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Trump Administration’s Potential Impact on M&A


Speaker(s): Eric S. Siegel, Jeremy B. Zucker, Joshua Y. Milgrim, Michael L. Weiner, Susan M. Hendrickson
Recorded on: Feb. 28, 2017
PLI Program #: 210003

Eric S. Siegel represents strategic buyers and sellers as well as financial sponsors and their portfolio companies in domestic and cross-border M&A and joint venture transactions across a wide range of industry sectors, including technology, energy, healthcare, manufacturing and marketing services. In addition, he advises new and seasoned issuers as well as major investment banks in connection with securities offerings of equity and debt.

Mr. Siegel also advises clients on the full range of general corporate matters, including corporate governance and securities law compliance matters, SEC disclosure filings and the preparation of annual and quarterly reports and proxy statements.

Mr. Siegel was named among Pennsylvania’s 2016 “Lawyers on the Fast Track” by The Legal Intelligencer, which celebrates the next generation of great lawyers in the Pennsylvania legal community. He is also listed as a leading lawyer in legal directory The Legal 500 (U.S.), where he has been cited as “a rising star” who is “razor sharp, a keen negotiator and a true business partner.”

Significant Representations

  • Berwind Group in numerous acquisitions and dispositions, including the US$600 million sale of Elmer’s Products, Inc. to Newell Rubbermaid, the purchase of Protective Industries Inc. from Windjammer Capital Investors, and the sale of Specialty Coating Systems to KISCO Ltd. of Japan.
  • Edgen Group Inc. in its going private acquisition by Sumitomo Corporation for US$1.2 billion in cash, its initial public offering, its acquisition of Murray International Metals Ltd. and over a billion dollars in senior secured notes offerings.
  • Amkor Technology, Inc. in the formation of a joint venture with Toshiba Corporation to provide semiconductor services in Japan, in the purchase of a power discrete packaging business in Malaysia and in several capital markets transactions.
  • Court Square Capital Partners in its US$590 million “going private” acquisition of Pike Corporation, one of the nation’s largest specialty construction and engineering firms serving the electric power industry, its acquisition of the Human & Operational Performance Improvement Software Division of RWD Technologies, LLC, and its acquisition and sale of Mosaic Sales Solutions Holding Co., a North American marketing company.
  • Numerous business development companies sponsored by Franklin Square Holdings, L.P. in connection with their multi-billion dollar continuous equity offerings, debt offerings and general corporate and securities matters.
  • Siemens in its acquisition of eMeter Corporation, a leading provider of smart grid software solutions.
  • A U.S. oil and gas services company in a $210 million out-of-court restructuring transaction.
  • The Special Committee of the Board of Directors of Pulse Electronics Corporation in its going private transaction with funds managed by Oaktree Capital Management, L.P.
  • Brandywine Senior Living, Inc. in its US$610 million sale of 19 senior housing facilities to Health Care REIT Inc.
  • Israel Chemicals Ltd. in its US$352 million acquisition of Supresta LLC, the world’s largest producer of phosphorus-based flame retardants and other products made from phosphorus, and its US$255 million acquisition of Astaris- a 50/50 joint venture between Solutia Inc. and FMC Corporation.
  • Teachers’ Private Capital, the private investment arm of the Ontario Teachers’ Pension Plan (OTPP), in its acquisition of a specialty resin adhesive and paper overlays producer from Dynea Chemicals Oy of Finland.
  • Jefferies Capital Partners in its acquisition of the OCTG business of Bourland & Leverich Holding Company and a US$700 million portfolio company recapitalization.

