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Working Capital Adjustments – Eliminating the Guesswork

Speaker(s): Anthony F. Caporrino, Christian A. Matarese, Jonathan D. Vanderveen, Mark E. Thierfelder
Recorded on: Feb. 3, 2016
PLI Program #: 172245

Christian Matarese focuses his practice on mergers and acquisitions and various private equity transactions, and his experience includes domestic, cross-border, private and public company M&A. He also advises on venture capital and joint venture transactions and a variety of other general corporate and business matters. He represents private equity sponsors and their portfolio companies, strategic buyers and sellers and venture capital firms across various industry sectors.

In 2015, Mr. Matarese was named an “associate to watch” for nationwide private equity buyouts by Chambers USA, which noted that “he can manage a large acquisition process and make sure all aspects of a deal are taken care of." In addition, he was a key member of the team that won the LMG Life Sciences "2015 Collaboration Deal of the Year” award for work on behalf of Johnson & Johnson in connection with its strategic partnership with Google Life Sciences to innovate advanced surgical robots. Mr. Matarese was also distinguished as a New York Metro “Rising Star” by Super Lawyers in 2014 and 2015. Prior to that, he received Dechert’s Exceptional Teachers Award in recognition of his “genuine inquisitive spirit, continually seeking to expand upon his awareness and understanding of deal mechanics and market movements — inspiring others to do the same.”

Before joining Dechert, he was a corporate associate in the New York office of an international law firm.

Significant Representations

  • Affiliates of Centre Partners in connection with the sale of Monte Nido Holdings, LLC, a leading provider of treatment for eating disorders and exercise addiction, to Levine Leichtman Capital Partners.
  • Bregal Partners L.P. in connection with its investment in American Seafoods Group, LLC and its affiliates, the largest harvester of wild-caught fish for human consumption in the United States, as part of a broader deleveraging recapitalization.
  • Affiliates of Johnson & Johnson in connection with a strategic collaboration with Google to advance surgical robotics to benefit surgeons, patients and health care systems.
  • Bregal Partners L.P. on its sponsorship of Blue Harvest Fisheries, LLC and the acquisition of a fleet of Virginia-based scallop vessels and related shore assets from Peabody Corp and affiliates.
  • Bregal Partners L.P. on its acquisition of Shock Doctor, Inc., a leading provider of athletic performance and protective equipment, and Shock Doctor, Inc. on its business combination with McDavid, Inc.
  • An affiliate of Quilvest Private Equity on its investment in Crown Health Care Laundry Services, LLC, a full-service health care laundry processor and linen rental company.
  • Bregal Partners L.P. on the formation of Aqua Terra Water Management, L.P., an acquisition and organic growth platform providing water management and disposal services to onshore oilfield customers in North America, and numerous acquisitions of saltwater disposal facilities and related assets throughout the United States and Canada.
  • Bregal Partners L.P. on its acquisition of a leading multi-state provider of community-based residential and behavioral services as well as portfolio company add-on acquisitions, including ReMed Recovery Care Centers, LLC.
  • Bradford Equities Management, L.L.C. on the sale of Professional Plumbing Group, Inc. to Dunes Point Capital.
  • An affiliate of Quilvest Private Equity on its acquisition of National Copper & Smelting, a producer of specialty copper tubing.
  • One Equity Partners on its US$1.1 billion take private of MModal, Inc., a Nasdaq-quoted provider of clinical documentation services and Speech Understanding™ solutions.
  • Inhibitex, Inc., a clinical-stage biopharmaceutical company, on its sale to Bristol-Myers Squibb for US$2.5 billion.
  • Invatec S.p.A., an Italian medical device manufacturer, and its owners on their sale to Medtronic, Inc., a NYSE-listed medical technology company, in a transaction valued at up to US$500 million.
  • K+S A.G., a German DAX-quoted leading supplier of salt products and fertilizers on its US$1.7 billion acquisition of Morton Salt (a transaction ranked as “Highly Commended” in the Financial Times’ 2010 U.S. Innovative Lawyer Report).
  • Beaufour Ipsen Pharma, a French-based global biotechnology care group on its acquisition of Tercica, Inc., a Nasdaq-quoted biopharmaceutical company in a Rule 13e-3 going-private transaction valued at US$663 million.

