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Hot Topics in Mergers & Acquisitions 2016


Speaker(s): Alice Belisle Eaton, Ann Beth Stebbins, Anne C. Foster, Audra D. Cohen, Daniel Grabos, Deborah L. Feinstein, Edward J. Reich, Eric L. Schiele, George W. Bilicic, Jeffrey N. Neuman, Jeffrey R. Wolters, Logan M. Breed, Mark E. Plotkin, Matt McClure, Meredith L. Cole, Nicole L. Greenblatt, Phillip R. Mills, Sarkis Jebejian, Stephen R. Goldstein, Ting S. Chen
Recorded on: Oct. 13, 2016
PLI Program #: 150134

Logan Breed has handled many of the most cutting-edge antitrust reviews of mergers and acquisitions since 2002, as well as numerous non-merger conduct investigations and antitrust litigation matters. He has particular experience with issues at the intersection of antitrust and intellectual property law.

Logan's broad industry experience includes computer software and hardware, e-commerce, telecommunications, media and entertainment, consumer products, and defense. He also counsels clients on a wide variety of issues, including joint ventures and other strategic alliances between competitors, antitrust compliance, pricing, distribution, and distributor and dealer relations, and consumer protection matters.

The National Law Journal recognized Logan as a "trailblazer" in the field of antitrust law in 2015. In 2013, Washingtonian Magazine named him one of the top antitrust lawyers in Washington, D.C. Global Competition Review has twice named Logan a finalist for global antitrust lawyer of the year under 40. Logan is ranked in Chambers USA and Legal 500 for antitrust. Logan is an authority in the antitrust bar, serving in the leadership of the American Bar Association Section of Antitrust Law and the International Bar Association Antitrust Committee. He speaks regularly around the world on antitrust issues and has published a number of articles on antitrust and other topics. His published articles have appeared in the Antitrust Law Journal, Antitrust Magazine, MergerMarket, the National Law Journal, various newsletters of the ABA section of Antitrust Law, the Intellectual Property & Technology Law Journal, and the Virginia Journal of International Law.


Ann Beth Stebbins concentrates primarily on mergers and acquisitions. Ms. Stebbins spent eight years in the firm’s London office and has been involved in a variety of cross-border transactions representing acquirers, targets and financial advisors.

Ms. Stebbins’ representative transactions include:

- Amylin Pharmaceuticals, Inc. in its $7 billion acquisition by Bristol-Myers Squibb Company;

- Funds advised by Apax Partners LP in:

· their acquisition of ECI Software Solutions and the North American business of Exact Group B.V.;

· their acquisition of a majority stake in Accenture LLP’s Duck Creek insurance software business;

· their acquisition of a controlling interest in FULLBEAUTY Brands, Inc.;

· their acquisition of Quality Distribution, Inc.;

· their acquisition of Advantage Sales & Marketing from J.W. Childs Equity Partners and its subsequent sale to affiliates of private equity firm Leonard Green & Partners, L.P. and funds advised by CVC Capital Partners Limited; and

· their acquisition of Tivit, a leading technology service provider in Brazil.

- Bally Technologies, Inc. in its $5.1 billion acquisition by Scientific Games Corporation, a supplier of instant-win lottery tickets and a manufacturer of lottery terminals;

- Cineworld Group plc in its $3.6 billion acquisition of Regal Entertainment Group;

- Colfax Corporation in the sale of its fluid handling products to CIRCOR International, Inc. and its acquisition of Victor Technologies Group Inc. from Irving Place Capital;

- Empresas Polar S.A. in connection with the formation of a joint venture with PepsiCo, Inc. and Grupo Embotelladoras Unidas, S.A.B. de C.V. to manufacture and distribute beverages in Mexico;

- Gucci Group N.V. in its successful defense against a hostile takeover attempt by LVMH Moët Hennessy Louis Vuitton S.A.; and its independent directors in connection with Pinault-Printemps-Redoute’s acquisition of the publicly held shares of Gucci; and in numerous acquisitions of European luxury goods companies, including Sanofi Beauté (which includes the Yves Saint Laurent clothing and perfume businesses), Balenciaga S.A., Stella McCartney Ltd., Alexander McQueen Ltd. and Bedat S.A.;

- J. C. Penney Company, Inc. in its acquisition of the Liz Claiborne and Monet trademarks from Liz Claiborne, Inc.;

- Pharmaceutical Product Development, Inc. in its $3.9 billion sale to The Carlyle Group and Hellman & Friedman;

- SeaCube Containers, Ltd. in its $1.7 billion acquisition by Ontario Teachers’ Pension Plan;

- the independent members of the board of directors of Time Warner Cable Inc. in its acquisition by Charter Communications; and

- WABCO Holdings Inc. in its pending $7 billion acquisition by ZF Friedrichshafen AG.

Ms. Stebbins lectures and participates in seminars on topics related to her practice. She was recognized as an Outstanding Women Leader by Georgetown University Law Center and was the 2018 recipient of the John Carroll Award, the highest honor bestowed upon a Georgetown alumnus. She also has been named as a Woman Dealmaker of the Year by The M&A Advisor and has been named in Lawdragon 500 Leading Lawyers in America.