Education

University of Pennsylvania, B.A., 1997, summa cum laude
Harvard Law School, J.D., 2001

Bar Admissions/Qualifications

Pennsylvania
New Jersey

Memberships

Member, Executive Committee of the Business Law Section of the Philadelphia Bar Association
Co-Chair, Private Equity & Venture Capital Committee of the Philadelphia Bar Association


Jeremy B. Zucker, co-chair of the firm’s International Trade and Government Regulation practice, advises clients on international trade regulatory compliance matters, including in relation to the U.S. Foreign Corrupt Practices Act (FCPA), the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), economic sanctions programs administered by the Office of Foreign Assets Control (OFAC) and the anti-money laundering provisions of the USA Patriot Act. Mr. Zucker also has extensive experience advising on national security reviews under Exon-Florio by the Committee on Foreign Investment in the United States (CFIUS) and negotiating national security agreements. In addition, Mr. Zucker advises clients regarding U.S. government surveillance authorities under the Foreign Intelligence Surveillance Act (FISA). He has represented clients before the U.S. Departments of Commerce, Defense, Homeland Security, Justice, State and Treasury, as well as at the White House.

Mr. Zucker assists clients in all phases of their compliance and risk mitigation programs, including evaluating existing programs, developing and drafting new policies and procedures and providing training, as well as conducting risk assessments, compliance audits and complex internal investigations. He also performs due diligence for planned mergers and acquisitions, and helps prepare and submit applications and disclosures to government authorities.

Mr. Zucker was recognized as a "noted practitioner" in the area of International Trade: Export Controls & Economic Sanctions by Chambers USA in 2016. He has been recognized as a leading lawyer in the area of International Trade by the Legal 500 (U.S. 2012). He was also named one of the Top 10 Rising Stars Under 40 in International Trade by Law360 in 2010.

Mr. Zucker is co-author of the United States chapter of Global Legal Insights - Bribery & Corruption, a book covering bribery and corruption law in 27 jurisdictions. The publication provides an overview of the law and enforcement regime, enforcement activity during recent years, issues relating to investigation and enforcement decisions, corporate liability, and proposed reforms in the years ahead. In 2015, Mr. Zucker was appointed to the Law360 International Trade Editorial Advisory Board.

Mr. Zucker co-founded and chairs Freedom Now, a non-profit, non-governmental and non-partisan organization working to free prisoners of conscience through legal, political and public relations advocacy efforts. Freedom Now has successfully secured the release of prisoners of conscience in Africa, Latin America, the Middle East and Asia.

  • Prior to joining Dechert, Mr. Zucker served as a partner in the international trade and investment practice of a major international law firm. He also previously worked for an investment banking firm in New York, where he structured mergers and acquisitions in Latin America.

    Significant Representations
  • Conducting an export compliance investigation in China for a publicly-traded high technology company.
  • Representing an Asian sovereign wealth fund in connection with its investment in a U.S. software company.
  • Negotiating resolution with multiple U.S. government agencies of violations of export controls and economic sanctions by a major Middle Eastern airline.
  • Representing multiple senior officials of a Russian telecommunications company in connection with a U.S. Government investigation of violations of U.S. anti-bribery laws.
  • Advised company with significant operations at US airports regarding CFIUS review of potential acquisition by a Middle Eastern company.
  • Represented multiple senior officials of a major European bank in connection with a U.S. Government investigation of violations of U.S. economic sanctions.
  • Conducted an anti-bribery investigation in Brazil on behalf of a publicly-traded medical device company.
  • Provided compliance advice and training to the Asian operations of a major oil and gas company.
  • Conducted an anti-corruption risk assessment and internal investigation for a major global pharmaceutical/life sciences company with respect to operations in China and Russia.
  • Performed an export compliance audit for a subsidiary of a major U.S. defense company.
  • Advising multiple financial services companies regarding compliance with applicable economic sanctions laws.
  • Advising various multinationals with respect to sufficiency of compliance policies and procedures and suggested improvements reflecting risk assessments and global best practices.

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

Education

Yale University, B.A.
Harvard University, John F. Kennedy School of Government, M.P.P.
New York University School of Law, J.D., magna cum laude, Order of the Coif

Bar Admissions/Qualifications

District of Columbia
New York

Memberships

Member, U.S. Department of State Advisory Committee on International Economic Policy: Sanctions Subcommittee

Languages

English
French
Spanish


Joshua Milgrim focuses his practice on the international and domestic tax aspects of complex public and private mergers and acquisitions, both domestic and cross-border. He also advises clients on joint ventures, business structuring, securities offerings, financing transactions, and debt restructurings and workouts. In addition, Josh has represented sponsors in the formation of investment management companies.

