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Doing Deals 2017: The Art of M&A Transactional Practice


Speaker(s): Igor Kirman, Jane Greyf, Jane Morgan, Kevin Costantino, Kevin Miller, Louis Goldberg, Paul J. Shim, Raymond Gietz, Stephen M. Kotran, Stephen S. Coats, Trevor S. Norwitz, Wilson Chu
Recorded on: Mar. 8, 2017
PLI Program #: 180847

Igor Kirman is a partner in the Corporate Department at Wachtell, Lipton, Rosen & Katz, where he focuses primarily on mergers and acquisitions, activism and takeover defense, corporate governance and general corporate matters. He has advised public and private companies, as well as private equity funds, in connection with mergers and acquisitions, divestitures, leveraged buyouts, joint ventures, cross-border deals, shareholder activism, takeover de-fenses and corporate governance matters.

Mr. Kirman is a frequent speaker at professional conferences, and has written articles in numerous professional publications on topics relating to mergers and acquisitions and corporate governance. He has been frequently recognized for achievement by professional organizations such as Chambers USA, New York Superlawyers, Who’s Who Legal and Best Lawyers in America.  He was twice named as Dealmaker of the Year by American Lawyer (2006 and 2015).

Mr. Kirman is the author of a book, "M&A and Private Equity Confidentiality Agreements" (Aspatore). He is the chair of the Practising Law Institute's annual "Doing Deals" program in New York and teaches a course on M&A as an adjunct at Columbia Law School.  He also serves on the Advisory Board of the Practical Law Company and on the Mergers & Acquisitions Advisory Board of Strafford Publications. 

Mr. Kirman received a B.A. in Ethics, Politics and Economics magna cum laude from Yale University in 1993. He completed his J.D. at Columbia Law School in 1996, where he was notes editor of the Columbia Law Review.  He is involved in a number of civic institutions, and serves as a member of the Advisory Board of the Mount Sinai School of Medicine and as a Trustee of the Trinity School.  He was born in Ukraine and speaks Russian.


Jane Greyf, a corporate partner in Latham & Watkins’ New York office, advises private equity firms and their portfolio companies in a range of corporate transactions. She also advises corporate clients in strategic M&A matters.

Ms. Greyf helps clients maximize the value of their corporate transactions. A member of the Mergers & Acquisitions Practice, she represents leveraged buyout sponsors, venture capital funds, hedge funds, and other private equity investors and portfolio companies. She brings to clients a keen market perspective on transactions including:

  • Acquisitions
  • Dispositions
  • Investments
  • Joint ventures
  • Buyouts
  • Tender offers
  • Co-investments
  • Leveraged finance

She also represents public and private companies in connection with corporate governance, securities law compliance, and general corporate matters.

Experience

Mr. Greyf's experience spans the energy, general industrials, and technology sectors, among other industries. Her extensive track record of M&A and private equity work includes representing:

  • GVC Holdings PLC in the establishment of a 50/50 joint venture with MGM Resorts International to create a world-class sports betting and online gaming platform in the United States
  • Partners Group in leveraged buyouts of Dynacast, Kindercare, and SMS*
  • SMS, a portfolio company of Partners Group, in its acquisition of Curvature*
  • Dynacast, a portfolio company of Partners Group, in its acquisition of Signicast*
  • Leeds Equity in leveraged buyouts of Evanta, Campus Labs, and Academic Management Systems, and the subsequent sale of Evanta*
  • Iconiq Capital in numerous growth equity investments*
  • DST Global in numerous growth equity investments*
  • Level Equity in numerous growth equity investments and buyout transactions*
  • Hillhouse Capital in numerous private equity investments and buyout transactions*
  • Utopus Holding, Inc. in a sale to Vestas Holdings Limited*
  • Petmatrix, Inc. in a sale to Spectrum Brands*

*Matter handed prior to joining Latham


Kevin Miller is a partner in the Corporate Transactions & Securities Group at Alston & Bird and the head of Alston & Bird’s Financial Advisors Practice. Alston & Bird is regularly ranked by The American Lawyer and Corporate Control Alert as among the leading counsel to investment banks acting as financial advisors.  

Kevin is a frequent author and speaker on M&A topics, including fairness opinions, the role of investment bankers and legal and regulatory developments relating to mergers and acquisitions. Kevin is a member of the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar, as well as the advisory boards of DealLawyers.com and the DealLawyers newsletter and a frequent contributor to the DealLawyers.com Blog. Kevin is a graduate of Rutgers University (JD) and the University of Michigan (MA and AB).