Audra Cohen is co-Managing Partner of the Firm’s General Practice Group globally and serves as a co-head of the Firm’s Consumer & Retail and Power and Utility Groups. She has extensive experience representing clients on a broad range of merger and acquisition transactions, including public company mergers, private company transactions and spinoffs, and advising boards of directors on corporate governance and activism matters. As an active member of the Firm’s management and administration, Ms. Cohen also serves on the Firm’s Diversity Committee.

Selected clients include: Andeavor, AT&T, Avon Products, C&S Wholesale Grocers, Collective Brands, Connecticut Water Service, Diageo, Dynegy, Intercontinental Exchange, Kraft Foods Group, LSC Communications, NBTY, Panera Bread, Pepco, Quality Care Properties, Ron Shaich, RR Donnelley & Sons, Wachovia Corporation and ZF Friedrichshafen. 

Selected Recognitions

  • New York Super Lawyers – “Top Woman Attorney in New York” (2016-2018) and a leading lawyer for M&A (2006-2018)
  • The American Lawyer – co-leader of S&C team advising on 2016 “Deal of the Year” – Kraft merger with Heinz (2016)
  • Euromoney Legal Media Group Expert Guides, Women in Business Law – Leading Practitioner, Mergers & Acquisitions (2014)

Selected Publications and Speaking Engagements

  • “Public Company M&A Deals,” 37th Annual Federal Securities Institute, Miami, FL, February 2019 (Panelist)
  • “Deal Activism: How Dealmakers Can Prepare for and Respond to Activist Campaigns Against M&A Transactions,” PLI’s Preparing for Shareholder Activism: What You Need to be Doing Now 2018, New York, NY, November 2018 (Panelist)
  • “M&A Roundup: Today’s Deal Landscape,” PLI’s 49th Annual Institute on Securities Regulation, New York, NY, November 2017 (Panelist)
  • “Top Ten Regulatory Considerations for Executing Consumer and Retail Deals,” Bloomberg BNA (co-author) (October 2016)

Education

George Washington Law School, J.D. 1992
University of Washington, B.A. 1989


Debbie Feinstein heads the firm's Global Antitrust group, and brings a wealth of experience to her practice in advising clients on a range of antitrust challenges before US antitrust authorities. She recently re-joined the firm from the US Federal Trade Commission (FTC), where she was Director of the Bureau of Competition. In that capacity, she was responsible for supervising the investigation and enforcement of the US antitrust laws against anticompetitive mergers and conduct. During her tenure from 2013 to 2017, the FTC had substantial litigation success and a number of major merger wins, including challenges to Sysco Corp.'s acquisition of rival US Foods Inc., and Staples Inc.'s merger with Office Depot Inc. She had previously served at the FTC from 1989 to 1991 as Assistant to the Director of the Bureau of Competition and Attorney Advisor.

Throughout her career, Ms. Feinstein has focused on merger and acquisition reviews by antitrust enforcement agencies in the United States and globally, as well as civil investigations and litigation. Her industry experience is broad, and includes retail, food, consumer products, healthcare, chemicals, and automotive parts, among others. She was an associate at Arnold & Porter from 1987 to 1989 and from 1991 to 1995. Later, as a partner, she led the firm's US Antitrust group from 2010 to 2013.

Ms. Feinstein has been consistently lauded as a leading practitioner by Chambers USA and other ranking publications. The National Law Journal named her one of the most influential women lawyers in America and Global Competition Review recognized her as global "Lawyer of the Year" and named her to its international list of the "Top 100 Women in Antitrust." She has also been ranked by Super Lawyers as being among the top 50 women lawyers in Washington, DC.


Eddie Reich is a member of Dentons' Litigation and Dispute Resolution practice. He has handled all phases of matters in courts and alternative dispute resolution forums across the country and has tried cases and argued appeals in both state and federal courts.

Eddie serves as Dentons' US General Counsel. He also is a chair of the firm's legacy Lawyers' Professional Liability practice, which represents lawyers and law firms on a wide variety of legal and ethical issues. He has substantial experience in law firm risk management, ethics compliance and law firm insurance issues, and represents lawyers and law firms in litigation matters and other disputes.

His practice otherwise consists of diverse civil and commercial matters, including insurance litigation, employment litigation and trade secrets litigation, business and contractual disputes and ERISA.

He also speaks widely on a variety of topics, including legal ethics, attorney-client privilege and e-discovery.

Experience

Eddie serves as coordinating counsel for the Prudential Insurance Company of America in connection with the enforcement of the class action settlement in In re The Prudential Insurance Company of America Sales Practices Litigation, entered in the US District Court for the District of New Jersey. He supervises attorneys throughout the country and has enjoined dozens of class members from violating the class settlement. He has argued successfully in the US Court of Appeals for the Third Circuit in defense of the class settlement. He defends Prudential against allegations of improper life insurance sales practices.

Eddie represented former CBS Evening News anchor Dan Rather in his litigation against CBS Corporation and others.

Eddie represented Royal Indemnity Company in the highly publicized property insurance coverage dispute arising from the destruction of the World Trade Center, in which Royal prevailed against Silverstein Properties with respect to a significant portion of its coverage. He served as co-trial counsel in two federal trials and played a key role in the valuation phase of the dispute.