Mr. Milgrim advises both U.S. and non-U.S. investors and businesses regarding the U.S. tax consequences of their investments and business activities. He works closely with our corporate, finance, and restructuring teams, representing private equity firms and their portfolio companies, as well as advising both public and closely held companies. Mr. Milgrim has been distinguished as a New York Metro “Rising Star” by Super Lawyers in its 2011 – 2016 editions, and he was recognized in the 2014 Tax Director's Handbook in the United States - Leading tax law firms: International tax category.

Significant Representations

Examples of the types of matters on which Mr. Milgrim has advised include:

  • Engineering domestic and cross-border acquisition and disposition structures for numerous private equity groups.
  • Advising on restructurings and bankruptcies for lenders, partnerships, and corporate debtors.
  • Representing various multinational corporations in cross-border acquisitions and international operating and holding structures.
  • Structuring various investment funds (e.g., distressed debt, private equity, real estate) marketed to global investors.
  • Forming and restructuring numerous operating joint ventures and investment funds for partners/investors in multiple jurisdictions, which were designed to operated in and invest in multiple tax jurisdictions.
  • Advising high net worth individuals on income tax planning strategies.

Examples of matters Mr. Milgrim has recently provided tax advice on include representing:

  • Bruckmann, Rosser, Sherrill & Co. in its investment in Eos Fitness LLC.
  • Graham Partners in its acquisitions of Mitten Inc., Henry Company, Hemasource Holdings, LLC and Tidel Engineering, L.P., and the assets of Universal Cold Storage, LLC and Universal Pasteurization Company, LLC.
  • Line-X Holdings, a portfolio company of Graham Partners, in connection with its acquisitions of Ground Effects Ltd. and American Aftermarket Group LLC.
  • The Atlas Group, a portfolio company of Graham Partners, in connection with its acquisition of Brenner Aerostructures, LLC.
  • Eberle Design, Inc., a portfolio company of Graham Partners, in connection with its acquisition of substantially all of the assets of Reno Agriculture & Electronics and certain real estate owned by its affiliate.
  • Henry Company LLC, a portfolio company of Graham Partners, in connection with its acquisition of substantially all the assets of West Development Group, LLC.
  • B&B Electronics Manufacturing Company, a portfolio company of Graham Partners, in connection with its acquisition of substantially all of the assets of IMC Networks Corp. and its acquisition of Conel, s.r.o.
  • Mitten Inc., a portfolio company of Graham Partners, in connection with the sale of its to Ply Gem Industries, Inc.
  • Eberle Design, Inc., a portfolio company of Graham Partners, and its wholly-owned subsidiary Reno A&E, LLC in its sale to Brazos Private Equity Partners, LLC.
  • Strata Products Worldwide, LLC and Strata Proximity Systems, LLC, portfolio companies of Graham Partners, in the sale to Wingate Partners.
  • Innovative XCessories & Services LLC, the parent of Line-X and Ground Effects and a portfolio company of Graham Partners, in its sale to Olympus Partners.
  • The special committee of independent directors of Steiner Leisure Limited (NASDAQ: STNR), in connection with the sale of Steiner Leisure to an affiliate of Catterton, a private equity sponsor, for US$65 per share.
  • Egalet Corporation (NASDAQ: EGLT), in connection with its public offerings and financings.
  • Johnson & Johnson Innovation in various biotech investments.
  • Poxel SA (ticker symbol: POXEL), an independent French biopharmaceutical company, in the listing of its shares on the regulated market of Euronext in Paris.
  • Shermen WSC Acquisition Corp., a special-purpose acquisition company (SPAC), in its US$268 million acquisition of the Westway bulk liquid storage and liquid animal supplement businesses of ED&F Man Holdings Limited.
  • Affiliates of Versa Capital Management, Inc. in the acquisition of Canada-based Allen-Vanguard Corporation (TSX: VRS) and the acquisitions of Ohio Community Media, Freedom Central and Heartland and the formation of Civitas Media, LLC.
  • Affiliates of Versa Capital Management, Inc. in connection with the sale of one of its portfolio companies, Brite-Line Technologies, LLC.
  • Kofax Limited (NASDAQ: KFX), in its incorporation in Bermuda and listing on the London Stock Exchange and a listing on the NASDAQ Global Select Market.
  • Kofax Limited (NASDAQ: KFX) in its sale to Lexmark, for US$11.00 per share.
  • Kofax plc in connection with its acquisitions of Kapow Technologies Holdings, Inc., Altosoft Corporation, and SoftPro GmbH.
  • Centre Partners Management LLC, in the sale of its portfolio company Monte Nido Holdings LLC to Levine Leichtman Capital Partners.  
  • Centre Partners Management LLC and its related funds in the sale of their portfolio company, Ross Aviation, LLC to Landmark Aviation, a portfolio company of the Carlyle Group.
  • Connors Bros., L.P., a portfolio company of Centre Partners Management, in its US$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 US$600 million acquisition of Connors Bros. Income Fund.
  • Gray Energy Investors, LLC, a portfolio company of Centre Partners Management, in connection with the US$157.5 million sale of Gray Wireline, a Texas-based energy services company, to Seawell Limited (OSE: SEAW), a Norwegian publicly traded company.