 
Publications


Paul Shim is a partner in the New York, NY office of Cleary Gottlieb Steen &  Hamilton LLP.  His practice focuses on public and private merger and acquisition transactions.

He also provides advice regarding governance matters and the fiduciary duties of officers and directors to corporations and their boards.

He repeatedly has been recognized by the business and legal press for his work on behalf of clients, including twice being named a “Dealmaker of the Year” by The American Lawyer.


Raymond Gietz, a partner of Weil since 1989, is a member of the Firm’s Mergers & Acquisitions practice. He represents buyers, sellers, boards of directors, committees of independent directors and financial advisors in connection with complex mergers and acquisitions transactions, including public and private companies, LBOs, asset sales and joint ventures. He regularly advises boards of directors and committees on defense, corporate governance and other matters. Mr. Gietz also has been involved in numerous proxy fights and other contests for corporate control.

Mr. Gietz’s representation involves a range of industries, including healthcare, financial services and steel.

Recent M&A transactions include advising:

  • AK Steel Corporation in its acquisitions of Precision Partners Holding Company and integrated steelmaking assets in Dearborn, Michigan from Severstal North America; and in its joint venture with Magnetation
  • Barclays, as financial advisor to Gentiva Health Services, Inc., in Gentiva's sale to Kindred Healthcare, Inc.
  • Centennial Resource Development, Inc. (f/k/a Silver Run Acquisition Corp., a SPAC) in its acquisition of a controlling stake in Centennial Resource Production, LLC and its subsequent acquisition of all of the leasehold interests and related upstream assets in Reeves County, Texas from Silverback Exploration, LLC and Silverback Operating, LLC
  • Citadel Broadcasting in its sale to Cumulus Media
  • Costa Inc. in its sale to Essilor International SA
  • Elementis Global LLC in its acquisitions of SummitReheis (f/k/a Summit Research Labs) and Hi-Mar Specialty Chemicals, LLC
  • Eli Lilly and Company in its acquisitions of CoLucid Pharmaceuticals, Inc., the North American rights to the oncology product Erbitux®, Locemia Solutions ULC, Glycostasis, Novartis Animal Health, Lohmann Animal Health, ChemGen, Agri Stats, Avid Pharmaceuticals and Alzheimer’s imaging agents from Siemens Medical Solutions; in its sale of veterinary assets to Virbac SA; and in its strategic review of Elanco, its animal health division
  • Equiniti Group plc in its acquisition of Wells Fargo Shareowner Services
  • Australian biopharmaceutical company Fibrotech Therapeutics Pty Ltd. in its sale to Shire plc
  • Franklin Templeton in its acquisitions of the investment advisor team from AlphaParity LLC, K2 Advisors, Darby Holdings and Fiduciary Trust
  • GE Aviation Systems in its acquisitions of Naverus and Airfoil Technologies
  • GECC in the sale of its North American tank car rail assets and railcar repair business to Marmon Holdings, Inc.; sale of its remaining North American railcar leasing business to Wells Fargo & Co.; investment in and restructuring of the EBX Group; and the sale of its Mexican consumer mortgage loan business to Santander Bank
  • General Motors in its sale to a government-sponsored entity
  • Genesis Lease Limited in its sale to AerCap Holdings
  • Genworth Financial, Inc. as corporate counsel in connection with its sale to China Oceanwide Holdings Group Company Ltd.
  • Harbinger in its take-private acquisition of Sky Terra
  • Lehman Brothers in its acquisition and subsequent sale of its Archstone business to Equity Residential and AvalonBay Communities
  • Magellan Health, Inc. in its acquisitions of Senior Whole Health, LLC, Veridicus Holdings, LLC, Armed Forces Services Corporation, The Management Group, LLC, 4D Pharmacy Management Systems, Inc., CDMI and Partners Rx
  • QLT Inc. in its acquisition of Aegerion Pharmaceuticals, Inc. and in its minority investment in Aralez Pharmaceuticals Plc
  • Ripple Brand Collective, LLC in its sale to The Hershey Company
  • Safran in its acquisition of L-1

Mr. Gietz has been recognized in Chambers USA, Legal 500 US, New York Super Lawyers and has been featured as a “Dealmaker” by The American Lawyer. He was also recognized for client service excellence by BTI Consulting Group in its 2012 BTI Client Service All-Stars survey.


