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Spin-offs 2015


Speaker(s): Benjamin M Berinstein, David K. Lam, Eric L. Schiele, Jim Rossman, Karen Gilbreath Sowell, Lisa M. Schweitzer, Nicole J. Pinder, Sally A. Thurston, Sarkis Jebejian, Scott D. Mitnick
Recorded on: Feb. 19, 2015
PLI Program #: 58753

Sally A. Thurston advises multinational clients on a wide range of tax matters, includ- ing the tax aspects of mergers and acquisitions, joint venture formations, restructurings, divestitures and spin-offs, with a particular focus on the U.S. tax aspects of cross-border transactions, cash repatriation techniques and investment structures.

Ms. Thurston has advised Covidien plc with the tax aspects of its acquisition by Medtronic, Inc.; Pfizer Inc. in connection with its proposed acquisition of AstraZeneca PLC through a newly formed U.K. holding company; Endurance Specialty Holdings Ltd. in its proposed acquisition of Aspen Insurance Holdings Limited; JGWPT Holdings, Inc. (a portfolio company of JLL Partners), the holding company for J.G. Wentworth and Peachtree Financial Solutions, in its initial public offering of Class A common stock and listing on the New York Stock Exchange through an Up-C struc- ture; Marubeni Corporation in its acquisition of Gavilon Group LLC; Covidien plc in its spin-off of Mallinckrodt plc, its pharmaceutical business; Pfizer Inc. in the spin- off of its animal health business into a separate publicly traded company via an initial public offering and in the divestiture of its infant-nutrition business to Nestlé S.A.; Merck KGaA in its acquisition of Millipore Corporation; Harbor Point Limited in its merger of equals with Max Capital Group Limited; GlobalSantaFe Corporation in its merger with Transocean; Compagnie Financière Alcatel in its acquisition of Lucent Technologies Inc.; NASDAQ in its acquisition of OMX, and its investment in and take- over attempt of the London Stock Exchange; Banco Pactual S.A. in its acquisition by UBS; and BTG Investments L.P. in its acquisition of Banco UBS Pactual S.A.

In addition to her experience in mergers and acquisitions, Ms. Thurston regularly advises multinational pharmaceutical and medical device companies in connection with general tax planning matters. She also represents clients in connection with international debt and equity offerings, and has substantial experience representing offshore insurers and reinsurers and their shareholders.

In the United States, Ms. Thurston advises clients on taxable and tax-free acquisitions and divestitures and has significant experience in the partnership taxation area. She also regularly counsels private equity clients in connection with acquisitions and dives- titures of portfolio companies.

Ms. Thurston lectures frequently on various international and U.S. tax matters. She has been selected for inclusion in Chambers Global: The World’s Leading Lawyers for Business, Chambers USA: America’s Leading Lawyers for Business, Tax Directors Handbook and The Best Lawyers in America.


Lisa M. Schweitzer is a partner at Cleary Gottlieb Steen & Hamilton LLP based in the New York office.

Ms. Schweitzer’s practice focuses on financial restructuring, bankruptcy, insolvency and commercial litigation. Ms. Schweitzer has extensive experience advising corporate debtors, individual creditors and strategic investors in both U.S. Chapter 11 proceedings and restructurings in other jurisdictions in North America, Europe and Asia.

Ms. Schweitzer has advised clients in some of the most high-profile bankruptcy matters in recent years. She is currently lead U.S. restructuring counsel to Nortel Networks and affiliates in their U.S. Chapter 11 proceedings. She recently represented Alsacia and Express, Chilean bus companies, in their successful restructuring through a pre-packaged Chapter 11 proceeding. She also represented Barclays Capital on its acquisition of Lehman Brothers’ North American investment banking and capital markets assets, and a $450 million debtor-in-possession financing facility provided to Lehman. She also counseled prominent financial institutions during the subprime crisis.

Ms. Schweitzer is recognized as a leading bankruptcy and restructuring lawyer by numerous publications, including Chambers Global, Chambers USA and The Legal 500 U.S. She was honored as a “Dealmaker of the Year” and as a “Dealmaker in the Spotlight” in 2012 and 2011 by The American Lawyer, and was recently inducted into the American College of Bankruptcy.

Ms. Schweitzer became partner in 2006. She received a J.D. from New York University and an undergraduate degree from the University of Pennsylvania.