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


Fairfield University, B.S., 2002, cum laude, Dean’s Merit Scholar, Dean’s List, International Honor Society for Economics, Metro Atlantic Athletic Conference Scholar Athlete

Brooklyn Law School, J.D., 2007, cum laude, Carswell Merit Scholar, Dean’s List, Editorial Board member of the Brooklyn Journal of Corporate, Financial, and Commercial Law, Moot Court Honor Society (Trial & Appellate Divisions)

Bar Admissions/Qualifications

New York


New York City Bar Association

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Mark E. Thierfelder is chair of the firm's corporate and securities group, chair of the global private equity practice and member of the firm’s Policy Committee. He concentrates his practice on private equity transactions and domestic and international mergers and acquisitions throughout North America, Europe and Asia. 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, restructurings, 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.

Over the course of his 25+ year career, Mr. Thierfelder has acted on some of the most significant transactions in the market. In fact, he played a lead role advising on the two largest private equity-backed acquisitions globally in the past three years, according to Thomson Reuters, including his representation of GIC in the acquisition by a Blackstone-led consortium of a majority stake in Thomson Reuters’ Financial & Risk business at an overall valuation of US$20 billion, and his representation of SK hynix as part of a consortium in the US$18 billion acquisition of Toshiba Corporation’s NAND flash memory and solid-state drive business. 

Mr. Thierfelder is consistently recommended by legal directory Chambers USA, where he is listed as a leading lawyer for Corporate/M&A in New York and Nationwide Private Equity Buyouts. In recent editions of Chambers, he has been described as “a businessperson's attorney,” who “has a great sense of deal dynamics and what's really going on,” is “very knowledgeable and understands the nuances involved in everything he handles” and “gets the best deal possible.” Clients have noted he is a “go-to for high-level advice on complex M&A matters" and is "a trusted partner to help navigate not only legal issues, but also business issues that arise during every negotiation." Clients have also commended him as “a fantastic leader” and “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 mergers and acquisitions lawyer for the past eleven years by The Legal 500 (U.S.), which singled him out as an “outstanding business lawyer,” “exceptional strategist” and a “recognized expert in private equity transactions.” The Legal 500 (U.S.) has also stated that he does a “stellar job” with “very good commercial sense” and that clients “value his advice and his commitment greatly.” In addition, Mr. Thierfelder is recognized by the IFLR1000, where he is one of only 36 lawyers in the United States named a Market Leader for Private Equity and M&A.

He is also a frequent speaker and author on mergers and acquisitions and other corporate and securities topics. He has been published or featured by CNBC and Bloomberg Markets as well as in The Deal PipelineNew York Law JournalMergers & Acquisitions magazine, Investment Dealers’ DigestLaw360Private Equity Online and other prominent media outlets. In addition, Mr. Thierfelder was recently selected to attend the Harvard Law School Leadership in Law Firms conference, a six-day intensive program for senior law firm leaders around the world to develop perspectives and skills necessary to be effective law firm leaders.

Mr. Thierfelder has extensive industry experience representing clients in sectors including technology, consumer products, defense, energy, infrastructure, retail, media and communications, healthcare, restaurants, life sciences, fishing, semiconductors, software, manufacturing, financial services 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.

Anthony Caporrino is a Managing Director with Alvarez & Marsal Transaction Advisory Group. With more than fifteen years of transaction-related experience, Mr. Caporrino specializes in coordinating and leading financial accounting due diligence projects for both private equity and strategic buyers.

Mr. Caporrino advises clients on leverage recapitalizations, purchase accounting and analyzing, and supporting purchase price adjustments. He brings extensive experience in analyzing quality of earnings and analyzing costs in acquisitions of divisions of public companies.

Mr. Caporrino has performed financial accounting due diligence projects across numerous industries, including environmental, manufacturing, transportation, retail, branded consumer products, technology, aerospace, distribution, insurance brokerage, medical device and entertainment. He has also led numerous international transactions involving detailed knowledge of International Financial Reporting Standards (IFRS) requirements.  Prior to joining A&M, Mr. Caporrino was a Director with the transaction advisory services unit of Duff & Phelps, LLC, where he assisted in significantly expanding the practice between 2004 and 2006. Previously, Mr. Caporrino was with the transaction advisory services practices of both Ernst & Young and Arthur Andersen in New York. He began his career with the commercial products and services division in the audit and business advisory practice of Arthur Andersen.

Mr. Caporrino earned a bachelor's degree in accounting and economics from Boston College, Carroll School of Management. He is a Certified Public Accountant (CPA) in New York, and is an active member of the American Institute of Certified Public Accountants (AICPA), the New York State Society of Certified Public Accountants and the New York Chapter of the Association for Corporate Growth (ACG).