Eddie successfully defended a prestigious law firm in a federal court action alleging violations of ERISA and other claims.

Insights

Activities and Affiliations

Prior and Present Employment

Prior to joining Dentons, Eddie was associated with Cooperman Levitt Winikoff Lester and Newman, P.C. 


Eric Schiele is a corporate partner in the New York office of Kirkland & Ellis LLP. His practice primarily encompasses public and private mergers and acquisitions and board advisory work, including hedge fund activism defense.

Eric has been repeatedly recognized as a leading lawyer in mergers and acquisitions. He was recognized for his M&A work by Chambers USA: America’s Leading Lawyers for Business from 2015 through 2019 and was highlighted by clients as “absolutely terrific” and “thorough, wise, always available and very results oriented.” Eric was also recognized by IFLR1000 from 2015 through 2019 and was named to Lawdragon’s list of the “500 Leading Lawyers in America” in 2016 and 2017. He has also been recognized by The Legal 500 for his transactional work in the media and entertainment industry in 2017 and 2018, for his transactional work on mergers & acquisitions in 2018 and 2019, for his transactional work in the telecoms and broadcast industry in 2014 and 2017, for his transactional work in the technology industry in 2015 and for his skill in the capital markets arena from 2011 through 2013.

Eric is a frequent speaker on M&A topics, including co-chairing PLI’s Hot Topics in Mergers and Acquisitions conferences from 2014–2019 and chairing its Shareholder Activism conference in 2016, 2018 and 2019. Eric received his J.D. at The University of Texas School of Law and his B.A. from Ohio Wesleyan University.


Mark Plotkin is a partner in the Washington, DC office of Covington & Burling.   He has been named a Dealmaker of the Year by The American Lawyer, a Most Valuable Player by Law 360, and a Regulatory and Compliance Trailblazer by The National Law Journal.  He also is top-ranked both nationally and globally by Chambers and Partners for his expertise in representing clients before the Committee on Foreign Investment in the United States (CFIUS) as well as for his three decades of experience in handling sophisticated financial services and privacy matters.

In the national security arena, Mr. Plotkin represents clients before the Committee on Foreign Investment in the United States (CFIUS) in obtaining approval for foreign investments in the United States.  He has negotiated some of the most significant, complex and sensitive national security mitigation agreements with the U.S. government since the terrorist attacks of September 11, 2001.  To date, Mr. Plotkin has handled transactions with an aggregate market value of well over $200 billion, including many involving advanced weapons systems, classified intelligence activities, and sensitive homeland security features.  Mr. Plotkin works regularly with senior officials of the Departments of Justice, Homeland Security and Defense, the Federal Bureau of Investigation, the National Security Agency, and other members of the defense and intelligence communities.

His diverse range of clients has included defense contractors such as Northrop Grumman and Raytheon; technology giants such as Microsoft and Verizon; private equity firms such as The Carlyle Group and KKR; sovereign funds and state owned enterprises in Bhutan, China, Israel, Singapore and the United Arab Emirates; financial and investment firms, including American Express and Goldman Sachs; multinational oil companies such as Shell and Exxon-Mobil; media firms such as Publicis and Thomson-Reuters; and consumer product companies such as Starbucks and Procter & Gamble.

Mr. Plotkin is an adjunct professor at Georgetown University Law Center, where he teaches a course on national security law.  He has testified before Congress, Congressional commissions and the Uniform Law Commission.  Mr. Plotkin joined Covington in 1987 after graduating summa cum laude from Yale College and with honors from Harvard Law School.  He is a member of the Council on Foreign Relations.


Meredith L. Cole, CFA, heads the Investor Relations/Analytics practice.  Working with shareholders, custodians, central depositories and vote execution services on numerous solicitations for over 20 years, she has developed an expertise in global voting systems and the custodial chain of shareholdings. Her in-depth knowledge of DTC settlement trends and activist trading patterns enables Innisfree to accurately monitor shareholder trading activity and to identify potentially hostile positions and, where activist accumulations lead to full-blown proxy contests, to work with issuers to develop a specifically targeted outreach/solicitation strategy to maximize the probability of success.

Recent activist situations she has worked on include: the defense of ADP in its proxy contest against Pershing Square; Qualcomm in its proposed acquisition of NXP Semiconductor and simultaneous defense of an unsolicited proposal by Broadcom; the successful merger vote at Samsung C&T over the opposition of Elliott Associates; the defense at DuPont against the proxy contest waged by Trian Partners; the defense at Allergan against the unsolicited offer by Valeant Pharmaceuticals and Pershing Square Capital Management; the proxy contest by Third Point LLC at Sotheby’s; the acquisition of Dell Inc. by Michael Dell and Silver Lake Management despite opposition by Carl Icahn and Southeastern Asset Management; the defense at Agrium against JANA Partners’ proxy contest; and the defense at Oshkosh Corporation against a proxy contest and unsolicited tender offer by Carl Icahn.