Stephen M.  Kotran is a partner in the Mergers and Acquisitions and Financial Institutions Groups at Sullivan & Cromwell LLP and a member of the firm’s Managing Partners Committee.   He represents buyers, sellers, special committees of independent directors and financial advisors in connection with mergers and acquisitions transactions, including negotiated and hostile acquisitions of public companies, negotiated sales of private companies, subsidiaries and divisions, private equity transactions, leveraged buy-outs, formation of joint ventures and asset sales.  In recent transactions, his clients have included Acosta, Inc., ADP, Inc., Bank of America Merrill Lynch, Barclays, China Oceanwide, Cytec Industries, Inc., Eastman Kodak Company, Evercore Partners, Goldman, Sachs & Co., ING Groep N.V., Ipsen, S.A., Orix, Inc., Platinum Underwriters Holdings, Ltd., Rothschild, Inc., Sprout Pharmaceuticals, Swiss Reinsurance Company Ltd., Wells Fargo Securities LLC and Western World Insurance Group.

Mr. Kotran graduated from Harvard College (A.B., 1985) and the University of Virginia Law School (J.D., 1990) where he was an Editor of the Virginia Law Review and a member of the Order of the Coif.  From 1985-1986, Mr. Kotran served as a legislative assistant to U.S. Senator Daniel P. Moynihan (D-NY) and from 1990-1991 he served as a judicial clerk to the Hon. Edward R. Becker (U.S. Court of Appeals, Third Circuit).  He has been consistently recognized as a leading M&A, private equity and insurance transactional lawyer by many widely referenced legal guides, including The Best Lawyers in America, Chambers, IFLR, Lawdragon, New York Super Lawyers, PLC and The US Legal 500.  Mr. Kotran is a frequent faculty member on M&A panels for the American Bar Association, the Practising Law Institute, the New York City Bar Association and various other professional organizations.  He is a lecturer in Law at Columbia Law School where he teaches a course on M&A transactions and also has guest lectured at numerous other law schools including Fordham, NYU, Stanford, U.Penn and UVa.  He is a former co-chair of the Financial Advisors Task Force of the M&A Committee of the Business Law Section of the American Bar Association.  He also serves on the M&A Advisory Board of the Practical Law Company.


Trevor Norwitz is a partner in the Corporate Department at Wachtell, Lipton, Rosen & Katz where he focuses primarily on mergers and acquisitions, corporate governance and securities law matters.  He has advised a range of public and private entities in a variety of industries in connection with mergers, acquisitions, divestitures, hostile takeover bids and defenses, proxy contests, joint ventures, financing transactions and corporate governance matters.

Selected recent representations by Mr. Norwitz include:  Whole Foods in its sale to Amazon.com and its response to shareholder activism; Medivation in its sale to Pfizer; Dollar Tree in its contested acquisition of Family Dollar Stores; eBay in connection with a proxy contest by Carl Icahn, and its spinoff of PayPal, Inc.; Creative Artists Agency LLP in connection with its restructuring and sale of a controlling interest to TPG Group; S&P Global (formerly McGraw Hill) in its sale of the McGraw Hill Education business to Apollo Advisers, its joint venture with CME Group to form S&P/Dow Jones Indices, and its acquisitions of SNL Financial and other companies; and numerous acquisitions for Ventas, Novartis and Danaher Corporation.

Mr. Norwitz teaches a course in Mergers and Acquisitions at Columbia University School of Law.  He chairs the New York City Bar Committee on Mergers and Acquisitions and Corporate Control Contests, and the M&A Subcommittee of the International Bar Association Securities Committee, and is a member of the American Law Institute, and committees of the American Bar Association.  He served as a member of an international advisory group to the South African government on company law reform.  A regular speaker and panelist at professional conferences, he has chaired and participated in numerous continuing legal education programs and contributes regularly to professional publications on topics relating to M&A and corporate governance.  Mr. Norwitz also chairs and serves on a number of non-profit boards of directors, and on the Advisory Board of the Robert L. Bernstein Institute of Human Rights at NYU Law School.

