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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.

Education

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
Connecticut

Memberships

New York City Bar Association

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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


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).