Ms. Cole received a B.S.B.A. with a concentration in finance from Georgetown University. She holds the Chartered Financial Analyst® designation and is a member of the CFA Society New York, National Investor Relations Institute, and New York Society of Securities Analysts.

 


Nicole Greenblatt represents debtors, creditors, equity holders and investors in all aspects of complex corporate restructurings, including Chapter 11 cases, out- of-court restructurings and special situation investments or acquisitions. Nicole’s practice includes advising clients with respect to business operations in Chapter 11, advising senior managers and boards of directors of financially troubled companies with respect to restructuring strategies; providing advice relating to mass tort and environmental liabilities of financially troubled companies; providing advice, negotiating and structuring financings and other commercial transactions; and advising clients seeking to purchase businesses and related assets out of Chapter 11 proceedings. Nicole has a broad range of experience across a number of industries and has represented clients in multi- jurisdictional and cross-border matters.

Most recently, Nicole was selected by Law360 as one of nine Bankruptcy “Rising Stars for 2015” in its list of top attorneys under 40. Chambers USA, America’s Leading Lawyers for Business also recognized Nicole as a leading lawyer in its 2014-2016 editions, applauding her as “passionate, smart and [with] the right balance of aggression and consensual deal-making ability.” Sources praised Nicole in the 2015 edition as being an “intelligent and effective practitioner.” Nicole has been recognized in the New York Times Magazine as one of the New York metro area’s Outstanding Young Women Lawyers (May 2014) and by Super Lawyers magazine as a “Rising Star” in the area of bankruptcy and creditor rights (2013-2014). Nicole recently acted for an ad hoc committee of noteholders in connection with the restructuring of Arcapita Bank, which was recognized by The American Lawyer as the 2014 Global Finance Deal of the Year: Restructuring and Insolvency (Middle East). The Chapter 11 cases of The Reader’s Digest Association, Inc. and Tronox Incorporated, where Nicole acted as one of the lead restructuring partners, were both selected by Turnarounds & Workouts as two of the top ten “Successful Restructurings of 2010.” The Reader’s Digest was also recognized by the Global M&A Network as “Large Pre-Packaged Reorganization of the Year” at their Turnaround Atlas Awards in 2011. In 2011, Nicole was also selected as one of the top thirty nominees nationwide to participate in the inaugural Next Generation Program at the National Conference of Bankruptcy Judges, which was designed to attract up-and-coming bankruptcy attorneys who will become the leaders of the next generation of practitioners.

