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Hot Topics in Mergers & Acquisitions 2017


Speaker(s): Ann Beth Stebbins, Anne C. Foster, Damara L. Chambers, Damien M. Fisher, Darren G. Heil, Dusty Philip, Eric L. Schiele, Gayle K. Turk, Jennifer S. Conway, Logan M. Breed, Mark T. McMaster, Melissa Sawyer, Meredith L. Cole, CFA , Nina L. Flax, Patricia Brink, Paula Howell Anderson, Phillip R. Mills, Priya Dogra, Sara B. Zablotney, Sarkis Jebejian
Recorded on: Sep. 26, 2017
PLI Program #: 185344

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;

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

- 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; and

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

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 is the 2018 recipient of the John Carroll Award, the highest honor bestowed upon a Georgetown alumnus.


Damara Chambers advises clients on cross-border investment and national security matters, including national security reviews by the Committee on Foreign Investment in the United States (CFIUS), and on the application of international trade controls, including export controls and economic sanctions.

Ms. Chambers is recognized in Chambers USA and Chambers Global for her extensive experience advising clients before CFIUS and advising companies regarding the mitigation of foreign ownership, control or influence (FOCI) under national industrial security regulations administered by the Defense Security Service (DSS) and Department of Energy.

Ms. Chambers has been involved in negotiating some of the most significant national security agreements with the U.S. government and has represented clients on a variety of landmark CFIUS and FOCI matters, including Nexen Inc. in its $15.1 billion sale to China National Offshore Oil Corporation; Stanley, Inc. in its $1 billion acquisition by CGI Group, Temasek Holdings in its multi-billion dollar investment in Merrill Lynch, and the Carlyle Group in its $1.9 billion sale of Standard Aero and Landmark Aviation to Dubai Aerospace Enterprise.

In the international trade controls area, Ms. Chambers advises companies on compliance and enforcement matters relating to U.S. export controls administered by the Departments of State, Commerce, and Energy and the Nuclear Regulatory Commission, economic sanctions administered by the Department of the Treasury, and import and licensing requirements imposed by the Bureau of Alcohol, Tobacco, Firearms and Explosives. She also frequently advises on trade control issues in mergers, acquisitions, and divestitures.


Eric Schiele is a corporate partner at Kirkland & Ellis LLP. His practice primarily encompasses public and private M&A and board advisory work, including hedge fund activism defense.

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

Eric is a frequent speaker on M&A topics, including co-chairing PLI’s Hot Topics in Mergers and Acquisitions conferences from 2014 to 2018 and chairing its Shareholder Activism conference in 2016 and 2018.

Representative Matters

• Amcor Ltd. in its pending $6.8 billion acquisition of Bemis Co.
• Wynn Resorts in its engagement and settlement agreement with shareholder Elaine Wynn

Prior to joining Kirkland, Eric’s representative transactions included:

• Disney in its pending $66 billion acquisition of 21st Century Fox
• Time Warner on a number of M&A transactions, including its $109 billion sale to AT&T, the unsolicited proposal from 21st Century Fox to acquire Time Warner and its acquisition of 100% of truTV
• Honeywell in its $90 billion proposal to acquire United Technologies and its $300 million sale of Honeywell Technology Solutions to KBR
• Anheuser-Busch InBev in its $123 billion acquisition of SABMiller and the $12 billion sale of SABMiller’s U.S. and global Miller branded businesses to Molson Coors
• Northrop Grumman in its $9.2 billion acquisition of Orbital ATK
• The Strategic Review Committee of the Board of Directors of Yahoo! in the $4.48 billion acquisition of Yahoo!’s operating business by Verizon
• DreamWorks Animation in its $4.1 billion sale to Comcast
 


Mark McMaster is Vice Chairman of Investment Banking and Head of the Global Industrials Group at Lazard.  Mark is a member of the firm’s Investment Banking, Opinion and Deputy Chairman Committees.

Since joining Lazard in 1988, Mark has been involved in many of the firm’s most complex strategic advisory assignments. He brings a unique perspective to Lazard’s advisory practice, having spent the majority of his career working with a broad range of clients across industries. His transaction experience includes domestic and cross border mergers, acquisitions, divestitures, leveraged buy-outs, restructurings, and capital raises, as well as a significant number of contested situations.

