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Doing Deals 2010: Understanding Transactional Practice


Speaker(s): Igor Kirman, Keith A. Pagnani, Kevin Miller, Louis Goldberg, Nicole E. Clark, Raymond Gietz, Richard J. Grossman, Robb L. Tretter, Sarah Jones, Trevor S. Norwitz
Recorded on: Mar. 10, 2010
PLI Program #: 22727

Nicole Clark is a partner in the M&A/Private Equity practice group. She concentrates her practice on mergers and acquisitions, private equity investments and general corporate matters. Her representations include private and publicly-held companies and private equity firms, and she has advised clients on numerous transactions in a variety of industries.  Nicole has been listed as one of The Best Lawyers in America®."

Education
Harvard Law School, J.D. cum laude, 1996
Texas A&M University, B.B.A. Accounting magna cum laude, 1991


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 de-fenses 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 has been frequently recognized for achievement by professional organizations such as Chambers USA, New York Superlawyers, Who’s Who Legal and Best Lawyers in America.  He was twice named as Dealmaker of the Year by American Lawyer (2006 and 2015).

Mr. Kirman is the author of a book, "M&A and Private Equity Confidentiality Agreements" (Aspatore). He is the chair of the Practising Law Institute's annual "Doing Deals" program in New York and teaches a course on M&A 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.  He is involved in a number of civic institutions, and serves as a member of the Advisory Board of the Mount Sinai School of Medicine and as a Trustee of the Trinity School.  He was born in Ukraine and speaks Russian.


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:

  • AK Steel Corporation in its acquisitions of Precision Partners Holding Company and integrated steelmaking assets in Dearborn, Michigan from Severstal North America; and in its joint venture with Magnetation
  • Barclays, as financial advisor to Gentiva Health Services, Inc., in Gentiva's sale to Kindred Healthcare, Inc.
  • 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
  • Citadel Broadcasting in its sale to Cumulus Media
  • Costa Inc. in its sale to Essilor International SA
  • Elementis Global LLC in its acquisitions of SummitReheis (f/k/a Summit Research Labs) and Hi-Mar Specialty Chemicals, LLC
  • Eli Lilly and Company in its acquisitions of CoLucid Pharmaceuticals, Inc., 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; in its sale of veterinary assets to Virbac SA; and in its strategic review of Elanco, its animal health division
  • Equiniti Group plc in its acquisition of Wells Fargo Shareowner Services
  • Australian biopharmaceutical company Fibrotech Therapeutics Pty Ltd. in its sale to Shire plc
  • Franklin Templeton in its acquisitions of the investment advisor team from AlphaParity LLC, K2 Advisors, Darby Holdings and Fiduciary Trust
  • GE Aviation Systems in its acquisitions of Naverus and Airfoil Technologies
  • 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
  • General Motors in its sale to a government-sponsored entity
  • Genesis Lease Limited in its sale to AerCap Holdings
  • Genworth Financial, Inc. as corporate counsel in connection with its sale to China Oceanwide Holdings Group Company Ltd.
  • Harbinger in its take-private acquisition of Sky Terra
  • Lehman Brothers in its acquisition and subsequent sale of its Archstone business to Equity Residential and AvalonBay Communities
  • Magellan Health, Inc. in its acquisitions of Senior Whole Health, LLC, Veridicus Holdings, LLC, Armed Forces Services Corporation, The Management Group, LLC, 4D Pharmacy Management Systems, Inc., CDMI and Partners Rx
  • QLT Inc. in its acquisition of Aegerion Pharmaceuticals, Inc. and in its minority investment in Aralez Pharmaceuticals Plc
  • Ripple Brand Collective, LLC in its sale to The Hershey Company
  • Safran in its acquisition of L-1

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.


Sarah Jones is a Partner in the Corporate practice of Clifford Chance and is the Head of our global Consumer Goods group. She has extensive experience in advising multinational corporations on high profile, complex, cross-border M&A in particular in the consumer goods sector. Sarah regularly provides advice on the establishment and ongoing conduct of joint ventures in a wide variety of industries. Sarah has been a partner with the firm since 2001 and has been based in its New York office since 2006.  She is admitted as a solicitor in England & Wales and to the New York Bar.

Relevant experience includes advising:

  • Pfizer on the English law aspects of the establishment of a joint venture with GlaxoSmithKline plc to create a global consumer healthcare company
  • Mondelez International, JAB’s partner in Keurig, in the merger of Dr Pepper Snapple Group, Inc. and Keurig Green Mountain, Inc.  Mondelez will hold an approximately 13-14% stake in the combined $11B revenue company
  • National Dioxide Company in relation to the sale to Tronox Limited of its domestic and international titanium dioxide (Ti02) business in consideration for US$1.63 billion and newly issued shares of Tronox
  • Coca-Cola Co and Coca-Cola Femsa in their US$575 million agreement to acquire AdeS, the soy-based beverage unit of Unilever
  • Mondelez International Inc. in connection with the US$13.9 billion acquisition of Keurig Green Mountain by JAB Holding Company. Minority investors, who are shareholders in Jacobs Douwe Egberts, including Mondelez and entities affiliated with BDT Capital Partners, have partnered with JAB on its current deal for Keurig
  • Jacobs Douwe Egberts on the sale of Carte Noire to Lavazza, as a result of the commitments taken by Jacobs Douwe Egberts following the merger of the coffee businesses of Mondelez Group and Douwe Egberts Master Blenders
  • Mondelez International on the combination of its global coffee business with D.E. Master Blenders 1753 B.V to be named Jacobs Douwe Egberts (JDE) and, prior to closing, on its internal restructuring to separate coffee from Mondelez's other operations across more than 40 jurisdictions
  • GTECH S.p.A. on its change of corporate seat from Italy to the UK (by means of a European cross border merger) and its acquisition of IGT (by means of a US merger) for an aggregate consideration of US$4.6 billion
  • Kraft Foods on its £11.6 billion takeover of Cadbury and subsequent reorganization
  • Philip Morris International in its acquisition of a 20% equity interest in Megapolis Distribution BV in Russia for $750 million
  • Bridgepoint in the sale of the Permaswage Group to Precision Castparts Corp. (PCC)
  • Motorola Solutions, Inc. on its takeover of Psion plc
  • TAM Airlines in its US$7 billion merger with Lan Chile to form LATAM Airlines Group S.A.  
  • Kraft Foods on its €5.3 billion acquisition of the global biscuits business of Danone
  • Kraft Foods on its US$1.067 billion acquisition of the Iberian biscuits operations of United Biscuits
  • Philip Morris International on its US$5.2 billion acquisition of HM Sampoerna TBK
  • Altria Group on the US$5.622 billion merger of Miller Brewing with South African Breweries (to form SABMiller)


Trevor Norwitz is a partner in the Corporate Department at Wachtell, Lipton, Rosen & Katz where he focuses primarily on mergers and acquisitions, corporate governance and securities law matters.  He has advised a range of public and private entities in a variety of industries in connection with mergers, acquisitions, divestitures, hostile takeover bids and defenses, proxy contests, joint ventures, financing transactions and corporate governance matters.

Selected recent representations by Mr. Norwitz include:  Whole Foods in its sale to Amazon.com and its response to shareholder activism; Medivation in its sale to Pfizer; 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; S&P Global (formerly McGraw Hill) in its sale of the McGraw Hill Education business to Apollo Advisers, its joint venture with CME Group to form S&P/Dow Jones Indices, and its acquisitions of SNL Financial and other companies; and numerous acquisitions for Ventas, Novartis and Danaher Corporation.

Mr. Norwitz teaches a course in Mergers and Acquisitions at Columbia University School of Law.  He chairs the New York City Bar Committee on Mergers and Acquisitions and Corporate Control Contests, and the M&A Subcommittee of the International Bar Association Securities Committee, and is a member of the American Law Institute, and 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 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, and then completed an LL.M. at Columbia University in 1990.  He joined the firm in 1994 and was named partner in 1998.


Mr. Goldberg is co-head of Davis Polk's global Mergers and Acquisitions Group. He advises companies around the globe 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 or unsolicited bids, special committee assignments or board investigations or 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, Syngenta AG and the Williams Companies.

Deal Highlights

  • Williams on its $10.5 billion acquisition of all of the outstanding public common units of Williams Partners L.P. and $1.125 billion combined sale of assets and equity comprising Williams Partners L.P.’s Four Corners Area business in New Mexico and Colorado to Harvest Midstream Company
  • Services Group of America on the pending $1.8 billion sale of its five operating companies collectively known as SGA’s Food Group of Companies to US Foods
  • Heineken in the acquisition of the second largest beer company in Brasil from its Japanese owner Kirin
  • Markit on its all-share merger of equals with IHS valued at more than $13 billion
  • Syngenta in its:
    • $43 billion acquisition by ChemChina in the largest transaction by a Chinese company outside China
    • successful defense against an unsolicited bid by Monsanto
  • Formation of BlueteamGlobal, a cyberthreat monitoring and intelligence business, and the roll-up of three acquisitions into Blueteam
  • Sale of Pharmerica to a consortium of KKR and Walgreens
  • Representing the U.S. national residential mortgage registration system (MERS) in its sale to Intercontinental Exchange (ICE)
  • 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 the formation of Old Lane and its sale to Citigroup

Recognition

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

  • Lawdragon – 2016 Lawdragon 500 Leading Lawyer

    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