Representative Matters

  • Caesars Entertainment Operating Co. Inc.: Representing Caesars Entertainment Operating Co. Inc. (“CEOC”) in its Chapter 11 restructuring. CEOC, a majority owned subsidiary of Caesars Entertainment Corporation, provides casino entertainment services and owns, operates or manages 44 gaming and resort properties in 13 states of the United States and in five countries primarily under the Caesars, Harrah's and Horseshoe brand names. CEOC and its debtor subsidiaries had more than $18.4 billion in funded debt obligations as of the commencement of their Chapter 11 cases.
  • Sbarro Inc.: Represented Sbarro Inc. and its affiliates in their second Chapter 11 cases in the Southern District of New York. Sbarro is the world’s premier owner, operator and franchisor of Italian quick service restaurants and the largest mall- focused restaurant concept in the world, with more than 5,000 employees and 1,000 restaurants in 42 countries.
  • OGX Petroleo e Gas: Acted as U.S. counsel to the oil and gas company controlled by Eike Batista in connection with its pending bankruptcy in Rio de Janeiro.
  • Physiotherapy: Represented Physiotherapy, a leading provider of outpatient rehabilitation services and the largest provider of outpatient physical therapy services in the United States, in its prepackaged Chapter 11 cases. Physiotherapy’s prepackaged plan of reorganization reduced its total funded indebtedness by 62%, from $375 million to $144 million, and provided the company with long-term financing and access to incremental funding to support the company’s go-forward business needs.
  • Avis Budget Group, Inc.: Represented Avis Budget Group in connection with the purchase of certain airport concession agreements from Simply Wheelz LLC d/b/a Advantage Rent-A-Car through a Chapter 11 sale process supervised by the United States Bankruptcy Court for the Southern District of Mississippi.
  • Revel AC, Inc.: Represented Revel AC, Inc. and certain of its affiliates (“Revel”) in all aspects of its original prepackaged Chapter 11 reorganization proceedings before the United States Bankruptcy Court for the District of New Jersey.  Kirkland assisted Revel in deleveraging its balance sheet by 82 percent, by converting approximately $1.2 billion of debt into equity, pursuant to a prepackaged plan of reorganization supported by a majority of Revel’s lenders. Kirkland also assisted Revel in obtaining $250 million in debtor-in-possession financing, and securing approximately $360 million in exit financing.
  • Metro Fuel Oil Corp.: Represented Metro Fuel Oil Corp. and 9 of its affiliates in their Chapter 11 cases in the Eastern District of New York. Metro supplies and delivers bioheat, biodiesel, heating oil, ultra low sulfer diesel fuel, natural gas and gasoline throughout the New York Area. The company used Chapter 11 to complete a sale pursuant to Section 363 of the Bankruptcy Code.
  • Arcapita Bank Ad Hoc Committee: Represented the interests of an ad hoc committee of debt holders under a Shariah compliant Murabaha facility in the Chapter 11 cases of Arcapita Bank. Worked constructively with the official committee of unsecured creditors to develop and implement a consensual Chapter 11 plan.
  • United Retail Group: Represented United Retail Group, Inc. and its subsidiaries in their Chapter 11 cases. United Retail is a leading retailer of trend-right fashions for plus-size women under the Avenue brand. The company used Chapter 11 to exit unprofitable store locations and sell substantially all its assets to affiliates of Versa Capital pursuant to Section 363 of the Bankruptcy Code.
  • Vista Equity Partners:  Represented Vista Equity Partners in connection with its purchase of CDC Software in a court-supervised sale process in the United States Bankruptcy Court for the Northern District of Georgia. Vista acted as the “stalking-horse” purchaser in a sale conducted pursuant to Section 363 of the U.S. Bankruptcy Code and was approved by the Bankruptcy Court as the winning bidder in March 2012.
  • The Reader’s Digest Association, Inc.: Represented The Reader’s Digest Association Inc. (RDA) and its affiliates, a global multi-brand media and direct marketing company with more than 130 million customers in 78 countries, in their 2010 pre-arranged Chapter 11 cases. In less than six months in bankruptcy, the company reduced its total debt by more than 75 percent, from more than $2.2 billion to $525 million and achieved several operational restructuring initiatives. RDA was the first company in five years to refinance its exit debt through a high yield bond offering, which was completed simultaneously with the Chapter 11 exit.
  • Tronox Incorporated: Represented Tronox and its affiliates, a leading manufacturer and marketer of titanium dioxide pigment, electrolytics and specialty chemicals, in their complex Chapter 11 cases, where Tronox successfully restructured and resolved massive environmental liabilities through one of the largest environmental settlements in bankruptcy history.
  • Integra Telecom Inc.: Represented Integra Telecom Inc., a facilities-based, integrated communications provider for business, in its balance sheet restructuring, which resulted in all of Integra’s senior secured second lien operating company debt and unsecured parent company debt being converted into common equity and reduced Integra’s total debt from almost $1.3 billion to approximately $600 million.
  • Pierre Foods, Inc.:  Represented Pierre Foods, Inc. and its affiliates, a leading manufacturer, marketer and distributor of high quality, differentiated food solutions, in their Chapter 11 cases.
  • Tecumseh Products Company: Represented the company, a leading manufacturer of engines, compressors, and related products, in a series of out-of- court restructuring and sales transactions.
  • Armstrong World Industries, Inc.: Represented Armstrong in its complex, six-year, mass tort Chapter 11 case. Following contested confirmation proceedings, including an appeal to the United States Court of Appeals for the Third Circuit, Armstrong successfully implemented a plan of reorganization channeling asbestos-related claims to a Section 524(g) trust. Nicole was involved in all aspects of the day-to-day administration of the Chapter 11 case, with a particular emphasis on plan related matters, environmental issues, employee benefit and retention programs, insurance matters and claims reconciliations.
  • Footstar, Inc.: Represented Footstar and thousands of its store corporations in a complicated multi-year restructuring, involving the immediate shut down of the Just-for-Feet store chain, the sale of the Footaction chain to Foot Locker for $300 million and the reorganization around the company’s Kmart shoe business. The company successfully emerged from bankruptcy following litigation with Kmart and paid all creditors in full with a significant recovery to stockholders.
  • Premium Papers:  Represented major creditor, equity holder and former owner of paper mill in connection with the Chapter 11 cases of the mill purchasers.

Education

Fordham University School of Law, J.D., 2002

  • cum laude

University of Michigan, Ross School of Business Administration, B.B.A., Economics, 1999

  • With Distinction

Admissions & Qualifications

  • 2003, New York

Courts

U.S. Bankruptcy Court for the Southern District of New York

U.S. Bankruptcy Court for the Eastern District of New York

Memberships & Affiliations

Turnaround Management Association

American Bankruptcy Institute

New York City Bar Association

  • Bankruptcy Committee

Publications

“Chapter 15 Denied - The Impact of ‘Bear Stearns’”, The New York Law Journal, October 2007 (co- author)

“Mass Tort Chapter 11 Cases” chapter in Weil, Gotshal & Manges Reorganizing Failing Businesses, updated in 2006 (co- author)

“District Court Addresses Parameters of Section 1146 of the Bankruptcy Code,” Weil, Gotshal

& Manges Bankruptcy Bulletin, June 2006; re-published in Pratt’s Journal of Bankruptcy Law, December 2006

“Ninth Circuit Declines to Determine Whether Creditors’ Motivation is Relevant to Court's Consideration of Creditors’ Request for a Substantial Contribution Award,” Weil, Gotshal & Manges Bankruptcy Bulletin, October 2004


Sarkis Jebejian is a corporate partner in Kirkland’s New York office and focuses his practice primarily on mergers and acquisitions, governance and other general corporate counseling, including shareholder activism defense. Sarkis’s clients include Accenture, Bain Capital, Infineon Technologies, Lazard, Moelis & Co., Nexstar Media, Spectrum Brands, Vista Equity Partners and WellCare Health Plans.

