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Drafting and Negotiating Corporate Agreements 2013


Speaker(s): Alyssa A. Grikscheit, Eric Alan Stone, Jack S. Bodner, Michael S. Sackheim, Nadia Burgard, Nancy A. Lieberman, Sarkis Jebejian
Recorded on: Jan. 2, 2013
PLI Program #: 41986

Nancy A. Lieberman concentrates on merger and acquisition transactions involving public and private companies, including negotiated and contested acquisitions, private equity transactions, tender offers, recapitalizations and restructurings. Ms. Lieberman advises corporations on various corporate governance issues and also has extensive experience in structuring and negotiating U.S. and international joint ventures, a subject she has lectured on over the years.

The National Law Journal listed Ms. Lieberman as one of "the 50 most influential women lawyers in America" (1998).

She has advised the following companies:

  • DigitalGlobe, Inc., a provider of earth imagery and geospatial information solutions, in its merger with GeoEye, Inc., an information technology provider for the aerospace and defense industry;
  • Amylin Pharmaceuticals, Inc., a biopharmaceutical company that has developed a novel type II diabetes drug (exenatide), in its acquisition by Bristol-Myers Squibb Company;
  • Amylin Pharmaceuticals, Inc. in its agreement with Eli Lilly and Company to terminate their alliance for the diabetes drug exenatide. This is a first-of-its kind deal in which a biotech firm is separating its relationship from a large pharmaceutical company. The American Lawyer profiled Ms. Lieberman as its "Dealmaker in the Spotlight" (January 2012) for her role on this transaction. The Am Law Daily also selected Ms. Lieberman as a "Dealmaker of the Week" (November 2011);
  • PAETEC Holding Corp., a provider of telecommunication services, in its acquisition of Cavalier Telephone, LLC. Previously, she represented U.S. LEC Corp. in its strategic telecommunications combination with PAETEC Holding Corp.;
  • Great Plains Energy in its joint acquisition with Black Hills Corporation of Aquila, Inc., an electric and gas utility. Additionally, she represented Great Plains Energy in the sale of Strategic Energy, its competitive retail electricity business. Previously, she represented Great Plains' predecessor, Kansas City Power & Light Company, in a number of transactions, including a series of unsolicited tender offers and proxy contests;
  • the special committee of Alfa Corporation in its going-private acquisition by its parent company, the Alfa Mutual Group of insurance companies;
  • Maher Terminals, the largest operator of marine port terminal facilities at the Port of New York and New Jersey and at Prince Rupert, Canada, in its sale to RREEF Infrastructure, a private equity affiliate of Deutsche Bank;
  • Rite Aid Corporation in various transactions, including its acquisition of the Eckerd and Brooks drugstore chains from the Jean Coutu Group of Canada. Previously, she represented Rite Aid in its acquisition of PCS Holding Corporation, a prescriptions benefit manager, from Eli Lilly and Company; its strategic e-commerce alliance with drugstore.com, inc.; and the proposed acquisition of Revco D.S., Inc.;
  • Russell Corporation, an athletic apparel manufacturer, in its merger with an affiliate of Berkshire Hathaway;
  • Fisher Scientific International Inc. in its strategic combination with Thermo Electron Corporation, and its prior acquisition of Apogent Technologies Inc., as well as other transactions and corporate governance matters;
  • Arysta Life Science North America Corporation in its acquisition of Micro Flo Company, an agrochemicals business, from BASF;
  • VHA Inc., as a shareholder of Neoforma Inc. in connection with the merger of Neoforma into Global Healthcare Exchange, LLC (GHX), a joint venture consortium of health care manufacturers, distributors and providers; and VHA's joint venture equity investment in GHX;
  • the special committee of Edison Schools Inc. in a leveraged buyout transaction in which Edison was acquired by its management and Liberty Partners;
  • Huntsman Corporation and its affiliates in numerous transactions, including its restructuring and its acquisition of Texaco Inc.'s worldwide chemicals business; its formation of Huntsman ICI Holdings LLC and the related acquisition of Imperial Chemicals Industries plc's polyurethanes, petrochemicals and titanium dioxides businesses; its acquisition of Rexene Corporation; its acquisition of NOVA Chemical Corporation's polypropylene business; its acquisition of Monsanto Company's specialty chemicals business; its acquisition of Elf Atochem's expandable polystyrene business; its formation of a joint venture with Consolidated Press Holdings Limited of Australia to acquire Chemplex Holdings Pty Limited; and its acquisition of Goodyear Tire & Rubber Company's worldwide film products business;
  • The Williams Companies Inc. in various transactions, including the sale of its Kern River Pipeline and the issuance of preferred stock to MidAmerican Energy Holding Company, an affiliate of Berkshire Hathaway Inc., and the sale of its Mid-American and Seminole Pipelines to Enterprise Products Partners L.P.;
  • Gloria Vanderbilt Apparel Corporation in its sale to Jones Apparel Group, Inc.; and
  • Vlasic Foods International, Inc. in various transactions, including the sale of its U.S. and Canadian food businesses pursuant to its Chapter 11 bankruptcy reorganization to an affiliate of the leveraged buyout firm Hick, Muse, Tate & Furst Incorporated.