David K. Lam is a corporate partner at Wachtell, Lipton, Rosen & Katz. He focuses on mergers and acquisitions, securities transactions and corporate governance. His practice has included a wide range of matters, including public and private acquisitions and divestitures, domestic and international transactions, carve-out IPOs, spin-offs, split-offs, joint venture transactions and private equity transactions. He also advises numerous companies on takeover defenses, proxy contests and corporate governance matters.  In 2013, David was named by The American Lawyer as a Dealmaker of the Year.

He has represented clients in a variety of industries, including:

Financial Services

  • BGC Partners in its $1.234 billion sale of its electronic trading business in U.S. Treasury securities to The NASDAQ OMX Group, Inc. and in its $1.4 billion reorganization and merger with eSpeed
  • The New York Stock Exchange in its agreed $23.4 billion cross- border combination with Deutsche Böerse, its $10 billion cross- border combination with Euronext N.V. and its merger with Archipelago
  • MetLife in the sale of its depositary business to GE Capital Retail Bank, its $1.6 billion split-off of its interest in Reinsurance Group of America and its sale of State Street Research & Management Company to BlackRock
  • Warburg Pincus in its purchase and sale of equity in Primerica from Citigroup
  • Lazard in connection with its IPO and related restructuring transactions
  • JPMorgan Chase & Co. in its acquisition of the banking business of The Bank of New York in exchange for JPMorgan Chase’s corporate trust business, and in the restructuring of its joint venture with First Data Corporation
  • Bank of America in its $21 billion acquisition of ABN Amro’s LaSalle Bank
  • Golden West Financial in its $25.5 billion sale to Wachovia

Energy

  • Berry Petroleum in its $2.5 billion sale to LINN Energy and LinnCo
  • Sunoco in its $5.3 billion sale to Energy Transfer Partners and in its IPO and spin-off of SunCoke Energy, a $1.2 billion company
  • Atlas Energy in its $4.3 billion sale to Chevron, its $1.7 billion joint venture with Reliance Industries, and in the formation of its master limited partnership, Atlas Resource Partners
  • Acciona in its €43.7 billion acquisition with Enel of Endesa

Health Care

  • Abbott Laboratories in its $55 billion spin-off of AbbVie
  • GlaxoSmithKline in its unsolicited offer and $3.6 billion acquisition of Human Genome Sciences
  • The Wyeth board of directors in its $68 billion merger with Pfizer
  • Cardinal Health in its agreed joint venture transaction with CVS Caremark, its $2.1 billion acquisition of Assuramed, its $1.3 billion acquisition of Kinray, its $1.5 billion acquisition of VIASYS Healthcare, its $3.3 billion sale of its Pharmacology Technology Business to an affiliate of the Blackstone Group, its acquisition of P4 Healthcare Solutions, and in its $4.1 billion spin-off of CareFusion Corporation
  • Sanofi in its successful €47.8 billion hostile exchange offer for Aventis

Real Estate

  • Rayonier in its announced spin-off of its performance fibers business
  • AMB Property Corporation in its $15 billion merger with ProLogis
  • Sunrise Senior Living in its $3.4 billion sale to Health Care REIT
  • The Mills Corporation in its $7.8 billion sale to Simon Property Group and Farallon Capital

 

Mr. Lam received his B.A. (economics and molecular biophysics & biochemistry) summa cum laude from Yale University, where he was awarded the Arthur Twining Hadley Prize and Russell Henry Chittenden Prize for the highest GPA. He received his J.D. from Yale Law School, where he served as managing editor of the Yale Law Journal and articles editor of the Yale Journal on Regulation. Upon graduation from law school, Mr. Lam served as a law clerk to the Honorable José A. Cabranes of the U.S. Court of Appeals for the Second Circuit.


Eric Schiele is a partner in Cravath’s Corporate Department.  His practice primarily encompasses mergers and acquisitions and general corporate and board advisory work, including hedge fund activism.

Corporate clients that Mr. Schiele has represented include, among others, Time Warner, Time Inc., Turner Broadcasting, Heinz, 3G Capital, Anheuser-Busch InBev, Yahoo, Honeywell, DreamWorks Animation, Johnson & Johnson, Zale Corporation, Graham Holdings (formerly The Washington Post Company), Toll Brothers, IBM and Sapient.  Mr. Schiele has also regularly represented a number of financial institutions, including J.P. Morgan, Goldman, Sachs & Co. and Credit Suisse.  His representative transactions include representing:

  • The Strategic Review Committee of the Board of Directors of Yahoo in the pending $4.83 billion acquisition of Yahoo’s operating business by Verizon
  • Honeywell in the pending spin-off of its Resins and Chemicals business into a new independent public company, AdvanSix, and its $90 billion proposal to acquire United Technologies
  • DreamWorks Animation in its pending $4.1 billion sale to Comcast, its acquisition of Classic Media and the formation of Oriental DreamWorks with China Media Capital and Shanghai Media Group
  • Anheuser-Busch InBev in its pending $107.7 billion acquisition of SABMiller and the pending $12 billion sale of SABMiller’s U.S. and global Miller branded businesses to Molson Coors
  • Montpelier Re Holdings in its $1.83 billion acquisition by Endurance Specialty Holdings
  • H.J. Heinz and 3G Capital in Heinz’s $60 billion merger with Kraft Foods Group to form The Kraft Heinz Company
  • Graham Holdings in its spin-off of Cable ONE
  • Sapient in its $3.7 billion acquisition by Publicis
  • The transaction committee of the board of directors of Norwegian Cruise Line in the $3.025 billion acquisition of Prestige Cruises International by Norwegian
  • Time Warner on a number of acquisition, divestiture and capital markets transactions, including the unsolicited proposal from 21st Century Fox to acquire Time Warner, its spin-off of Time Inc., its spin-off of AOL, its spin-off of Time Warner Cable and its acquisition of 100% of truTV, as well as various debt capital markets transactions for aggregate proceeds of approximately $17 billion, and related debt tender offers
  • Green Brick Partners (formerly BioFuel Energy) in its $275 million acquisition of the equity interests of JBGL Builder Finance and certain subsidiaries of JBGL Capital from Greenlight Capital and James R. Brickman
  • Graham Holdings in its $1.1 billion split-off transaction with Berkshire Hathaway
  • Zale Corporation in its $1.46 billion sale to Signet Jewelers
  • Toll Brothers in its $1.6 billion acquisition of the home building business of Shapell Industries
  • The Washington Post Company in the $250 million sale of its newspaper publishing businesses, including The Washington Post newspaper, to Jeff Bezos
  • Kraft in the spin-off of its $30 billion North American grocery business
  • IBM in several public and private transactions, including its acquisitions of SoftLayer Technologies, Ascential and Micromuse and the sale of its worldwide customer care business process outsourcing services business to SYNNEX
  • Turner Broadcasting in its split-off of the Atlanta Braves
  • Time Inc. in the sale of its Parenting Group, Time4 Media and Grupo Expansión businesses
  • Starbucks Coffee in its $620 million acquisition of Teavana
  • Flagstone Reinsurance Holdings in its $623 million sale to Validus Holdings
  • A collection of different companies in connection with merger and acquisition transactions in the pharmaceuticals industry, including Johnson & Johnson in its acquisition of Omrix Biopharmaceuticals, Millipore Corporation in its acquisition of Serologicals, Biovail Corporation in its financing in connection with its merger-of-equals with Valeant Pharmaceuticals and in its acquisition of the worldwide tetrabenazine business of Cambridge Labs
  • Various clients in PIPE transactions, including Zale Corporation in its review of financing alternatives and its PIPE financing with Golden Gate Capital and Jacobs Private Equity in its control-PIPE acquisition of XPO Logistics
  • Chevron Corporation in its contested acquisition of Unocal
  • The Board of Directors of MCI in connection with the contested acquisition of MCI by Verizon
  • Sprint in its merger with Nextel
  • The Brink’s Company in its sale of BAX Global
  • Mr. Schiele has also represented a number of different clients in connection with hedge fund activism defense, including Hologic in its engagement with Carl Icahn and numerous other companies in non-public activism situations.

Mr. Schiele was recognized for his M&A work by the 2015 and 2016 editions of Chambers USA: America’s Leading Lawyers for Business and the 2015 and 2016 editions of IFLR1000.  He has also been recognized by The Legal 500 for his skill in the capital markets arena from 2011 through 2013, for his transactional work in the telecoms and broadcast industry in 2014, and for his transactional work in the technology industry in 2015.  Mr. Schiele was named to Lawdragon’s 500 Leading Lawyers in America in 2016.  He is a frequent speaker on M&A topics, including co-chairing PLI’s Hot Topics in Mergers and Acquisitions conference in both 2014 and 2015.

Mr. Schiele was born in Columbus, Ohio.  He received a B.A. summa cum laude from Ohio Wesleyan University in 1996 and a J.D. with Highest Honors from the University of Texas School of Law in 2000, where he was a member of the Chancellors honor society and an Associate Editor of the Texas Law Review.  He joined Cravath in 2000 and became a partner in 2008.  Mr. Schiele currently serves as the Firm’s Corporate Hiring Partner.