Sarkis has been repeatedly recognized as one of the country’s leading practitioners in mergers and acquisitions. From 2013 to 2019, Chambers USA recognized him as among the best lawyers in the country for Corporate/M&A and he was highlighted by clients for being “very responsive and thoughtful,” while Chambers Global mentioned he is “always offering a practical approach to solving problems, and has excellent domain experience.” He was chosen by Law360 as a 2017 MVP for being “at the forefront of some of the biggest transactions in the past year.” He was also recognized in the 2009–2010 and 2013–2019 editions of The Legal 500 U.S.

Sarkis is a member of the Board of Trustees and Secretary of Carnegie Hall, which is dedicated to presenting extraordinary music to the widest possible audience with performances, educational programs and the cultivation of new artists. Sarkis received his J.D. from Columbia Law School and his B.A. from Columbia College.


Stephen Goldstein is a Senior Managing Director of Evercore’s Restructuring and Debt Advisory Group. He joined Evercore in 2012.

 Mr. Goldstein has advised corporate clients and creditor groups in a broad range of restructuring, reorganization and capital raising transactions.  Specifically, Mr. Goldstein has significant experience in Chapter 11 and out-of-court restructurings, as well as raising debt and equity capital in traditional and distressed situations.  Mr. Goldstein has represented clients across a diverse variety of industries, including energy, heavy building materials, real estate, TMT (telecom/media/technology), health care and consumer products.  Selected client engagements include advisory work for  Altegrity, C&J Energy Services, Charter Communications, Education Management Corporation, Energy Future Holdings, iStar Financial, Jacuzzi Brands, Masonite, Preferred Sands, Primus Telecommunications, Spanish Broadcasting Systems, The Great Atlantic & Pacific Tea Company, U.S. Concrete, U.S. Xpress, WCI Communities, W&T Offshore and White Birch Paper.

 Prior to joining Evercore, Mr. Goldstein was a Managing Director in the Financial Restructuring Group at Lazard Freres & Co., where he had worked since 2002.  Prior to Lazard, Mr. Goldstein served in several investment banking positions at Thomas Weisel Partners and its predecessor firm, Montgomery Securities.  Mr. Goldstein began his career as an attorney at Morgan, Lewis & Bockius, where he specialized in securities law and mergers and acquisitions.

 Mr. Goldstein has a J.D. from New York University School of Law and a B.A. (with distinction) from Cornell University.


Ting S. Chen is a partner in Cravath’s Corporate Department. Her practice focuses on mergers and acquisitions, corporate governance, and activism and takeover defense.

Ms. Chen’s clients have included Avon, BDT Capital Partners, British American Tobacco, DHT, DreamWorks Animation, Goldman Sachs, Honeywell, IBM, InterMune, JPMorgan Chase, Kraft, Lundbeck, OneBeacon Insurance, Pitney Bowes, Qualcomm, Starbucks, The Washington Post, White Mountains Insurance and Zale Corporation.

Ms. Chen has been recognized for her work in mergers and acquisitions by The Legal 500 and IFLR1000. In 2019, she was included in Crain’s New York Business’s list of “Notable Women in Law.” In 2017 and 2018, Ms. Chen was named a “Next Generation Lawyer” in the media and entertainment arena by The Legal 500. In 2015, Ms. Chen was named a “Rising Star” by Law360, recognizing her as one of eight outstanding merger and acquisition lawyers in the nation under the age of 40.

Ms. Chen was born in Taipei, Taiwan. She received an A.B. summa cum laude from Harvard University in 2003, where she was elected to Phi Beta Kappa, and a J.D. from Stanford Law School in 2006. Ms. Chen joined Cravath in 2006 and became a partner in 2014.


A partner in the Bankruptcy & Corporate Reorganization Department, Alice advises creditor and debtor clients in corporate reorganizations and bankruptcies, with a focus on postpetition financings, exit financings and related transactions. Her recent company-side matters include advising Expro Holdings, Performance Sports Group and Foresight Energy LP, and recent creditor-side experience includes advising stakeholders in Exide Technologies and an informal committee of certain holders of secured and unsecured notes of Chassix Inc. and Chassix Holdings, Inc.

Chambers USA recognizes Alice for her “rare combination of bankruptcy and financing experience” in dealing with distressed companies in major chapter 11 cases and The Legal 500 writes that Alice’s “ease in grasping complex structures make her the perfect lawyer to attack difficult restructuring issues.” She is also recognized by The Best Lawyers in America for her work in Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization Law. Alice was selected by Law360 to its list of Rising Stars for 2011, recognizing her as a legal talent under the age of 40, notably in connection with the successful bankruptcies of AbitibiBowater and CIT Group Inc.