Selected recent transactions include: Sale of Harman International to Samsung Electronics; Merger of Tyco with Johnson Controls; Xylem’s acquisition of Sensus; Dover’s acquisition of Wayne Fueling Systems; Xerox’s Separation into two publicly traded companies; Coca-Cola Enterprises’ three-way merger to form Coca-Cola European Partners; Pitney Bowes’ acquisition of Borderfree; Engility Holdings’ acquisition of TASC; Siemens’ acquisition of Dresser-Rand; ZF’s acquisition of TRW Automotive; Sale of Firth Rixson to Alcoa; Hertz’s acquisition of Dollar Thrifty; The RMT merger of PPG's commodity chemicals business with Georgia Gulf Corporation; The RMT merger of Tyco's Flow Control business with Pentair; Tyco’s separation into three publicly traded companies; ITT’s separation into three publicly traded companies; Sale of CCE’s North American bottling operations to The Coca-Cola Company; Sale of Trane to Ingersoll-Rand; American Standard’s three-way separation.

Prior to joining Lazard, Mark was with Credit Suisse First Boston.

University of Southern California, B.S. in Business Administration with a concentration in Finance


Melissa Sawyer is a partner in Sullivan & Cromwell LLP’s Mergers & Acquisitions Group and is co-head of the Firm’s Corporate Governance & Activism Practice. In addition to advising clients on public and private M&A transactions, joint ventures and strategic alliances, she also regularly advises clients on corporate governance, activism and takeover defense matters. Ms. Sawyer’s experience spans multiple industries, including consumer and retail, industrials, medtech and insurance.

Ms. Sawyer has been repeatedly recognized as a leading M&A advisor. She is ranked by Chambers USA in Corporate/M&A, where clients describe her as “an absolute superstar,” and is recognized as a Law360 MVP in Food & Beverage, one of Crain’s “Leading Women Lawyers in New York City,” a “Top Woman Attorney in New York” by Super Lawyers, a Rising Star by IFLR1000 and was named “Dealmaker of the Week” by The American Lawyer. Additional accolades include receiving a Burton Award for Legal Achievement, being chosen as an Empire State Counsel Honoree by the New York State Bar Association and recognition by Super Lawyers for her work in Mergers & Acquisitions, Corporate Governance and Compliance and Business/Corporate.

In the past three years alone, Ms. Sawyer has advised: Apollo Education, AT&T, BBA Aviation, Bessemer, CONMED, CPPIB, CSM Bakery, Diageo, DS Smith, FXI, OTPP, Sotheby’s and UnitedHealth.

Ms. Sawyer is currently a Lecturer in Law at Columbia Law School, a Fellow of the American Bar Foundation and a member of the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar Association. Ms. Sawyer has participated in numerous panels for the Practising Law Institute and regularly writes for The M&A Lawyer, The Deal Pipeline and LexisNexis.

Ms. Sawyer is a Hiring Partner, an Associate Development Partner, a member of the Firm’s Managing Partners Committee and the Chair of the Knowledge Management Committee at Sullivan & Cromwell LLP.

Recent Publications

  • “How to prepare for 2019’s proxy season,” Corporate Secretary (2018)
  • When An Activist Designee Joins Your Board,” Law360 (2018)
  • “Facing activists on ESG,” IR Magazine (2018)
  • “Just Getting Started: M&A in 2017 and What to Expect in 2018,” The M&A Lawyer (2018)
  • “Steps to Succession: Planning Techniques for Latin American Family Businesses,” STEP Journal (2017)
  • “Getting to the Head of the Table,” Directors & Boards (2017)

Education

University of Virginia Law School, J.D. 2000


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.

 


Practice

Paula Anderson is a partner in the firm’s Litigation Group.  Her experience is broad, with an international focus, and encompasses a wide range of areas, including Foreign Corrupt Practices Act (“FCPA”) investigations and compliance due diligence, cross-border disputes, corporate governance, bankruptcy litigation, antitrust, M&A-related litigation, and international arbitration.  Her clients have included global leaders in the finance, insurance, automotive, telecommunications, oil and gas, engineering, media and entertainment, consumer goods, and manufacturing industries. 

