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Fundamentals of Controlled Companies


Speaker(s): Alfred N. Sacha, William S. DeCarlo
Recorded on: Sep. 28, 2016
PLI Program #: 193264

AL SACHA is a partner in the firm’s Chicago office. Al has over 35 years of experience that includes various legal and other experience, including M&A, securities, corporate governance and executive compensation, SEC regulation and compliance, general corporate, finance, accounting and business experience, including over 25 years in the practice of law at Sidley Austin LLP. He joined the firm in 1988 and became a partner in 1997.

For many years at Sidley Austin, Al served as the primary outside corporate securities counsel for a Fortune 500®, New York Stock Exchange listed company and its publicly-traded subsidiaries that are or were listed on the New York Stock Exchange, American Stock Exchange or NASDAQ Stock Market. In this capacity, he has been involved in various legal and related matters, including M&A, securities, corporate governance, executive compensation, SEC regulation and compliance, general corporate, finance, accounting and other matters. He has also participated in many transactions for these and other companies. These included:

  • Numerous M&A transactions, including tender offers, mergers, stock acquisitions, asset acquisitions, divestitures and exchanges, involving public and private transactions, totaling billions of dollars.
  • Numerous public debt and equity registration statements and offerings, including initial public offerings (IPOs), as well as non-public securities transactions, totaling billions of dollars.
  • Numerous other corporate transactions involving recapitalizations, reincorporation, restructurings or other corporate changes through charter amendments, bylaw amendments, mergers, asset contributions, exchange offers, stock repurchases, spin-offs and stock dividends, totaling billions of dollars.

Before joining Sidley Austin, Al was successively an accounting manager, assistant controller. Controller of U.S. Operations and the Controller for Lawter International, Inc., which was a public New York Stock Exchange listed company, from 1980-1987. In that capacity, Al had responsibilities relating to Lawter’s accounting, tax, and payroll/benefits/human resources departments. The responsibilities included business analysis and planning, internal management accounting and reporting, external accounting and reporting, treasury and financing matters, SEC filings and compliance, M&A, compliance with legal, tax and other requirements relating to payroll/benefits/human resources, federal, state and local and international taxes, domestic and international tax planning, tax audits and disputes with taxing authorities.

Before Lawter, Al was employed as an auditor as well as a tax accountant for Arthur Andersen from 1977 to 1980. At both Lawter and as an auditor at Arthur Andersen, Al had significant involvement in establishing, maintaining and/or reviewing and analyzing internal controls.

Al earned his Juris Doctor degree through the night program of the DePaul University College of Law while continuing his full time responsibilities at Lawter. He also obtained an MBA in Finance attending the night program of DePaul University’s Graduate School of Business. He received a B.S. in Accounting degree from the University of Illinois in Chicago.

Al has been a Certified Public Accountant (CPA) since 1978 (inactive) and has been a Certified Global Management Accountant (CGMA) since this designation was established in 2012 by the American Institute of Certified Public Accountants (AICPA) and the Chartered Institute of Management Accountants.

Al Sacha is a lawyer, MBA, CPA and CGMA that has over 35 years of various legal and other experience, including M&A, securities, corporate governance, executive compensation, SEC regulation and compliance, general corporate, finance, accounting and business experience, including over 25 years in the practice of law at Sidley Austin.

Experience

The following are some of the transactions in which Al has had significant involvement:

  • $50 billion cash and stock (at announcement) public sale of VoiceStream Wireless (n/k/a T-Mobile USA) by Telephone and Data Systems, other controlling shareholders and public shareholders to Deutsche Telekom
  • $6 billion stock (at closing) public sale of Aerial Communications by Telephone and Data Systems and public shareholders to VoiceStream Wireless (n/k/a T-Mobile USA)
  • $600 million private cash acquisition of Chicago PCS wireless business by United States Cellular Corporation from PrimeCo Wireless Communications
  • $100 million public sale of First Commonwealth to The Guardian Life Insurance Company
  • Over $1 billion in aggregate of numerous other acquisition, divestiture or exchange transactions, primarily for Telephone and Data Systems and United States Cellular Corporation
  • Over $5 billion in aggregate of various public and private debt and equity offerings, primarily by Telephone and Data Systems and United States Cellular Corporation
  • Over $5 billion in aggregate of multi-bank revolving credit facilities for Telephone and Data Systems and United States Cellular Corporation
  • Initial public offerings of First Commonwealth, Aerial Communications and American Paging
  • $3 billion recapitalization to combine public shares of Telephone and Data Systems
  • $3 billion public recapitalization and reincorporation to Delaware by Telephone and Data Systems
  • $2 billion public recapitalization to distribute new class of low-vote stock for Telephone and Data Systems
  • $900 million public dual-class recapitalization of Commerce Clearing House (CCH)
Memberships & Activities

Al is a member of the Illinois Bar.

Al is a Certified Public Accountant (CPA) (inactive) and a Certified Global Management Accountant (CGMA).

He is also a member of the American Bar Association (ABA), the American Institute of Certified Public Accountants (AICPA) and the American Association of Attorney-CPAs .


Practices

Admissions & Certifications
  • U.S. District Court, N.D. of Illinois - General, 1989
  • Illinois, 1988

Education
  • DePaul University College of Law, J.D., 1988 (with honors, award for highest GPA in graduating class)
  • DePaul University, M.B.A., 1995 (with distinction)
  • University of Illinois - Chicago, B.S., 1977 (with honors, with high distinction in Accounting)

Industries


BILL DECARLO has over 38 years of transaction and related legal experience. His transaction experience includes private and public merger and acquisition transactions, private and public credit agreements and debt issuances, reorganizations and the formation of partnerships, limited liability companies, and joint ventures, and negotiations of business agreements.

For over 26 years, Bill has provided legal advice and related business counsel to Telephone and Data Systems, Inc., a publicly traded telecommunications holding company, now a Fortune 1000® company, and its public and private subsidiaries. TDS’s subsidiaries include United States Cellular Corporation, a public traded subsidiary of TDS, that is the fifth-largest wireless service provider in the United States, TDS Telecommunications Corp., which provides local and long-distance telephone services, OneNeck IT Solutions LLC, which provides data center and related managed and IT solution services and TDS Broadband LLC, which provides cable and broadband services.

Since 2000, Bill has served as the non-executive, general counsel of TDS, and as such has provided advice and counsel on corporate governance matters, regulatory issues, and other legal affairs of the company, and has general oversight of the work of other attorneys on various legal matters for the company.

Representative matters that are public include:

  • The acquisition of wireless and voice data companies and assets, traditional telephone companies, hosted and managed services companies and cable/broadband companies
  • The divestiture of wireless voice and data assets
  • The formation, consolidation and dissolution of partnerships, limited liability companies and joint ventures
  • Overseeing litigation and settlements relating to partnership disputes, including rights of first refusal, valuations and other partnership matters, intellectual property rights and other business disputes
  • A lengthy reorganization of a wireless company, including related litigation with government and corporate creditors

Bill is a graduate of Georgetown University Law School. Prior to attending law school, he earned a M.A. Finance at the University of Pennsylvania, and a B.S. Economics at the Wharton School, University of Pennsylvania.

Practices


Admissions & Certifications
  • Illinois, 1986
  • New York, 1977

Education
  • Georgetown University Law Center, J.D., 1976
  • University of Pennsylvania, M.A., 1976
  • University of Pennsylvania, B.S., 1971

Industries