Alyssa A. Grikscheit has a diverse corporate practice that currently emphasizes complex transactions and alternative investment funds. Her experience also includes private equity and hedge funds, mergers and acquisitions, strategic alliances and restructurings. Alyssa is fluent in Spanish and French and has extensive experience in international transactions, particularly those involving Latin America and other emerging markets such as China and India. Alyssa represents domestic and foreign clients making cross-border investments. She also represents buyers and sellers, including private equity funds and their portfolio companies, in acquisitions, dispositions, strategic alliances, restructurings and financings, including transactions in regulated industries such as the healthcare, pharmaceutical, energy, telecommunications and defense industries. In addition, Alyssa represents sponsors of alternative investment funds in fund formation and other aspects of their operations. Such funds have included distressed debt, energy, infrastructure, real estate opportunity, agribusiness, fintech, microfinance and emerging market funds.

Alyssa is ranked in Chambers Global, Chambers USA and Chambers Latin America where “she is noted for her work in the M&A and private equity space and has longstanding experience dealing with cross-border transactions in Latin America.” Additionally, she has been recognized in IFLR1000 as a “Rising Star” for Investment Funds in the U.S. Alyssa was also recommended in Private Equity Funds in The Legal 500 US and in Capital Markets and Corporate M&A in The Legal 500 Latin America. Alyssa has also been recognized by Latinvex in “Latin America’s Top 100 Lawyers” and is featured as one of “Latin America’s Top 50 Female Lawyers: Corporate/M&A.”

Alyssa actively represents a nonprofit in establishing and capitalizing microfinance institutions in emerging markets on a pro bono basis. She served as co-chair of the Inter-American Committee of the New York State Bar Association’s International Section and is a Life Fellow of the American Bar Foundation.

Alyssa graduated cum laude from The University of Michigan Law School in 1994.  She received a Diploma in European Studies from the College of Europe in Bruges, Belgium in 1991 and an A.B. magna cum laude from Harvard College in 1990.


Jack Bodner is a partner in the firm’s Mergers and Acquisitions and Corporate Governance groups. He has more than 20 years of experience in advising acquirers, targets, investors, boards of directors, special committees, and investment banks in domestic and cross-border negotiated and unsolicited mergers and acquisitions transactions. 

Mr. Bodner’s practice also includes counseling clients on corporate and governance related matters, including compliance and disclosure issues, shareholder rights plans and proxy contests, and other defense and takeover measures.  Mr. Bodner received his J.D. from New York University School of Law, where he was elected Order of the Coif, and his B.A., magna cum laude, from New York University.


Nadia Burgard has a broad array of experience in financing and restructuring transactions, including leveraged acquisitions, asset-based  and unitranche financings, second-lien financings, real estate finance and repurchase facilities, workouts, and debtor-in-possession and exit financings. Ms. Burgard’s clients include numerous financial institutions, as well as private equity sponsors and their portfolio companies in leveraged credit and structured finance transactions.