In 2013, Ms. Anderson was named to New York Law Journal’s inaugural “2013 Rising Stars” list. In 2012, she was awarded the National Organization of Women’s “2012 Women of Power and Influence Award,” and was named to Crain’s NY Business Magazine’s “40 Under 40” list of top achievers under the age of 40.  In 2016, Ms. Anderson was recognized by Benchmark Litigation in its inaugural “Under 40 Hot List” and was honored by The Network Journal with its 40 Under Forty Achievement Award.  She has been recognized by Legal 500 as a Rising Star and was most recently named to Savoy Magazine’s list of “2018 Most Influential Black Lawyers.”

Recent Experience Includes Representation of:

  • General Electric Company in connection with shareholder litigation and an appraisal action arising from the multi-billion dollar transaction in which GE’s Oil and Gas business combined with Baker Hughes, Inc.
  • A global investment banking firm in an action by the shareholders of Zale Corp. for alleged aiding and abetting breaches of fiduciary duty by Zale’s Board of Directors in connection with Zale’s$1.46 billion acquisition by Signet Jewelers Ltd.
  • Albemarle Corp. in a multi-district shareholder class action and appraisal action challenging its $6.2 billion acquisition of Rockwood Holdings
  • Liberty Global, Inc. in a shareholder class action challenging its $23 billion acquisition of Virgin Media Inc.
  • Synthes, Inc. and its directors in a shareholder class action challenging the company’s $20 billion acquisition by Johnson & Johnson
  • A global telecommunications company in a due diligence corruption investigation of its Latin American subsidiary in connection with a proposed acquisition

Education

Harvard Law School, J.D., 2001
John Jay College of Criminal Justice, B.A., summa cum laude, 1998 Class Valedictorian
    


Sara Zablotney is a partner in the New York office of Kirkland & Ellis LLP.  She focuses her practice on the tax aspects of mergers, acquisitions, divestitures, joint ventures and spin-offs, both domestic and cross-border. She also advises clients on the tax aspects of securities issuances, bankruptcy and restructuring, and investment fund formation. 

Sara was recognized by Chambers USA for Tax [NY] from 2017–2018, as a Law360 MVP for Tax in 2017, as a “Rising Star” by Law360 for Tax Law in 2014, and is recommended by The Legal 500 U.S.  Sara received her B.A. from Duke University (magna cum laude) in 1999 and her J.D. from New York University School of Law (cum laude) in 2002, where she received the Leonard J. Schreier Memorial Prize in Ethics and the Norma Z. Paige Award.  She speaks frequently on topics relating to mergers and acquisitions and private equity.  She is a member of the New York State Bar Association Tax Section’s Executive Committee, where she is Co-Chair of the Partnerships Committee.  She currently sits on the Advisory Board for the Kenan Institute of Ethics at Duke University, and formerly sat on the Advisory Board for the Sarah P. Duke Gardens.


Sarkis Jebejian is a corporate partner in Kirkland’s New York office and focuses his practice primarily on mergers and acquisitions, governance and shareholder activism. 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 2018, 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 2013-2018 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.

Representative Matters

  • Special Committee of the Board of Directors of Spectrum Brands in connection with the $10 billion merger of Spectrum Brands and HRG Group
  • WellCare Health Plans in its $2.5 billion acquisition of Meridian Health Plans
  • Equity One in its $15.6 billion stock-for-stock merger with Regency Centers Corporation, creating the preeminent shopping center REIT in the U.S.
  • Nexstar Broadcasting Group in connection with its $4.6 billion acquisition of Media General, ending a six-month public takeover battle during which Nexstar jumped Media General’s previously announced transaction with Meredith Corp.
  • Strayer Education in its $1.9 billion merger of equals with Capella Education Company, creating a national leader in education innovation
  • Accenture in fifteen transactions since 2013
  • Talen Energy in its evaluation and rejection of an unsolicited $11 per share proposal from 35% shareholder Riverstone Holdings in a process that resulted in the $5.2 billion sale of Talen at a substantially increased price of $14 per share
  • Vista Equity Partners in seven transactions since 2013


Damien is a member of J.P. Morgan’s Global Mergers and Acquisitions group in New York with particular responsibility for the Real Estate, Gaming & Lodging and Homebuilding sectors but has transaction experience across industries and geographies. Damien is also a member of J.P. Morgan’s corporate defense and shareholder activism practice.

Damien joined the Mergers and Acquisitions Group in 2009 and has execution experience in public and private company acquisitions and divestitures, leverage/management buyouts, minority buy-ins and special committee assignments and activism / corporate defense situations.

Damien is a Swiss citizen with Swedish and Australian nationality. He received his MBA/MA from the Wharton School, University of Pennsylvania and the Lauder Institute and also holds a MSc in Computer Science from Zurich University.

Selected Real Estate, Gaming & Lodging and Homebuilding transaction experience:

Real Estate/REITs

  • Regency combination with Equity One - $17bn
  • Post Properties sale to Mid-America - $6bn
  • Cousins Property merger with Parkway Properties - $7bn
  • Inventrust’s sale of University Housing to GIC/CPPIB - $1.4bn
  • Arbor Realty’s acquisition of Arbor Comm. Mortgage
  • Strategic Hotels sale to Blackstone - $6bn
  • Chambers Street’s merger-of-equal with Gramercy - $6bn
  • Trade Street’s sale to Independence Realty - $700mm
  • Macerich hostile defense (Simon Property Group) and activism defense (Orange Capital / Land & Building)
  • Strategic Hotels activism defense vs. Orange Capital
  • CCA ‘s $3.8bn REIT conversion vs. Convex’ activist campaign
  • IRM’s $4bn REIT conversion and $380mm sale of its Digital Business in vs. Elliott Associate’s proxy fight

Homebuilding

  • Standard Pacific’s merger-of-equals with Ryland - $8bn

Healthcare & Healthcare Real Estate

  • Ventas acquisition of Wexford Life Science and Medical Real Estate - $1.5bn
  • Blackstone’s acquisition of Biomed - $8bn
  • American Realty Capital Healthcare’s sale to Ventas - $2.6bn
  • HTA’s acquisition of Medical Office portfolio
  • Skilled Healthcare’s merger with Genesis
  • Vanguard’s sale to Tenet - $4.3bn
  • Washington REIT’s sale of Medical Office portfolio - $0.5bn

Gaming

  • El Dorado Resorts acquisition of Isle of Capri Casinos - $3bn
  • MGM’s carve-out of controlled REIT, MGM Growth Properties
  • MGM activism defense vs. Land & Building
  • Scientific Games’ acquisition of Bally Technologies - $5.1bn

Business & Real Estate Services

  • DTZ’s (TPG) acquisition of Cushman & Wakefield - $2.0bn
  • Cassidy Turley’s sale to DTZ (TPG/PAG)


Darren's practice is primarily focused on tax and M&A structuring.  Darren joined J.P. Morgan in 2008.  Previously, Darren worked at Bear Stearns and was a tax attorney at Cravath, Swaine & Moore.

Darren received his B.A. from the University of Chicago and his J.D. from Georgetown University Law.

Selected transactions:

  • Reynolds American's merger with Lorillard 
  • VTTI Energy Partners, IPO, Lead Bookrunner 
  • Comdata's sale to Fleetcor 
  • International Rectifier's sale to Infineon 
  • Chesapeake Energy's sale of Marcellus and Utica assets to Southwestern 
  • Wright Medical's merger with Tornier 
  • The Babock and Wilcox Company's proposed spin-off of BWX Technologies 
  • HealthSouth's acquisition of Encompass Home Health and Hospice 
  • Spin-off 
  • Hawaiian Electric Industries on its sale to NextEra Energy and spin-off of ASB Hawaii, Inc. 
  • Merck  & Co's acquisition of Cubist Pharmaceuticals 
  • Republic Services’ acquisition of Tervita, LLC 
  • SBA Communications's acquisition of TowerCo 
  • Citizens Republic Bancorp, Inc.'s merger with FirstMerit  $952mm (2012)
  • MIPS sale of patent properties to AST and acquisition by Imagination Technologies 
  • UnitedHealth's acquisition of Amil 
  • Trulia's acquisition of Market Leader 
  • Gannett Co., Inc.'s acquisition of Belo Corp. 
  • Vanguard's sale to Tenet 
  • Spin-off 
  • CapitalSource's merger with PacWest 
  • Emerson's sale of Embedded Computing & Power business 
  • IASIS Healthcare's sale of real estate of three hospitals to MPT 
  • Edison Mission Energy's sale to NRG Energy, Inc. 
  • Exelis' proposed spin-off of Exelis Mission Systems 
  • Fiat SpA's merger with Chrysler Group LLC 
  • Johnson & Johnson's sale of Ortho Clinical Diagnostics to Carlyle 
  • Forest Oil's reverse merger with Sabine Oil & Gas 
  • Merck's sale of Consumer Care Business to Bayer AG 
  • PHH Corporation's sale of PHH Arval to Element Financial   ? 
  • Riverstone's merger of RJS Power Holdings with PPL Energy Supply 
  • Submission of a restructuring and acquisition plan to EFIH 
  • Northwestern Mutual's sale of Russell to London Stock Exchange Group 
  • Unilever's sale of slimfast to Kainos Capital 
  • Whiting Petroleum Corporation's acquisition of Kodiak Oil & Gas Corporation 
  • xpedx's merger with Unisource Worldwide 
  • Martin Marietta's acquisition of Texas Industries 
  • Foster Wheeler's sale to AMEC 
  • Jabil Circuit's sale of Aftermarket Services subsidiary to iQor 
  • Ingersoll Rand's spin-off of Allegion 
  • LegacyTexas's merger with ViewPoint Financial 
  • Premier, Inc., IPO, Lead Bookrunner 
  • Dell's sale to Michael Dell and Silver Lake 
  • Corning's acquisition of Samsung Corning Precision Materials from Samsung 
  • Plains GP Holdings, IPO, Joint Bookrunner 
  • Murphy Oil's spin-off of Murphy USA 
  • Dell's sale to Michael Dell and Silver Lake 
  • Activision Blizzard's $8.2bn recap/share redemption from Vivendi 
  • Envision Pharmaceutical Services's sale to TPG 
  • Split-off 
  • Fidelity National Financial's acquisition of Lender Processing Services 
  • Meritor's sale of Suspensys to Randon S.A  
  • MetroPCS's merger with T-Mobile USA 
  • Silver Lake's LBO of Dell 
  • Jabil Circuit's acquisition of Nypro Inc 
  • Ingersoll Rand's proposed spin-off of its security businesses 
  • Baxter International's acquisition of Gambro 
  • Wright Medical Group's acquisition of BioMimetic Therapeutics 
  • THE WARNACO GROUP, INC.'s sale to PVH CORP 
  • Cytec Industries's sale of Coating Resins business to Advent International 
  • UnitedHealth Group's merger with Amil  $4.9bn (2012)
  • MetroPCS's merger with T-Mobile  $35bn (2012)
  • GP Investments, Ltd.'s sale of Fogo de Chão Churrascaria LLC to Thomas H. Lee Partners, L.P. 
  • ConocoPhillips on its spin-off of Phillips66 


Dusty is co-head of Global Mergers & Acquisitions (M&A).  Previously, he was global co-head of the Industrials Group and co-head of M&A Americas.  He joined Goldman Sachs in M&A in 1991.  Dusty was named managing director in 1999 and partner in 2000.  Dusty was named top Industrials M&A “Rainmaker” and one of the Top 50 M&A “Rainmakers” on Wall Street by Dealmaker Magazine in 2007.


For over 20 years, Gayle Turk has advised companies across a range of industries on strategic and M&A matters, including buy-side, sell-side, split-ups, special committee assignments, strategy development, investor messaging and shareholder activism.  At Centerview, Ms. Turk focuses on the general industrials sector and has been a long-term strategic and financial advisor for some of the largest companies in the space, including Honeywell, Emerson, Johnson Controls, 3M and Caterpillar.  Her transaction experience includes advising Honeywell on its portfolio review resulting in the pending separations of its Homes and Transportation Systems businesses; other transactions for Honeywell include the sale of its government services business to KBR, the spin-off of AdvanSix, its resins and chemicals business, and its acquisition of xTralis.  Ms. Turk worked with Johnson Controls on its merger with Tyco, the sale of its Scott Safety business to 3M, and the spin-off of Adient, its automotive business.  At Emerson, she worked on its strategic repositioning including the sale of its Network Power business to Platinum Equity and the sale of its Motors & Drives businesses to Nidec.  Other transaction experience includes advising Dover on its spin-off of Apergy, its upstream oil and gas business; 3M on its acquisition of the Separations Media business of Polypore; General Electric on the sale of its remaining 49% stake in NBCUniversal to Comcast; United Rentals on its acquisitions of NES, Neff and National Pump; and TE Connectivity on its sale of its Network Solutions business to Commscope and its acquisition of Measurement Specialties.  Ms. Turk also advised X-Rite on its sale to Danaher, General Motors on its sale of a 51% interest in GMAC, and Cendant on its split-up which included the separation of Realogy and Wyndham Worldwide and the sale of Travelport to Blackstone.