Education

Brandeis University, B.A., 2000
Fordham University School of Law, J.D., 2003, member of the Fordham Law Review
New York University School of Law, LL.M., 2007

Bar Admissions/Qualifications

New York


Michael L. Weiner, Co-Leader of Dechert’s Antitrust/Competition Practice Group, provides strategic advice, resolves government investigations and effectively litigates for clients with antitrust issues in a broad range of industries.

He has significant experience in successfully completing complex merger transactions, having represented Yahoo!, Inc. in its joint venture with Microsoft, Inc., Avis in its acquisition of Budget, Genzyme in its acquisition of Ilex Oncology, Centennial Communications in its acquisition by AT&T, and Rural Cellular in its acquisition by Verizon Wireless.

In his litigation work, Mr. Weiner has represented clients in price-fixing and other antitrust class actions in a variety of industries, including insurance (AXIS Specialty Insurance Company and AXIS Surplus Insurance Company), real estate brokerage (Realogy Corp.), art auctions (Christie’s, Inc.) and magnesite (China Minmetals Corporation and China National Minerals Co., Ltd). He represented Travelport Inc. in a high-profile, bet-the-company monopolization and antitrust conspiracy lawsuit with American Airlines.

Mr. Weiner has been recognized for his work by legal referral guide Chambers USA, where he was “praised by commentators who note that ‘he is extremely knowledgeable on substantive antitrust law, and better yet, he’s easy to work with.’” Chambers USA also wrote that Mr. Weiner has won “particular acclaim” for his “M&A expertise” and is also noted for providing “thoughtful guidance” by commenters who consider him “extremely knowledgeable” and “extremely practical.” He has been named a national and New York “litigation star” in Benchmark Litigation, “recommended” in Legal 500, and listed in Chambers Global, Who’s Who Legal, International Who’s Who of Competition Lawyers and Global Counsel Handbooks’ Competition Law as well as in The Best Lawyers in America. He was also featured (a number of years ago) in Global Competition Review’s “45 Under 45 Survey of International Competition Lawyers.”

He is a frequent speaker and author on a wide range of antitrust/competition issues and currently serves as an officer of the New York State Bar Association's Antitrust Section. He sits on the editorial board of World Competition Law and Economics Review and is the former editorial chair of ANTITRUST magazine (1994-1998), as well as a former Council Member and Officer of the ABA’s Antitrust Section.