Mr. Schiele may be reached by phone at +1-212-474-1788 or by email at eschiele@cravath.com.


Karen Gilbreath Sowell is a principal in Ernst & Young LLP’s National Tax Department. Based in Washington, D.C., Karen serves as a co-leader of the Mergers and Acquisitions group and as the National Tax Director of Global Accounts. In these roles, Karen advises our largest clients with a perspective of the changing economic and tax policy landscape.  Karen focuses on structuring tax- efficient acquisitions and dispositions, including novel spin-off and taxable transactions, as well as planning to integrate operations and optimize capital structures.

Karen was the US Treasury’s Deputy Assistant Secretary for Tax Policy from July 2007 to January 2009. She worked closely with the leadership of the Treasury Department during the financial crisis. She participated in the legislative process for the Economic Stimulus Act of 2008 and the Emergency Economic Stabilization Act (EESA) of 2008, and played a leadership role in the expedited issuance of important guidance projects directed at economic stabilization. She was co-leader of the Treasury Department’s promulgation of standards for the executive compensation requirements of EESA. She received the Treasury Distinguished Service Award in recognition of her contributions.

Among her other duties as Treasury’s Deputy Assistant Secretary for Tax Policy, Karen worked closely with the Internal Revenue Service to issue published guidance, particularly in the area of domestic and cross-border transactions. In addition to the important guidance that focused on economic stabilization during her tenure, the Office of Tax Policy and IRS issued a substantial amount of significant regulations, revenue rulings, revenue procedures, notices and other guidance.

Karen first served at the Treasury Department from 1997 to 2001, where she was Associate Tax Legislative Counsel. She was primarily responsible for matters relating to corporate taxation. From 2001 to 2007, Karen was a principal at Ernst & Young LLP and was co-leader of the National Tax Mergers and Acquisitions Group.

Karen is a member of the Executive Committee of the Tax Section of the New York State Bar Association and co-chair of the Corporations Committee. She is a former chair of the Corporations Committee of the Tax Section of the American Bar Association.


Nicole Pinder is a partner in the PricewaterhouseCoopers' Transaction Services practice, based in New York. She has over 15 years of experience providing assurance and advisory services to companies across a broad range of industries in the US, Europe and South Africa with a focus on complex financial reporting matters. She has advised corporates and private equity houses on the execution of their capital markets transactions (public and private debt and equity offerings), divestitures, and on complex accounting and reporting matters under various GAAPs. Nicole also has several years of experience advising companies on the adoption of, and reporting under International Financial Reporting Standards ("IFRS"). Current and recent clients include News Corporation, Hertz, McGraw-Hill, Visteon, Bunge, Stanley Black & Decker, General Motors, Duke Energy, National Grid, KeySpan Energy, Wendy's, Toys "R" Us, Sycamore Partners, BC Partners, Golden Gate Capital, Express, Apollo Management, Hexion Specialty Chemicals and Bain Capital.

Prior to her relocation to New York, Nicole was based in London, United Kingdom. During her 5 years with the Global Capital Markets Group in London, a technical specialist group within the Transaction Services practice, she was primarily responsible for assisting utility, oil and gas, and mining companies with the application of US GAAP and IFRS, and the SEC reporting requirements for foreign private issuers. Nicole has a significant amount of experience in the Energy, Mining and Utilities industries. Her client base in this industry sector, several of which she advised during their conversion to IFRS, included British Energy, Powergen, E.ON, ScottishPower, Rio Tinto, Sasol and ENI. Key clients outside of this industry sector include Unilever and the London Stock Exchange.

Nicole is a chartered accountant and, prior to joining the accounting profession, qualified as a lawyer. She has been based in New York since November 2004.


Sarkis Jebejian is a corporate partner in Kirkland’s New York office and focuses his practice primarily on mergers and acquisitions, both domestic and cross-border. He also provides governance and other general corporate counseling to clients, boards of directors and investment banks, including in response to shareholder activism.

Sarkis has been repeatedly recognized as one of the country’s leading practitioners in mergers and acquisitions. From 2013 to 2016, Chambers USA recognized him as among the best lawyers in the country for Corporate/M&A, and in 2013, Law360 selected him as an MVP of the Year for M&A. He was also in The International Who’s Who of Merger & Acquisition Lawyers in 2012, and selected as one of the 2012 BTI Client Service All-Stars by Corporate Counsel. BTI lauded him for his exceptional understanding of his clients’ legal and business objectives, including recognizing client goals and providing innovative solutions tailored to meet each client’s specific needs. The Lawyer selected Sarkis as a “Star Partner” in its “Transatlantic Elite 2011” feature for his work in the energy industry. He was also recognized in the 2009-2010 and 2013-2016 editions of The Legal 500 U.S.