Born in Cape Town, South Africa, Mr. Norwitz received his Bachelor of Business Science with first class honors from the University of Cape Town in 1986.  On a Rhodes Scholarship to Oxford University, he read law at Keble College, graduating with first class honors in 1989, and then completed an LL.M. at Columbia University in 1990.  He joined the firm in 1994 and was named partner in 1998.


Wilson Chu is a partner in the Dallas office of McDermott Will & Emery LLP. His practice focuses on M&A, joint ventures, and other strategic transactions, as well as related corporate governance, for clients ranging from Fortune 500 serial acquirers to private equity funds to high-growth, high-profile technology companies in the United States and abroad. While he has experience in a wide range of industries, his practice is heavily-weighted in the technology and healthcare sectors (particularly, healthtech and fintech).
His representative M&A clients include:

  • 7-Eleven Inc.
  • Renren Inc. (NYSE: RENN)
  • Sabre Corporation (NASDAQ: SABR)
  • Varian Medical Systems, Inc. (NYSE: VAR)
  • Wolters Kluwer N.V. (AEX: WKL)

Wilson created and continues to be the architect of the influential M&A Deal Points Studies published by the Market Trends Subcommittee (which he co-founded) of the ABA’s Mergers & Acquisitions Committee (for which he serves as Vice Chair). He is founding co-chair of the University of Texas Mergers & Acquisitions Institute, the country’s leading private company M&A conference, and the founding chair of the International Finance Law Review/Inter-Pacific Bar Association’s Asia M&A Forum in Hong Kong, Asia’s leading M&A law conference. Wilson is also an active leader in broad range of groundbreaking initiatives that promote the business case for diversity, including, Founder, NAPABA Partners Network, Founding Member, Selection Committee for NAPABA’s Best Lawyers Under 40, and Founding Co-Chair, Texas Minority Counsel Program.


Jane Morgan is a senior member of Milbank’s Global Corporate Group.

Primary Focus & Experience

Ms. Morgan’s practice focuses on the representation of private equity firms and their portfolio companies and financial services companies (including asset managers and hedge funds) in M&A transactions.  In addition, she is experienced in the purchase and sale of lending and leasing companies and portfolios of financial assets such as leveraged leases, mortgages, loans and related products.

Her recent private equity transactions include representing Centerbridge Partners, L.P. in its investments in Pocahontas Parkway and the Intrepid Aviation Group and in the consensual recapitalization of $500 million in debt and its acquisition of Wastequip LLC.  She has also recently represented Koch Industries, Goldman Sachs and GSO in connection with their acquisition of preferred equity to support private equity-led LBO’s and recapitalizations.  She currently represents a group of investors in the former Arcapita Bank who are selling stakes in 30 portfolio companies located in the US, Asia, Europe and the Middle East.  She represented Irving Place Capital in the $422 million take private of Thermadyne Holdings Corporation and the acquisition of National Specialty Hospitals and represented Culpeper Capital Partners and Fortress Investment Group in the acquisition of Security National Acceptance Automotive Group. 

In the asset management industry, her recent transactions include the representation of Man Group plc in its 2014 acquisitions of Numeric Partners (a quantitative hedge fund with $14 billion AUM) and Silvermine Capital (a CLO manager with $3.8 billion AUM) and the sale of Stone Tower Capital to Apollo Global Management.  She also represented Man Group plc in its 2011 acquisitions of GLG Partners and Ore Hill Partners. 

Ms. Morgan advised Capital Z Investment Partners in the sale of its hedge fund sponsorship business to Paine & Partners and management in 2007 and represented Perella Weinberg Partners in the acquisition of Xerion Capital Partners, an investment manager that focuses on distressed credit and special situations investments.  She also advised WL Ross & Co. LLC in connection with its sale of its investment funds to Invesco Ltd. and Lehman Brothers in the sale of numerous GP and LP stakes in a variety of private equity funds.

Education

University of Texas, J.D.

Rice University, B.A.

Admissions

New York

Texas


Mr. Coats is a Partner of Riverstone, serving as General Counsel. He is based in New York.

Prior to joining Riverstone in April 2008, Mr. Coats was a Partner at Vinson & Elkins L.L.P., a law firm specializing in the energy sector. While at Vinson & Elkins, he focused on domestic and cross-border M&A work in the energy sector. Prior to joining Riverstone, Mr. Coats was outside counsel to Riverstone in several transactions including, among others, Niska Gas Storage, Frontier Drilling, Red Technology Alliance, and Phoenix Exploration Company.