Education

University of Pennsylvania, B.A., 1976, cum laude
Georgetown University Law Center, J.D., 1980, magna cum laude

Bar Admissions/Qualifications

New York

Memberships

Law360 Competition Editorial Advisory Board Member
New York State Bar Association Antitrust Section Vice-Chair and Executive Committee member
ABA Antitrust Section former Secretary and Chief Communications Officer and Council Member
Former Antitrust Magazine Editor-in-Chief


Susan M. Hendrickson has been practicing in the healthcare area her entire career and has a wealth of experience in all aspects of healthcare transactional and regulatory matters.

Ms. Hendrickson’s practice focuses on transactions involving healthcare companies and managing the complicated interplay of all aspects of healthcare regulatory issues, including fraud and abuse, corporate compliance, licensing, and government payment programs, within the context of mergers and acquisitions, and sophisticated finance of healthcare companies. She has recently represented several private equity firms in their acquisitions and dispositions of healthcare companies. Ms. Hendrickson led a team of Dechert attorneys that was “commended” for its innovation related to strategy and implementation in connection with a major multi-billion transaction by the 2011 Financial Times Innovative Lawyers Report. In addition, Ms. Hendrickson has recently been selected as a leading lawyer for M&A in the IFLR 1000.

Early in her career, Ms. Hendrickson served as deputy attorney general for New Jersey as legal counsel to the New Jersey Division of Medical Assistance and Health Services and to the New Jersey Department of Health and also served as the director of the Certificate of Need Program for the New Jersey Department of Health and was responsible for the administration of the program totaling US$400 million in requests annually. Ms. Hendrickson has also worked as a healthcare consultant concentrating on healthcare regulatory matters. In this capacity, she authored legislation regulating preferred provider organizations. Ms. Hendrickson has extensive experience in healthcare regulatory and legislative matters.

Ms. Hendrickson is a member of various professional associations, including the Health and Hospital Law Committee of the New Jersey State Bar Association, the National Association of Healthcare Facilities, and the American Health Lawyers Association.

Significant Representations

  • Columbia Pacific Management, Inc. and its affiliate China Senior Housing, L.P. in negotiations for the formation of joint venture companies that will own and operate hospital and senior living facilities in China and also in the development of a company that will provide management and support services to health care facilities in China.
  • Bregal Partners L.P. on its acquisition of a leading multi-state provider of community-based residential and behavioral services to adults and children with intellectual and developmental disabilities in the western U.S.
  • Ventas, Inc. in its US$7.4 billion acquisition of Nationwide Health Properties Inc. to create the biggest healthcare real estate investment trust in the U.S.
  • Universal American Corp. in its US$1.25 billion sale of its Medicare Part D business to CVS Caremark Corporation.
  • Ventas, Inc. in its US$3.1 billion acquisition of the real estate assets of Atria Senior Living Group, the fourth largest operator of assisted living properties in the U.S.
  • Fillmore Capital Partners in its US$2.4 billion acquisition of Beverly Enterprises and the restructuring and privatization of the company.
  • Prodigy Health Group, the nation’s largest independent third party administrator of self-funded health care plans, in its US$600 million sale to a subsidiary of Aetna Inc.
  • Brandywine Senior Living, Inc. in its US$610 million sale of 19 senior housing facilities to Health Care REIT Inc.
  • Arizant Inc. in connection with Court Square Capital Partner’s US$810 million sale of the company to 3M Company.
  • Warburg Pincus in its acquisition of health care companies.
  • Select Medical Corporation in its US$2.3 billion sale to EGL Holdings Company.
  • Atlantic Care Regional Medical Center in the structuring of its network of outpatient off-site hospital based services.
  • Abington Memorial Hospital in the restructuring of its ambulatory surgical centers to include physician investors.
  • Merrill Lynch in its financings of senior care company multi-facility acquisitions.

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

Education

Villanova University, B.S., 1976, Nursing
Seton Hall University School of Law, J.D., 1982

Bar Admissions/Qualifications

New Jersey

Memberships

Health and Hospital Law Committee of the New Jersey State Bar Association
National Association of Health Care Facilities
American Health Lawyers Association