Since joining Kirkland in 2013, Sarkis handled transactions including:

  • Talen Energy in its $5.2 billion sale to Riverstone Holdings
  • Nexstar Broadcasting Group in connection with its $4.6 billion acquisition of Media General, ending a six-month public takeover battle during which Nexstar jumped Media General’s previously announced transaction with Meredith Corp.
  • Corning in connection with the unwinding of its 73-year-old Dow Corning joint venture with Dow Chemical in exchange for 100% of a newly formed corporation that will hold a 40% stake in Hemlock Semiconductor Group and approximately $4.8 billion in cash
  • SunEdison Inc. in connection with its negotiation and agreement with activist investor Greenlight Capital regarding various corporate governance initiatives
  • iGate Corp. in its $4 billion sale to Capgemini
  • Infineon Technologies AG in its $3 billion acquisition of International Rectifier
  • Beechcraft in its $1.4 billion sale to Textron
  • Bain Capital and Golden Gate in their $6.9 billion acquisition of BMC Software
  • Golden Gate and Eddie Bauer in the proposed $825 million sale of Eddie Bauer to Jos A. Bank during the hostile bid by Men’s Wearhouse
  • Vista Equity in its $4.3 billion acquisition of TIBCO Software, $1.1 billion acquisition of The Active Network and $1.8 billion acquisition of Marketo
  • Accenture in various transactions, including its $830 million carve-out sale of Navitaire to Amadeus S.A., $375 million acquisition of Procurian, $317 million acquisition of Acquity Group, acquisition of Cloud Sherpas and joint venture with Apax Partners relating to the carve out of Accenture’s Duck Creek Technologies

Sarkis is a graduate of Columbia College and Columbia Law School, where he was a Harlan Fiske Stone Scholar.


Scott Mitnick is the Chief Mergers & Acquisitions Counsel at the American Express Company where he oversees the structuring, negotiation and execution of the Company’s M&A, joint venture and venture investment transactions globally.  Mr. Mitnick has led the Company’s M&A legal team since 2011 and has over 12 years of M&A and transactional experience, as well as extensive experience in bank holding company, securities and employment areas of law. He was the lead attorney in the formation of the Company’s Global Business Travel joint venture and continues to oversee related governance and transition efforts.  Mr. Mitnick is also the lead attorney supporting the development and launch of the Company’s IP Zone business, an IP trading platform. 

Prior to joining American Express in 2011, Mr. Mitnick worked in the Mergers and Acquisitions group at Davis Polk & Wardwell where he focused on both public and private M&A transactions and the restructuring of financially challenged companies, representing, among others, CVS in its acquisition of Caremark Rx and Comcast in its acquisition of Adelphia out of bankruptcy.  Mr. Mitnick received his J.D. at Columbia Law School and his M.B.A. from Columbia Business School.  He graduated magna cum laude from Brown University, with honors in Economics.


Mr. Rossman is the Head of Corporate Preparedness at Lazard and advises clients in connection with preparing for and responding to shareholder activism.  Mr. Rossman joined Lazard in 2003 as the Head of its Capital Markets business and has over 20 years of experience as both a lawyer and investment banker.  Recent assignments include work for Barnes & Noble, Bob Evans Farms, Google, Health Management Associates, ITT and Oil States International and many other public and non-public situations.

Prior to joining Lazard, Mr. Rossman was a senior equity capital markets banker at Lehman Brothers, where he led the firm's advisory work on share repurchases, dividend policies, IPO carve-outs, spin-offs and split-offs and origination for the business services, consumer/retail, financial sponsors and industrials sectors.  Prior to his work at Lehman Brothers, Mr. Rossman was a corporate lawyer at Cleary, Gottlieb, Steen & Hamilton in their New York and Brussels offices, specializing in capital markets, mergers and acquisitions and debt restructuring. 

Mr. Rossman also served as Head of Capital Markets for the Americas at HSBC and Head of U.S. Equity Capital Markets at Macquarie Capital Advisors.

Mr. Rossman is the Chairman of the Board of Trustees for the Brooklyn Historical Society and is on the Board of Advisors of the Institute of Law and Economics at the University of Pennsylvania.

Mr. Rossman earned a B.A. cum laude in English from Kenyon College in 1985, an M.A. in English from The University of Virginia in 1988, and a J.D. cum laude from New York University School of Law in 1993.