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How to Read Financial Statements 2013

Speaker(s): Ann Makich, Gopal M. Burgher, Jonathan S. Kolodner, Mose (Chad) Rucker III
Recorded on: Mar. 20, 2013
PLI Program #: 41696

Jonathan S. Kolodner is counsel at Cleary Gottlieb Steen & Hamilton, LLP, where his practice focuses on regulatory and enforcement matters, internal investigations, and civil litigation. Before joining Cleary, Mr. Kolodner was a prosecutor with the U.S. Attorney's Office for the Southern District of New York from 2000 to 2012, where he served in numerous leadership positions, most recently as Acting Chief of the Criminal Division from October 2011 through January 2012. In that role, he supervised the Office's more than 160 prosecutors in a wide range of matters including securities fraud, other complex white-collar crimes, terrorism, and violent crimes.

Prior to that, Mr. Kolodner spent two years as the Chief of the Complex Frauds Unit. In this capacity, he oversaw 20 senior prosecutors investigating sophisticated, large-scale white-collar crimes ranging from financial and investment-related schemes to Foreign Corrupt Practices Act (FCPA) violations and computer and intellectual property offenses like hacking, theft of trade secrets, and other cybercrimes. Mr. Kolodner also served as the Mortgage Fraud Coordinator, where he supervised a strike force of Assistant U.S. Attorneys investigating mortgage fraud and other financial schemes in response to the financial crisis. From 2006 to 2008, Mr. Kolodner was a Deputy Chief of Criminal Appeals, where he oversaw dozens of appellate matters and handled numerous arguments before the United States Court of Appeals for the Second Circuit.

Mr. Kolodner also spent four years as an Assistant U.S. Attorney in the Organized Crime and Terrorism Unit and has represented the United States in more than 12 jury trials. In 2008, he was awarded the Department of Justice's Director's Award for Superior Performance in connection with his prosecution of over 30 members and associates of the Genovese Organized Crime Family.

Mr. Kolodner received his J.D., cum laude, from Harvard Law School in 1997 and an undergraduate degree, magna cum laude, from Harvard College in 1994. For the past four years, he has also been a lecturer-in-law at Columbia Law School. Mr. Kolodner clerked for the Honorable Chester J. Straub of the United States Court of Appeals for the Second Circuit from 1998 to 2000, and for the Honorable John G. Koeltl of the United States District Court for the Southern District of New York from 1997 to 1998.

Ann Makich is a partner in Cahill's corporate practice group.

Ann's practice is principally focused on leveraged financings for acquisitions, recapitalizations and going­ private transactions. Her clients include leading investment banking firms and commercial banks. Ann

has represented underwriters, placement agents and initial purchasers in public and private high yield, investment grade and equity offerings and secured bank loans in a wide range of industries including media, telecommunications, manufacturing, retail and natural resources. 

Ann has been a panelist on the Practising Law Institute's Leveraged Financing program for several years, and will be a member of the 2015 program covering financing commitments and acquisition agreement terms. She also was a member of PLl's inaugural "How to Read Financial Statements" presentation in 2012, which has been repeated annually since that time. Ann has been consistently recommended as a leading corporate business lawyer by Chambers USA and The Legal 500.

Selected Matters:

  • Representation of Bank of America and other commercial banks in providing the $2.3 billion senior secured cred it facility in connection with the acquisition by Genesee & Wyoming Inc. of RailAmerica, Inc.
  • Representation of the lead arrangers in connection with a $6.5 billion senior unsecured interim loan and a $2.5 billion senior subordinated interim loan for the acquisition of First Data Corporation by KKR.
  • Representation of the initial purchasers in the $2.2 billion Rule 144A offering by First Data Corporation of high yield notes, the proceeds of which were used to repay a portion of the senior unsecured interim loans that funded part of the acquisition.
  • Ongoing representation of the lead arrangers in connection with securities offerings by First Data Corporation.
  • Ongoing representationof the underwriters in connection with securities offerings by Comcast Corporation.
  • Ongoing representation of the underwriters in connection with securities offerings by affiliates of Ventas, Inc., an S&P 500 company and the leading seniors housing and healthcare real estate investment trust in the United States. 
  • Ongoing representation of the initial purchasers in connection with securities offerings by DISH Network. 
  • Representation of the lead arrangers in connection with securities financings for QVC, Inc. 
  • Representation of Citigroup and the other lead arrangers in connection with the $2.0 billion senior secured term loan facility that provided a portion of the proceeds for the acquisition by KKR and Clayton, Dubilier & Rice of USFoods. 
  • Representation of Deutsche Bank and the other lead arrangers in connection with the senior secured term loan financing for the acquisition by Platinum Equity of BWAY Corporation.
  • Representation of Deutsche Bank and the other lead arrangers in connection with the senior secured term loan financing for the acquisition by TPG of Fleetpride Corporation.

Ann has practiced at Cahill since her graduation from Columbia Law School. She became a partner in 2005.

Gopal M. Burgher is a Partner of BurgherGray LLP. Gopal's principal areas of practice include capital markets and complex finance transactions (including structured products and derivatives), real estate and community development transactions, mergers, acquisition, and joint venture transactions as well as matters of a general corporate nature. In the capital markets and complex finance area, Gopal's experience covers a wide variety of public and private debt and equity transactions, including structured finance and securitization transactions (e.g., collateralized debt obligations, residential mortgage-backed securities, asset-backed securities, asset-based lending, and structured products and derivatives), senior/mezzanine lending, distressed debt investing, warehousing facilities, and public finance transactions, among others. In such transactions, he has represented a variety of transaction parties, including issuers, underwriters/initial purchasers, arrangers, investors, lenders, sponsors, liquidity and credit support providers, letter of credit providers, borrowers and other transaction parties.

Prior to joining BurgherGray LLP, Gopal was Counsel at McKee Nelson LLP (New York). Prior to joining McKee, Gopal was a senior attorney at Skadden, Arps, Slate, Meagher & Flom LLP (New York), where he practiced for approximately 10 years.

Gopal received his J.D. in 1997 from the New York University School of Law, where he was an Association of the Bar of the City of New York Fellow. He received a bachelor's degree in 1994 from The State University of New York, College at Fredonia, where he graduated magna cum laude. Gopal is a member of the Bar of the State of New York.

Mose (Chad) Rucker III is a Managing Director at Valuation Research Corporation (“VRC”).  Mr. Rucker heads VRC’s New York fairness opinion and solvency practice where he provides financial advisory services to leading private equity firms (such as Apollo Capital Management, the Carlyle Group, Warburg Pincus), family offices and founder-led companies.  Mr. Rucker has provided advisory services on over $250 billion of financial transactions.  Prior to joining Valuation Research Corporation, Mr. Rucker was a vice president of investment banking in the global power group at Citigroup in New York.  Mr. Rucker also served as a principal at Rucker Capital Advisors, LLC a private merchant bank that provides funding to venture stage and distressed companies.

Mr. Rucker earned a juris doctor from New York University School of Law, a Masters of Business Administration with a concentration in Finance from New York University’s Leonard N. Stern School of Business, and a Bachelor’s degree in Finance and Economics from Augusta State University.