Speaker(s): Brandon A. Van Dyke, Igor Kirman, James Ben, James Cole, Jr., Jane Morgan, Kelley D. Parker, Kevin Miller, Louis Goldberg, Nicole E. Clark, Sarah Jones, Stephen M. Kotran Recorded on: Mar. 31, 2011
PLI Program #: 28663
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.
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®."
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.
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).
“The Disclosure of Material Relationships by Financial Advisors, Board Disclosure Memos v. Engagement Letter Provisions,” Deal Lawyers, January-February 2017.
“Rural/Metro One Year Later: Ongoing Doctrinal Concerns,” DealLawyers.com, Interview, December 8, 2016.
“Food for Thought: Conflicting Views on the ‘Knowing Participation’ Element of Aiding & Abetting Claims,” Deal Lawyers, March/April 2015.
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)
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., ADP, Inc., Bank of America Merrill Lynch, Barclays, 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.
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.
University of Texas, J.D.
Rice University, B.A.
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 EmmisCommunications 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 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.
Mr. Goldberg’s client representations include AgroAmerica, Amdocs, Citigroup, ExxonMobil, Heineken, IHS Markit, Morgan Stanley, Syngenta AG and the Williams Companies.
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
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
Mr. Goldberg is recognized as a leader in the legal industry: