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Pocket MBA Fall 2016: Finance for Lawyers and Other Professionals

Author(s): Phil Bach, Laura A. Kaufmann Belkhayat, Christopher J. Lallo, Kevin L. Morris, Peter L. Zanolin
Practice Area: Accounting, Corporate & Securities
Published: Nov 2016
ISBN: 9781402427626
PLI Item #: 150091
CHB Spine #: B2275

Phil is a CPA and CFE who leads global compliance audits at Stepan Company. 

Stepan is a global chemical manufacturer, located in Northfield, Illinois, with production plants located around the world.  Phil is a leader within the ethics and compliance team and performs audits related to anti-bribery and corruption issues, environmental compliance, third party risk management as well as other laws, regulations and the code of conduct.  When not conducting compliance audits, Phil performs internal investigations and assists with designing policies and procedures related to corporate compliance.

Prior to joining Stepan, Phil was a consultant who conducted forensic accounting engagements involving companies and government entities in a variety of industries and worked with organizations to design, implement, and evaluate ethics and compliance programs including anti-fraud controls. Phil also performed accounting investigations and has investigated financial statement fraud, employee misconduct issues, embezzlements and other white collar frauds. He worked with attorneys and companies providing consultation for litigation, expert testimony and has been engaged as a neutral arbitrator in financial disputes between companies.  Most of his forensic accounting career was at a “big four” accounting and consulting firm.

Prior to becoming a forensic accountant, Phil spent more than a decade at regional and smaller accounting. During those years, Phil led financial statement audits, reviews and compilations in several industries and prepared tax returns for corporations, partnerships and individuals.

For seven years Phil taught as an adjunct professor at the University Of Chicago Law School.

Ms. Kaufmann Belkhayat’s extensive experience includes advising on issuances of investment grade and high-yield indebtedness for both issuers and underwriters across many industries.

Ms. Kaufmann Belkhayat counsels numerous REIT clients and underwriters of REIT securities in a wide variety of transactions. Among others, she has advised the joint bookrunning managers in the $650 million IPO of Extended Stay America’s paired shares, as well as the subsequent debt and equity offerings by Extended Stay America and ESH Hospitality; and the co-lead managers in the high-yield notes offerings by Ryman Hotel Properties, LP and RHP Finance Corporation. She also has represented SL Green Realty Corp. in a number of financings, including offerings of senior notes, exchangeable notes and common and preferred stock, as well as debt tender offers and issuances of units for property acquisitions. She also advised Darden Restaurants in the separation of a portion of its real estate assets into a separate, publicly traded REIT called Four Corners Property Trust and HCP, Inc. in the separation of a portion of its real estate assets into a separate, publicly traded REIT called Quality Care Properties, Inc.

Ms. Kaufmann Belkhayat advises on M&A-related matters, including in particular on private equity financings and strategic investments and financial arrangements, including preferred stock and debt instruments. Her experience in this area has included advising Permira Funds in the equity received as part of the consideration for its $3.5 billion disposition of Arysta LifeScience and its $2.8 billion sale of its portfolio company Iglo Food Holdings. She also handles acquisition financings, including for Becton Dickinson and Company in its $12.2 billion acquisition of CareFusion Corporation, as well as its post acquisition recapitalization of CareFusion’s indebtedness; and Builders FirstSource in its acquisition of ProBuild Holdings.

Ms. Kaufmann Belkhayat’s practice also focuses on representing financial institutions in connection with a variety of securities offerings, such as BlackRock, Inc. in numerous transactions, including the secondary offerings of its common stock by Bank of America, PNC and Barclays, multiple offerings senior notes and its equity exchanges with Bank of America and PNC.

Her experience with complex capital and restructurings has included Marsico Parent Company LLC and affiliates in a private placement of multiple tranches of debt and equity securities to fund the repurchase of its equity from Bank of America and subsequent restructuring transactions. She also represented iPayment Holdings, Inc. and iPayment, Inc. in the exchange of $509 million of senior notes for a combination of debt, common stock and warrants.