Alice’s matters are routinely recognized by industry publications and associations. The M&A Advisor recently selected the restructuring of BPS US Holdings and its debtor affiliates (the Performance Sports Group restructuring) as its “Restructuring of the Year ($500M-$1B)” in its 10th Annual International M&A Awards. The Turnaround Management Association has honored Alice in two awards; 2018 “Transaction of the Year: Large Company” for her work on Performance Sports Group’s chapter 11 case, as well as 2016 “Turnaround of the Year: Mega Company” for her work on behalf of Chassix Holdings Inc. debtholders. The Financial Times has recognized Alice’s work on a number of restructurings in its annual report on “U.S. Innovative Lawyers,” including “Highly Commending” her work on behalf of the Ad Hoc Committee of Dynegy Bondholders (2012) and CIT Group bondholders (2010), and “Commending” her work on the successful restructuring of AbitibiBowater (2011).

Alice received her J.D. from New York University School of Law and graduated summa cum laude from Bowdoin College.


Jeff has practiced corporate law for twenty-five years, serving as “Delaware counsel” on hundreds of transactions involving venture-backed companies, as well as public corporations and Delaware entities generally. He has been involved in some of the most important litigation involving venture-backed companies, including the Benchmark, Watchmark and Thoughtworks cases.  Jeff has been a frequent speaker at VCGC meetings, law firms, ABA meetings and PLI conferences, and has taught courses on corporate law at University of Pennsylvania Law School and Villanova Law School.

Jeff is an editor of the leading treatise Delaware Corporation Law and Practice (Matthew Bender); his recent articles include Private Company Financings:  Delaware Court Provides Guidance for Boards and Venture Funds, Delaware Law Pitfalls in IPOs, Breacher Beware:  Contract Damages in Delaware M&A Decisions, and Running a Proper Independent Committee Process.


Jeff is currently responsible for all legal aspects of Honeywell’s compliance with Securities and Exchange Commission (SEC) and New York Stock Exchange rules and regulations, corporate governance, investor relations, corporate transactions, including mergers and acquisitions, and corporate IP functions such as trademark licensing.   Jeff works in Honeywell’s Morristown, NJ headquarters reporting to Honeywell’s General Counsel, Katherine L. Adams.

Prior to assuming his current role, Jeff held a variety of positions in Honeywell’s law department:

 

  • From 2008-2012, General Counsel of Honeywell Performance Materials and Technology (PMT), a $6 billion diversifiedchemicals business and one of four Strategic Business Units which comprise Honeywell International Inc.
  • From 2005 – 2008, General Counsel of Honeywell Fluorine Products, a $1 billion business unit within PMT that manufactures and sells refrigerants and blowing agents.
  • From 2002 – 2005, Assistant General Counsel, Honeywell International Inc., responsible for the legal aspects of all merger and acquisition transactions within Honeywell.

 

Prior to joining Honeywell, Jeff was an associate with Davis Polk & Wardwell, a law firm based in New York City.  At Davis Polk, Jeff focused primarily on mergers and acquisitions transactions representing a broad range of clients.  In 1998 and 1999, Jeff was posted to Davis Polk’s Frankfurt, Germany office where he worked on both European public offerings and cross-border mergers and acquisitions.  Jeff joined Davis Polk after graduating from Northwestern University Law School in June 1996.

Before going to law school, Jeff received an MA in Asian Studies from Harvard University, focusing on the political economy of Japan.  At Harvard, Jeff also worked at the Harvard Business School writing cases for finance and general management professors.

Before returning to academia at Harvard, Jeff was an investment banker for 7 years with Merrill Lynch.  During his career with Merrill Lynch, Jeff worked in the firm’s New York, Sydney, London and Tokyo offices. 

Jeff graduated from Wesleyan University in 1984, earning a BA in History.  He is a native of Saint Louis, Missouri and currently lives on the upper west side of New York City with his wife, Cynthia, and two sons, Julian (age 17) and Gabriel (age15).


Matt is co-head of Mergers & Acquisitions (M&A) in the Americas.

Previously, he was head of Industrials M&A within the Investment Banking Division. He joined the US Industrials Group in 2003 after working for several years in the UK Advisory group in London. Matt joined Goldman Sachs in 1999 as an associate and became a vice president in 2002. He was named managing director in 2007 and partner in 2010.

Matt earned an LLB Honours degree in Law from the University of Edinburgh and is a qualified chartered accountant in the United Kingdom.


Mr. Bilicic heads the Firm’s Midwest investment banking business and global efforts in power, energy and infrastructure. In addition, he serves as a member of the Firm’s Investment Banking Committee and Deputy Chairpersons Committee. Other than his time at KKR (see below), Mr. Bilicic has been at Lazard since March 2002.

From May 2008 to October 2008, Mr. Bilicic served as a Managing Director and Head of Infrastructure at KKR. At KKR, Mr. Bilicic was responsible for initiating and leading KKR’s global infrastructure investing efforts and contributing to other areas, especially alternative energy and power. During his time at KKR, Mr. Bilicic served on the Infrastructure Investment Committee and led teams that considered investments in airports, ports, surface transportation, utilities and power, alternative energy, midstream infrastructure, social infrastructure and infrastructure conglomerates.

Previously, Mr. Bilicic had been a Partner in the law firm of Cravath, Swaine & Moore from 1995. He joined Cravath as an associate in 1989. Mr. Bilicic’s diverse corporate practice at Cravath primarily focused on mergers and acquisitions, but also included bank financings, joint ventures, public offerings, project finance and swaps and other derivatives. Mr. Bilicic left the Cravath partnership, effective January 2001, to begin his investment banking career at Merrill Lynch where he was a Managing Director in the Mergers & Acquisitions Department focused on power and energy clients.