Relevant Experience

  • Advised acquirer in connection with repurchase facilities financing the acquisition of a portfolio of $2 billion of distressed commercial mortgage loans.
  • Advised agent and arranger in connection with a $60 million cross-border, asset-based unitranche facility for an airplane parts manufacturer.
  • Advised acquirer in connection with repurchase facilities financing the acquisition of a portfolio of $450 million of distressed commercial mortgage loans.
  • Advised financial institutions in connection with disposition, restructuring of, and the risk management for a portfolio of ABS, RMBS, CMBS, and CDO assets totaling in excess of $25 billion.
  • Advised acquirer in connection with the financing of the acquisition from the original lender of a portfolio of $480 million of distressed commercial mortgage loans.
  • Advised mortgage finance company in connection with out-of-court restructuring of over $4 billion of ABS, RMBS, repurchase and other debt facilities.
  • Advised arranger and managing underwriter in first, second, bridge and high yield facilities totaling $5 billion in connection with a planned cross border leveraged buyout of an international airline.
  • Advised agent bank in connection with $800 million of senior secured revolving credit facilities for specialty finance company.
  • Advised agent bank in connection with $315 million of DIP and exit credit facilities for a national trucking company.
  • Advised agent bank in connection with $115 million of acquisition financing facilities for a regional fiber optic telecoms operator.
  • Advised agent bank, in connection with the restructuring of $700 million of senior secured credit facilities for a national CLEC with networks in 37 cities within the United States.
  • Advised agent bank in connection with restructuring of $65 million of first and second lien credit facilities for specialty home builder.

Events

  • Speaker, Drafting and Negotiating Credit/Indenture Agreements, Practising Law Institute, January 2012 and January 2013.
  • Speaker, Risks of Entrusting Financial Asset Collateral with Securities Intermediaries, Association of Commercial Finance Attorneys, February 4, 2009

Education

JD, Fordham University, Articles Editor, Fordham Urban Law Journal, 1991
BA, Wesleyan University, Wesleyan Program, Paris, France, 1982

Bar Admissions

New York


Sarkis Jebejian is a corporate partner in Kirkland’s New York office and focuses his practice primarily on mergers and acquisitions, governance and other general corporate counseling, including shareholder activism defense. 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 2019, 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 2013–2019 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. Sarkis received his J.D. from Columbia Law School and his B.A. from Columbia College.


A partner in the Litigation Department, Eric Stone divides his practice between general commercial litigation and patent litigation.  He has litigated and tried cases in State and federal courts across the country, and in arbitrations here and overseas. 

Significant commercial cases include:

  • Private equity funds in litigation regarding the purchase or sale of various portfolio companies;
  • Trustees of a State’s largest municipal pension plans in an action against their former actuaries;
  • A leading technology and services company in employment litigation;
  • A major medical device manufacturer in a series of product liability class actions; and
  • Songwriters and music publishers in litigation to set the rates that online music providers pay to perform their music.

Significant patent cases include:

  • Genentech in litigation over a pathbreaking patent disclosing a method for creating antibodies using recombinant DNA techniques.
  • Biogen Idec in litigation regarding recombinant beta interferon.
  • Craig Thompson, M.D., the President of the Memorial Sloan Kettering Cancer Center, in litigation related to Dr. Thompson’s prior work in cancer metabolism at the University of Pennsylvania.

Eric also maintains an active pro bono practice, and is a Trustee of the Lawyers Committee for Civil Rights Under Law.

Eric served as a notes and comments editor of the New York University Law Review and was elected to the Order of the Coif. Before law school, Eric participated in the New York City Urban Fellows program, working at the New York City Department of Correction.

Practices

  • Litigation
  • Employment
  • General Commercial Litigation
  • Insurance
  • Intellectual Property Litigation
    - Patent & Other Scientific
  • International Arbitration
  • Product Liability

Education

J.D., New York University School of Law, 1997magna cum laude
B.A., Williams College, 1993magna cum laude, Phi Beta Kappa

Clerkship

Hon. Charles P. Sifton, U.S. District Court, Eastern District of New York


Michael Sackheim is senior counsel in the New York office of Sidley Austin LLP where he concentrates on derivatives regulatory, transactional and enforcement matters.  Michael is a past Chair of the New York City Bar Derivatives Regulation Committee, and he is the managing editor of Futures & Derivatives Law Report (Thomson Reuters, publ.).  Michael is also the co-editor of a new legal treatise, The Virtual Currency Regulation Review (November 2018, Law Business Research Ltd).