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Reps & Warranties Insurance: No Longer Optional


Speaker(s): Craig A. Schioppo, Jonathan C. Kim, Mark E. Thierfelder, Markus P. Bolsinger
Recorded on: Jun. 17, 2015
PLI Program #: 147289

Craig Schioppo is a managing director with Marsh’s Transactional Risk Group in New York. As the Transactional Risk Practice Leader, he is known as an expert in the insurance of financial and transaction risks, including M&A insurance, tax insurance, and insurance programs addressing regulatory, environmental, and litigation risks. Craig is constantly involved in the development of dedicated insurance products that facilitate mergers, acquisitions, and other corporate transactions. He is also involved in negotiating the terms and conditions of all of the transactional risk solutions.

EXPERIENCE

Craig joined Marsh in 2003. He began his career as a staff accountant at Anchin Block & Anchin LLP in 1993. After spending two years as an auditor, Craig spent the next five years as a supervisor in the Tax Department where he was intimately involved in both corporate and individual tax planning and compliance. During his last four years as an accountant, Craig attended New York Law School as an evening student and was a Notes and Comments Editor of the law review.

Upon graduating law school, Craig spent the next four years practicing corporate and securities law at Kramer Levin Naftalis & Frankel LLP. As a corporate attorney, he had a diverse transactional-based practice with significant experience in domestic and cross-border mergers and acquisitions, joint ventures, securities, and general corporate matters.

EDUCATION

  • BS in accounting, the State University of New York at Albany
  • JD, New York Law School, magna cum laude

AFFILIATIONS

  • Resident property and casualty insurance broker in the State of New York
  • Nonresident property and casualty insurance broker in a majority of US jurisdictions
  • Admitted to practice law in the State of New York


Jonathan Kim, a partner in Dechert’s New York office, focuses his practice on mergers and acquisitions, corporate finance, and leveraged finance matters. He represents strategic buyers and sellers and financial sponsors in mergers, acquisitions, and divestitures.

In addition, he represents borrowers, equity sponsors, and lenders in domestic and international leveraged finance transactions in the United States and Asia, and advises on securities offerings of equity and debt.

Mr. Kim’s clients include financial investors such as Centre Partners, Sterling Investment Partners, One Equity Partners, GIC, Versa Capital Management and Quilvest. His clients also include privately held and publicly traded companies such as MacAndrews & Forbes Holdings Inc., Arbor Realty Trust, Kumho Investment Bank, Morgan Creek Capital Management, Mood Media Corporation, Lumara Health Inc., Command Alkon and Universal American Corp.

Mr. Kim is a graduate of Binghamton University, State University of New York (B.S., 1999) and Georgetown University Law Center ( J.D., 2002). He is a member of the Asian American Bar Association of New York, Corporate Law Committee.


Mark E. Thierfelder, chair of the New York corporate and securities group, concentrates his practice on private equity transactions and domestic and international mergers and acquisitions throughout the U.S., Europe, and Canada. In particular, Mr. Thierfelder represents leading private equity funds and their portfolio companies in a full range of corporate transactions, including mergers and acquisitions, recapitalizations, leveraged financings, restructuring, and reorganizations. In addition, he negotiates, structures, and executes corporate transactions on behalf of strategic buyers and sellers, and has significant experience representing banks and other institutional lenders in leveraged financings and restructurings.

Mr. Thierfelder has been recognized as a leading corporate and merger and acquisition lawyer by the legal directory Chambers USA, where he has been described as "one of the most sophisticated lawyers" who "possesses a command of the entire deal process, has great commercial awareness and a good temperament for negotiating with the other side." He has also been listed as a top private equity and merger and acquisition lawyer for the past four years by The Legal 500 (U.S.), which has cited him as being "creative, hardworking, and client oriented" with "very good commercial sense."

Mr. Thierfelder has extensive industry experience representing clients in sectors including energy, infrastructure, retail, media and communications, healthcare, fishing, semiconductors, manufacturing, and food and beverage. As a result, he can anticipate and address industry-unique issues that often arise in the transaction process and structure the transactions efficiently.

