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Drafting and Negotiating Corporate Agreements 2014


Speaker(s): Alyssa A. Grikscheit, Audra D. Cohen, Catherine J. Dargan, Jacqueline P. Rubin, Michael S. Sackheim, Nadia Burgard, Sarkis Jebejian
Recorded on: Jan. 10, 2014
PLI Program #: 48393

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.


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 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


A partner in the Litigation Department at Paul, Weiss, Jacqui Rubin handles a broad range of complex commercial litigation matters, including antitrust litigations and antitrust and securities class actions, regulatory and internal investigations, bankruptcy litigation and other complex business disputes.

Jacqui has substantial experience in antitrust law. She has represented clients in regulatory investigations arising out of major transactions, multi-defendant direct and indirect purchaser antitrust class actions, and other significant disputes between competitors. Her most recent clients for antitrust matters include Time Warner Cable, Becton Dickinson and Giorgio Foods.

Jacqui also specializes in bankruptcy litigation, having represented bondholder and creditor committees and debtors in numerous chapter 11 cases and contested restructuring transactions. Her recent clients in the bankruptcy and insolvency context include public and private companies in the financial services, metals and mining and oil and gas industries.

Jacqui has experience in other types of complex commercial litigation, including securities, contract disputes and malpractice actions. In addition to her practice in federal and state courts across the country, she has handled domestic and international arbitrations, and internal and regulatory investigations.

Jacqui is very active in the community and in pro bono work. Recently, she handled several cases and appeals on behalf of unaccompanied children seeking to secure lawful permanent residence in the United States. Jacqui is also a member of the Board of Directors of Mobilization for Justice, which offers free legal help to low-income New Yorkers.

Jacqui co-chairs Paul, Weiss’s Professional Responsibility Committee. She was recently recognized by Law360 as one of four “Rising Stars” nationally in the health industry for her work on behalf of pharmaceutical and medical device manufacturing companies. She is also recognized by The Legal 500 US as a leading lawyer in the antitrust area.


Catherine Dargan is co-chair of Covington’s Mergers & Acquisitions practice and a member of the firm's Management Committee.  She has broad experience in mergers and acquisitions, both public and private, and strategic partnering arrangements.  In addition to structuring and negotiating transactions, she assists clients with corporate governance, compliance and other matters.  Ms. Dargan also regularly advises clients on a variety of commercial agreements relating to manufacturing, supply, and distribution of core products.  She represents clients in a variety of industries including life sciences, consumer products, technology, defense and government contracting, media, sports, and equipment and manufacturing.  Ms. Dargan has been recognized as a leading M&A lawyer by Chambers USA, Legal 500 US, National Law Journal, and LMG Life Sciences, and was recently named as "Best in Mergers & Acquisitions" by Euromoney Legal Media Group, Americas Women in Business Law Awards (2014).  Ms. Dargan earned her J.D., cum laude, from Harvard Law School in 1994 and A.B., with honors, from Stanford University in 1991.

REPRESENTATIVE MATTERS

  • AstraZeneca in its:
    • acquisition of Ardea Biosciences (NASDAQ: RDEA) for $1.26 billion;
    • its acquisition of Bristol-Myers Squibb's interests in the companies’ diabetes alliance for an initial consideration of $2.7 billion on completion and up to $1.4 billion in regulatory, launch and sales-related payments; and
    • approximately $3.5 billion strategic diabetes alliance with Bristol-Myers Squibb in connection with BMS’s acquisition of Amylin Pharmaceuticals, including assistance in structuring agreements for the acquisition and operation of Amylin’s diabetes business by AZ and BMS.
  • MedImmune, AstraZeneca's biologic arm, in its acquisition of AlphaCore Pharma.
  • Salix Pharmaceuticals in its:
    • $2.6 billion acquisition of Santarus, Inc. (NASDAQ: SNTS); and
    • $300 million acquisition of Oceana Therapeutics, Inc.
  • Boehringer Ingelheim in its acquisition of certain animal health products divested in connection with the Pfizer-Wyeth merger.
  • Takeda in its acquisition of Intellikine, Inc. for $190 million upfront and up to $120 million in additional potential clinical development milestone payments.
  • Abbott Laboratories in its:
    • acquisition of Evalve, Inc., a medical device developer, by Abbott Vascular for up to $410 million; and
    • $3.7 billion acquisition of Kos Pharmaceuticals, Inc. (NASDAQ: KOSP).
  • Eli Lilly in its: 
    • acquisition of SGX Pharmaceuticals, Inc. (NASDAQ: SGXP), a San Diego-based biotechnology company; and
    • divestiture of its Tippecanoe manufacturing facility to Evonik Industries.


Co-leader of the S&C team advising on The American Lawyer’s 2016 “Deal of the Year” – the Kraft merger with Heinz – and recognized in 2011 as one of the “45 Under 45” – the best young women lawyers in the Am Law 200 by The American Lawyer, Audra Cohen represents buyers, sellers, boards of directors and financial advisers in a broad range of merger and acquisition transactions. Her experience includes advising on public company mergers, negotiated sales of private companies and spin-offs, and boards of directors on corporate governance matters, including with respect to activists and cybersecurity issues.

Ms. Cohen also is actively involved in the Firm’s management and administration, including as co-head of the Firm’s Consumer & Retail Group and as a member of the Firm’s Diversity Committee.

Selected clients include: Andeavor, AT&T, Avon Products, C&S Wholesale Grocers, Connecticut Water Service, Diageo, Dynegy, General Growth Properties, Hershey Foods, Intercontinental Exchange, Kraft Foods Group, LSC Communications, NBTY, Ohio Casualty Corporation, Panera Bread, Pepco, Quality Care Properties, Reed Elsevier, Ron Shaich, RR Donnelley & Sons, Wachovia Corporation and ZF Friedrichshafen. 

Recent Recognitions

  • New York Super Lawyers – recognized as a “Top Woman Attorney in New York” (2016-2017) and a leading lawyer for M&A (2006-2017)
  • The American Lawyer – co-leader of S&C team advising on 2016 “Deal of the Year” – Kraft merger with Heinz (March 2016)
  • Euromoney Legal Media Group Expert Guides, Women in Business Law 2014 – Leading Practitioner, Mergers & Acquisitions

Publications and Speaking Engagements

  • “M&A Roundup: Today’s Deal Landscape,” PLI’s 49th Annual Institute on Securities Regulation, New York, NY, November 2017 (Panelist)
  • “What’s Trending in M&A?” PLI’s 48th Annual Institute on Securities Regulation, New York, NY, November 2016 (Panelist)
  • “Top Ten Regulatory Considerations for Executing Consumer and Retail Deals,” Bloomberg BNA (co-author) (October 2016)
  • “Hostile M&A,” PLI’s Hot Topics in Mergers and Acquisitions 2016, New York, NY, October 2016 (Panelist)

Education

George Washington Law School, J.D. 1992
University of Washington, B.A. 1989


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).