He received his B.A. in Government from the University of Texas at Austin in 1993 and his J.D. from the University of Texas School of Law in 1997. Mr. Coats is licensed to practice law in the states of New York and Texas.


Mr. Goldberg is co-head of Davis Polk's global Mergers and Acquisitions Group. He advises companies around the globe on their most significant public or private mergers and acquisitions transactions and board level matters. His practice also encompasses a full spectrum of corporate, strategic, defensive and crisis assignments ranging from advising on activist situations or unsolicited bids, special committee assignments or board investigations or governance advice, to spinoffs, private equity investments and representing consortia in FinTech and other sectors.

Work Highlights

Mr. Goldberg’s client representations include AgroAmerica, Amdocs, Citigroup, ExxonMobil, Heineken, IHS Markit, Morgan Stanley, Syngenta AG and the Williams Companies.

Deal Highlights

  • Williams on its $10.5 billion acquisition of all of the outstanding public common units of Williams Partners L.P. and $1.125 billion combined sale of assets and equity comprising Williams Partners L.P.’s Four Corners Area business in New Mexico and Colorado to Harvest Midstream Company
  • Services Group of America on the pending $1.8 billion sale of its five operating companies collectively known as SGA’s Food Group of Companies to US Foods
  • Heineken in the acquisition of the second largest beer company in Brasil from its Japanese owner Kirin
  • Markit on its all-share merger of equals with IHS valued at more than $13 billion
  • Syngenta in its:
    • $43 billion acquisition by ChemChina in the largest transaction by a Chinese company outside China
    • successful defense against an unsolicited bid by Monsanto
  • Formation of BlueteamGlobal, a cyberthreat monitoring and intelligence business, and the roll-up of three acquisitions into Blueteam
  • Sale of Pharmerica to a consortium of KKR and Walgreens
  • Representing the U.S. national residential mortgage registration system (MERS) in its sale to Intercontinental Exchange (ICE)
  • Citigroup on a series of strategic transactions, including its:
    • $4.25 billion sale of OneMain to Springleaf through a dual-track M&A and IPO process
    • $306 billion loss protection guarantee program with the U.S. government
    • $52 billion capital realignment and its exit from its TARP U.S. government financial assistance
  • CVS in its:
    • Contested acquisitions of Caremark and Longs Drugs
    • Acquisition of the Medicare Part D business of Universal American
    • Acquisitions of Eckerd and Albertson's
  • Exxon in its acquisitions of Mobil and XTO Energy
  • J.P. Morgan in its merger with Chase Manhattan Bank
  • Morgan Stanley on its:
    • Sale of its Global Oil Commodities business
    • Sale of TransMontaigne
    • $1.5 billion disposition of its Van Kampen investment management business
    • FrontPoint spinoff
  • ABN AMRO, Goldman Sachs and Citigroup on their investment in Digital Asset Holdings, a technology startup company led by former JPMorgan Chase executive Blythe Masters, in a funding round exceeding $50 million with 10 other leading international financial institutions
  • Extensive experience in transactions involving forming, buying, selling or divesting “alternatives” asset managers, including the formation of Old Lane and its sale to Citigroup

Recognition

Mr. Goldberg is recognized as a leader in the legal industry:

  • Lawdragon – 2016 Lawdragon 500 Leading Lawyer

    He is consistently recognized as a leading M&A lawyer in various industry publications:

  • Chambers Global
  • Chambers USA
  • IFLR1000
  • Expert Guide to Banking, Finance and Transactional Law (Mergers and Acquisitions)

PROFESSIONAL HISTORY

  • Partner, 1997-present

Associate, 1989-1997


Mr. Costantino joined Greenhill's investment banking advisory practice in New York in 2005. Since that time, Mr. Costantino has served a number of roles on behalf of the firm, including spending time in the firm’s Chicago office following its opening in 2009, assisting with the firm’s expansion to Brazil in 2013 and working in the firm’s Sydney office, most recently as Co-Head of Greenhill Australia.

Prior to joining Greenhill, Mr. Costantino practiced corporate and securities law at Wachtell, Lipton, Rosen & Katz, where he represented public and private clients in connection with mergers and acquisitions and public and private debt and equity offerings. Mr. Costantino received a B.B.A. with high distinction from the University of Michigan as well as a J.D., magna cum laude, from the University of Michigan Law School where he was an Editor of the Law Review.