Significant Representations

  • Connors Bros., L.P., a portfolio company of Centre Partners Management, in its $980 million sale to affiliates of Lion Capital, of its operating subsidiaries comprising the largest branded seafood company in North America, including leading brands such as Bumble Bee® and Clover Leaf®, and affiliates of Centre Partners in the prior $600 million acquisition of Connors Bros. Income Fund.
  • DSI Holding, Inc., a portfolio company of Centre Partners Management, in its pending $690 million sale to DaVita Inc., a publicly-traded company focused on kidney care. Previously represented DSI Holding Company, Inc. and certain of its subsidiaries in connection with a restructuring pursuant to which certain investors invested new capital and the pre-existing debt arrangements were modified including through partial paydown and conversion of debt into equity and equity equivalents of DSI.
  • Affiliates of Quilvest in an equity investment in Tiway Oil AS, a private Norwegian company engaged in exploration and production in oil and gas basins in Central Asia, Eastern Europe, and the Middle East.
  • Affiliates of Versa Capital Management, Inc. in the acquisition of Canada-based Allen-Vanguard Corporation (TSX: VRS) and the acquisition of Ohio Community Media.
  • Gray Energy Investors, LLC, a portfolio company of Centre Partners Management, in connection with the $157.5 million sale of Gray Wireline, a Texas-based energy services company, to Seawell Limited (OSE: SEAW), a Norwegian publicly traded company, and affiliates of Centre Partners in the prior acquisition and subsequent leveraged recapitalization of Gray Wireline Services, Inc.
  • Affiliates of CVC Capital Partners in connection with certain aspects of the $4.4 billion bid for i-Shares Ltd. from Barclays Global Investors.
  • Mood Media Corporation as US counsel in connection with its $305 million acquisition of Muzak Holdings LLC, a leading provider of “elevator music.”
  • A private investor in the $45 billion acquisition of TXU Corp. (NYSE: TXU) by Texas Energy Future Holdings Limited Partnership (TEF), a holding company formed by an investor consortium led by Kohlberg Kravis Roberts & Co. and Texas Pacific Group.
  • ValueAct Capital in its $3.7 billion acquisition, along with Kelso & Co., GS Capital Partners, and Parthenon Capital, of ADESA, Inc.
  • Affiliates of Capricorn Management in the sale of Whitestone Acquisition to Paul Hartmann Corp.
  • Firearms Training Systems, Inc. and affiliates of Centre Partners in connection with the sale of Firearms Training Systems, Inc. to Meggitt Plc.
  • Affiliates of Centre Partners in connection with their investment in Covenant Care LLC, an operator of 43 long-term care centers in seven states.
  • Affiliates of Centre Partners in the acquisition of a controlling stake of Orion International Consulting, a recruiting and permanent placement organization specializing in individuals leaving the military, as well as in Orion's add-on acquisitions of Cumberland Therapy Services, Inc. and Therapy Staff, Incorporated (TSI).
  • Affiliates of Centre Partners in connection with the acquisition, and subsequent sale, of Nexus Gas Partners LLC, a Dallas-based midstream service provider of natural gas gathering, transportation, processing and related pipeline services to natural gas producers, to Regency Energy Partners LP.
  • Affiliates of Capricorn Management and affiliates of Harvard Management in connection with the sale of CCC Information Services to affiliates of Investcorp.
  • Connors Bros. Income Fund in connection with its acquisition of Castleberry's and its acquisition of the potted meats business of Sara Lee Corporation.
  • Affiliates of Centre Partners and Bumble Bee Seafoods in its business combination transaction with Connors Bros. Income Fund, which was named one of the top 15 Canadian/U.S. cross border deals of 2004.
  • A significant investor in the buyout of West Corporation, a leading provider of outsourced communication solutions.
  • Affiliates of Centre Partners in connection with the sale of Bravo Sports to affiliates of Swander Pace.
  • Affiliates of Centre Partners in the acquisition of Dekko Technologies Inc. and Pent Technologies Inc.