In addition to a wide variety of focused areas within the capital markets, Ms. Kaufmann Belkhayat also is experienced in traditional corporate financings, including both high yield and investment grade debt.

Background and History

  • Chris Lallo joined the Houston office of Ernst & Young LLP in 2008 and currently leads the Transaction Tax Practice for the Southwest Area.
  • He was formerly a partner at Fulbright & Jaworski LLP.
  • His practice is focused on both domestic and international tax matters with broad-based experience in the area of tax planning related to domestic and cross-border mergers and acquisitions, including taxable and nontaxable transactions, cross-border investments, financing structures, withholding issues, capital market transactions and securities offerings.
  • He is also a past Chair of the Tax Section of the Houston Bar Association.

Representative Experience

  • Significant experience in advising domestic and international energy companies in connection with upstream, midstream, downstream and oilfield service company transactions.
  • Significant experience in mining and other transactions in the natural resources sector.
  • Represents buyers and sellers of public and private organizations in various types of transactions, including cross-border transactions, taxable and nontaxable stock and asset transactions.
  • Represents clients in connection with tax issues related to acquisition financing structures and debt restructuring transactions.
  • Has worked on a significant number of large inbound oil and gas transactions and has advised numerous clients on tax issues associated with inbound investment structures.
  • Has written numerous articles and is a frequent public speaker at professional conferences.
  • Counseled clients in private equity transactions. Represents investors and companies that have been acquired by private equity funds, providing tax counsel on acquisitions and divestures. Provides counsel on tax matters for  both domestic and foreign funds.
  • Counseled clients in international tax planning. Represents clients in connection with global structure planning and business transactions from a tax perspective.
  • Clients include both U.S. and foreign based multinational businesses.
  • Current and past clients include: Apollo Global Management, LLC, Mitsui & Company, Ltd., Marubeni Corporation, SINOPEC International Petroleum Exploration & Production Corporation, CNOOC, Ltd., Linc Energy, Ltd., Parker Drilling Company, Shell Oil Company, Tokyo Gas Company, Ltd. and Korea National Oil Corporation.

Kevin Morris is a corporate partner in Kirkland’s Chicago office. He concentrates his practice principally in mergers & acquisitions and other complex business transactions, including private equity transactions, leveraged and strategic acquisitions and divestitures of public and private businesses, joint ventures, in-court and out-of-court restructurings, and recapitalizations. Kevin represents a variety of private and public corporations and private equity investors in connection with, among other things, the structuring and negotiation of merger and other acquisition agreements, investment and joint venture transactions, distressed business situations, and significant commercial arrangements. Kevin serves on the Firmwide Diversity Committee, the Chicago Associate Review, Secretarial Review, the Chicago Legal Assistant Review Committee and the Chicago Recruiting Committee.

Mr. Morris serves as the Chicago Chair of the Practising Law Institute’s annual Drafting and Negotiating Corporate Agreements seminar and is a member of the Board of Directors for the Chicago Committee.  He also serves on the Butler University Board of Trustees, where he is a member of the Advancement, Audit and Marketing Committees.

Peter L. Zanolin is Senior Director for Ethics & Compliance at Jabil, Inc, a Fortune 200 global manufacturing solutions provider with over 150,000 employees at 102 locations in 28 countries. Pete is based at Jabil’s headquarters in St. Petersburg, Florida and heads its global investigations. Prior to joining Jabil in June 2017, Pete was a Director at PwC in New York, where he advised cross-industry clients on strengthening their compliance programs. Pete started his career as a prosecutor; first as an Assistant District Attorney in the Brooklyn DA’s Rackets Bureau and then as an Assistant Deputy Attorney General in the New York State Attorney General’s Organized Crime Task Force. Pete then served as Inspector General for New York City’s construction, infrastructure and development agencies. Pete is a graduate of Fordham Law School and Fordham College, and has been proud to co-chair PLI’s Pocket MBA program since 2015.