a judicial clerk to the Hon. Edward R. Becker (U.S. Court of Appeals, Third Circuit).  He has been consistently recognized as a leading M&A, private equity and insurance transactional lawyer by many widely referenced legal guides, including The Best Lawyers in America, Chambers, IFLR, Lawdragon, New York Super Lawyers, PLC and The US Legal 500.  Mr. Kotran is a frequent faculty member on M&A panels for the American Bar Association, the Practising Law Institute, the New York City Bar Association and various other professional organizations.  He is a lecturer in Law at Columbia Law School where he teaches a course on M&A transactions and also has guest lectured at numerous other law schools including Fordham, NYU, Stanford, U.Penn and UVa.  He is a former co-chair of the Financial Advisors Task Force of the M&A Committee of the Business Law Section of the American Bar Association.  He also serves on the M&A Advisory Board of the Practical Law Company.