Education
Duke University, B.A., 1986
Rutgers University School of Law -- Newark, J.D., 1992, With honors, Order of the Coif

Bar Admissions
New York

Memberships
New York City Bar Association Corporation Law Committee
Trustee, National Humanities Center, Research Triangle Park, North Carolina


Mr. Markus P. Bolsinger structures and negotiates complex transactions, including domestic and transatlantic mergers and acquisitions, leveraged buyouts, recapitalizations, going-private transactions, bank and mezzanine financings, and venture and growth investments. He also advises on general corporate and corporate governance matters. Mr. Bolsinger’s experience extends across industries, including the agribusiness, consumer, food and beverage, healthcare, industrial, packaging and restaurant sectors. His clients have included leading private equity firms, such as Apax Partners, First Atlantic Capital, ICV Partners, Irving Place Capital, New Mountain Capital, Vestar Capital and J.H. Whitney & Co. In addition to his core private equity and corporate experience, Mr. Bolsinger is noted as having extensive expertise in transactional risk insurance for mergers and acquisitions, and frequently speaks and writes on the topic in major media outlets.

Prior to joining Dechert, Mr. Bolsinger served as a corporate partner at another international law firm where he received the firm's Pro Bono Service Award for every year from 2010 to 2014.

Significant Representations

Packaging Industry

  • First Atlantic Capital in connection with its acquisition of Resource Label Group, Pamco Label and C.P. Converters.
  • Resource Label Group in connection with its acquisitions of substantially all of the assets of Oxford Graphics, TLC The Label Company and substantially all of the assets of A1 Label.
  • C.P. Converters in its acquisition of MRI Flexible Packaging Company.
  • Waddington North America in its sale to Olympus Partners.
  • First Atlantic Capital in connection with the US$500 million sale of Captive Plastics to Berry Plastics.
  • First Atlantic Capital in connection with the approximately US$284 million sale of Ranpak to American Capital.

Food and Beverage Industry

  • Blacksand in connection with its approximately US$400 million hostile tender offer for Lascelles deMercado.
  • First Atlantic Capital in its divestiture of Country Pure Foods.
  • ICV Capital Partners in its divestiture of Sterling Foods.
  • Vestar Capital Partners in its acquisition of the Birds Eye frozen food business from Pro-Fac Cooperative.

Restaurant Industry

  • Entertainment Cruises in its sale to The Pritzker Group.
  • Ignite Restaurant Group in connection with its pursuit of a dual-process, resulting in its initial public offering.
  • J.H. Whitney in connection with its acquisition of Joe’s Crab Shack.
  • ICV Capital Partners in connection with its acquisitions of Spirit Yachts and Premier Yachts.

Transportation Industry

  • ICV Capital Partners in connection with its acquisitions of Cargo Airport Services, Integrated Airline Services and Perishable Handling Specialists.
  • First Atlantic Capital in connection with its acquisition of Bealine Service Company.

Industrial

  • First Atlantic Capital in connection with its acquisition of TestEquity and substantially all of the assets of Electro-Wise Dallas.
  • First Atlantic Capital in connection with its acquisition of Sprint Industrial, Southern Tank Leasing and substantially all of the assets of Intrinsic Solutions.

Consumer

  • ICV Capital Partners in its divestiture of AAMP of America, The Hilsinger Company, and MRG Holdings.
  • Brita GmbH in connection with corporate matters.
  • Apax Partners in its US$100 million acquisition of Spyder Active Sports.
  • Bear Stearns Merchant Banking in its acquisition of New York & Co.

Services Industry

  • ICV Capital Partners in its acquisition of OneTouch Point.
  • Compass Advisers Group in its planned combination with Richmond Park Partners.
  • ICV Capital Partners in its divestiture of PFM Group.
  • New Mountain in connection with its acquisition of ACA Compliance, Vincent Performance Services, Northpoint Fintech and Aponix FT Solutions.

Healthcare Industry

  • J.H. Whitney in connection with its acquisition of Pediatric Services of America, Inc., known as PSA Healthcare.

Agribusiness Industry

  • Leading agriculture private equity fund in connection with its acquisition of a large scale organic dairy operation and a large scale grape growing and distribution operation.

Includes matters handled at Dechert or prior to joining the firm.

Education

Eberhard Karls University, Tübingen, J.D., 1993
Eberhard Karls University, Tübingen, Dr. jur., 1998, magna cum laude
University of Chicago Law School, LL.M., 1997

Bar Admissions/Qualifications
 
New York
Germany

Languages
 
English
German