Prior to joining Centerview Partners, Ms. Turk was a Managing Director at Evercore Partners where she was an M&A specialist with experience in a broad range of sectors.  Ms. Turk started her career at McKinsey & Company, where she focused on strategy, marketing and operations for consumer companies.

Ms. Turk received a B.A. magna cum laude from Harvard University, and an M.B.A. with honors from Harvard Business School. She resides in New York City with her husband and daughter and is a member of the Council on Foreign Relations.


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


Priya oversees Time Warner’s global mergers and acquisitions efforts. In this role, she supports the company’s long-term corporate strategies by identifying and developing growth opportunities as well as defining capital allocation priorities.

Priya joined the Mergers & Acquisitions Group at Time Warner Inc. in 2009 and over the past eight years she has helped to originate, evaluate and execute critically important transactions across the company. These have included corporate-level transactions such as the recent merger of Time Warner with AT&T as well as divisional acquisitions and investments in production assets, television networks, digital media and over-the-top assets globally.

Prior to Time Warner, Priya was a Vice President in the Technology, Media and Telecom Investment Banking Group at Citigroup where she spent seven years based out of the New York, London and Toronto offices.

Priya received a B.Sc. (honors) degree from the University of Toronto where she majored in Commerce and Computer Science.


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.


Jennifer S. Conway is a partner in the Executive Compensation and Benefits Department of Cravath, Swaine & Moore LLP. Her practice focuses on executive compensation and employee benefit matters, principally in connection with mergers and acquisitions, initial public offerings and other business transactions. Ms. Conway also regularly counsels public and private companies on the design, implementation and disclosure of equity and cash incentive compensation and retention programs and the negotiation of executive employment and separation agreements. Ms. Conway frequently represents IBM on M&A matters, including the sale of its personal computing business to Lenovo, its acquisition of Bank of America’s mortgage servicing business and its acquisition of Sterling Commerce from AT&T.


Nina Flax is a Corporate & Securities partner in Mayer Brown's Palo Alto office. Her practice focuses on M&A, joint ventures, venture capital investing, commercial transactions and general corporate matters.

Lauded by clients as "incredibly gifted" (Legal 500 US), Nina represents buyers and sellers in connection with domestic and international stock and asset acquisitions and divestitures as well as mergers. She assists clients in negotiating and establishing domestic and international joint ventures and consortiums. She represents clients in connection with financing of startups as well as founds in the formation of startups and in exit transactions. Nina also counsels clients regarding commercial transactions, including intellectual property licenses, co-development agreements, application integration agreements and technology alliance agreements.

Nina represents US, foreign and multinational corporations, private equity firms and other public and private entities across a wide range of industries, including technology, IoT, SaaS, financial services, mobility, professional services, hospitality and leisure, gaming, agribusiness, and chemicals industries.

Nina is an active member of Mayer Brown’s Committee on Diversity and Inclusion and Mayer Brown’s Recruiting Committee.


Patricia Brink is the Director of Civil Enforcement at the Department of Justice’s Antitrust Division. As the Director of Civil Enforcement, Patty supervises the Division’s merger and civil non-merger investigations, including reviewing all proposed remedies and coordinating any international cooperation for civil matters. She is an active participant in the ICN’s Merger Working Group and has engaged in technical assistance consultations through the OECD and in several countries, including China and India. Prior to joining the Office of Operations, Patty was in the Networks and Technology Enforcement Section of the Antitrust Division and was Special Counsel for Microsoft Decree Enforcement.  She joined the Antitrust Division in 1989 after graduating from University of California, Davis King Hall.