After graduation from Georgetown University Law Center, Mr. Bilicic served in a clerkship with the Hon. Murray M. Schwartz (Chief Judge, U.S. District Court for the District of Delaware). Mr. Bilicic was an Articles Editor of the Law Journal at Georgetown University Law Center.

Mr. Bilicic developed a strong interest in the infrastructure area beginning at DeSales University where his senior thesis was entitled “The Federal Role in Infrastructure Revitalization,” and, among other things, recommended a national capital budget as a fiscally prudent measure to address the nation’s decaying infrastructure. At DeSales University, Mr. Bilicic also played varsity basketball and was co-captain for two years along with serving as the editor of the school’s newspaper.

In addition to his membership on the Polaris Industries Board of Directors, Mr. Bilicic serves on the Board of Directors of Georgetown University Law School and the Museum of Science and Industry and is a member of the Civic Committee of the Commercial Club of Chicago.

Mr. Bilicic and his wife, Laura, reside in Chicago and have four sons, William (20), Christopher (20), Henry (17) and Peter (11).

DeSales University, B.A. summa cum laude
Georgetown University Law Center, J.D. magna cum laude, Order of the Coif


Mr. Mills is a partner in Davis Polk’s Mergers and Acquisitions Group, advising on domestic and cross-border transactions for public and private companies across all industries. He also advises on stockholder activism, corporate governance, fiduciary duties and takeover defense.

Work Highlights

  • PartnerRe’s contested merger of equals with AXIS Capital and subsequent sale to EXOR
  • Emerson’s:
    • Disposition of its network power and power transmission solutions businesses
    • Acquisition of Pentair’s Valves & Controls business
    • Successful hostile acquisition of Chloride Group plc
  • Heineken’s acquisition of Brasil Kirin from Kirin
  • MHR Fund Management with respect to Lions Gate Entertainment and its acquisition of Starz
  • Royalty Pharma’s hostile bid for Elan
  • Mitsubishi Leasing’s acquisition of Jackson Square Aviation
  • Dalian Wanda’s acquisition of AMC Entertainment
  • Cigna’s acquisition of HealthSpring
  • Citigroup’s rescue transaction with Wachovia
  • Various transactions for Emerson Electric, Comcast, Roche and ImClone Systems
  • Financial advisory assignments for J.P. Morgan, Morgan Stanley, Deutsche Bank and Lazard

Recognition

Mr. Mills is recognized for his work in the legal industry:

  • The American Lawyer – “Dealmaker of the Week,”2015 and 2011

He is consistently recognized as a leading M&A lawyer in several legal industry publications, including:

  • Chambers Global
  • Chambers USA
  • IFLR1000

Of Note

Current Memberships

  • Member, American Intellectual Property Law Association
  • Member, American Bar Association
  • Member, New York City Bar

Past Membership

  • Trustee, The Cathedral School, 2006-2009
  • Member, Board of Directors, Foreign Policy Association
  • Member, Executive Committee, Foreign Policy Association

PROFESSIONAL HISTORY

  • Partner, 1993-present
  • Associate, 1986-1993

Bar Admissions

  • State of New York

Education

  • B.Com., University of Queensland, 1980
  • LL.B., University of Queensland, TC Beirne School of Law, 1982
    • First Class Honours


ANNE C. FOSTER has over thirty years of experience representing clients in corporate and commercial litigation matters, including the representation of corporations, members of boards of directors, and substantial stockholders in litigation concerning mergers and acquisitions, corporate governance, and fiduciary duties. She also advises clients regarding indemnification and advancement issues and other matters relating to the General Corporation Law of the State of Delaware. Anne has also represented numerous clients in special committee matters, including investigations in response to stockholder demands and regarding compliance issues.

Anne is a member of the American Law Institute, and has served as a panelist and board member of the Weinberg Center on Corporate Governance at the University of Delaware.  A frequent speaker on issues relating to corporate litigation and ethics, she has co-taught classes at Columbia Law School and the University of Pennsylvania Law School.  Anne is a certified mediator with the Delaware Superior Court.


Mr. Grabos has been an investment banker for over 20 years and has spent nearly all those years at J.P. Morgan.  Currently, Mr. Grabos is a Managing Director in J.P. Morgan’s Mergers & Acquisitions Group in New York. He is responsible for advising management teams and boards of directors on a variety of M&A-related transactions within the Diversified Industries sectors. Prior to his current role, Mr. Grabos held various roles within Investment Banking Coverage and Syndicated Leverage Finance with a particular focus on private equity transactions.  In addition to spending many years in the U.S., Mr. Grabos spent seven years in J.P. Morgan’s M&A Advisory Group in London originating and executing transactions.
 
Mr. Grabos received a Masters in Business Administration from Columbia University in New York and London Business School in London. Mr. Grabos received a Bachelor of Science from the Carroll School of Management, Boston College.
 
Mr. Grabos is a dual citizen of the United States and Great Britain.