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Doing Deals 2015: The Art of M&A Transactional Practice


Speaker(s): Igor Kirman, James Ben, Jane Greyf, Jane Morgan, Kevin Miller, Louis Goldberg, Paul J. Shim, Raymond Gietz, Sarah Jones, Stephen M. Kotran, Stephen S. Coats, Trevor S. Norwitz
Recorded on: Mar. 11, 2015
PLI Program #: 58593

Igor Kirman is a partner in the Corporate Department at Wachtell, Lipton, Rosen & Katz, where he focuses primarily on mergers and acquisitions, activism and takeover defense, corporate governance and general corporate matters. He has advised public and private companies, as well as private equity funds, in connection with mergers and acquisitions, divestitures, leveraged buyouts, joint ventures, cross-border deals, shareholder activism, takeover defenses and corporate governance matters.

Mr. Kirman is a frequent speaker at professional conferences, and has written articles in numerous professional publications on topics relating to mergers and acquisitions and corporate governance. He has been frequently recognized for achievement by professional organizations such as Chambers USA, New York Superlawyers, Who’s Who Legal and Best Lawyers in America.  He was twice named as Dealmaker of the Year by American Lawyer (2006 and 2015).

Mr. Kirman is the author of a book, “M&A and Private Equity Confidentiality Agreements” (Thomson Reuters). He is the chair of the Practising Law Institute’s annual “Doing Deals” program in New York and teaches a course on M&A as an adjunct at Columbia Law School.  He also serves on the Advisory Board of the Practical Law Company and on the Mergers & Acquisitions Advisory Board of Strafford Publications.

Mr. Kirman received a B.A. in Ethics, Politics and Economics magna cum laude from Yale University in 1993. He completed his J.D. at Columbia Law School in 1996, where he was notes editor of the Columbia Law Review.  He is involved in a number of civic institutions, including as a member of the Advisory Board of the Mount Sinai School of Medicine, a Trustee of the Trinity School, and a director of Renew Democracy Initiatives (RDI).  He was born in Ukraine and speaks Russian.

Education

Yale University, B.A. 1993, magna cum laude
Columbia Law School, J.D. 1996, (Notes Editor, Columbia Law Review)


James Ben  is a Managing  Director and Co-Head  of U.S. Consumer at Rothschild. Before  joining Rothschild, Mr. Ben was head of the Global Consumer and Retail M&A Group at Barclays and Lehman Brothers.  Mr. Ben began his career as a lawyer and practiced law with Sullivan & Cromwell (New York), as a member of the firm’s M&A Group.

During the course of his career, Mr. Ben has completed over $100 billion in M&A transaction volume in the consumer, retail, technology and industrial sectors.

Notable Consumer / Retail transactions include:

  • The pending sale of Pep Boys to Icahn Enterprise Partners for $1.2bn
  • Coca-Cola Iberian Partners on its pending €28 billion three way merger with Coca-Cola Enterprises and Coca-Cola Efrischungshetranke AG, a wholly-owned subsidiary of the Coca-Cola Company, to form Coca-Cola European Partners
  • The $765 million sale of Green Giant by General Mills to B&G Foods
  • The sale by CI Capital Partners of KIK Custom Products to Centerbridge Partners
  • Coca-Cola Bottling Consolidated on its territory acquisitions from The Coca Cola Company
  • BC Partners on the €940 million sale of Spotless Group to Henkel
  • Hormel on the $700m acquisition of Unilever’s Skippy Peanut Butter business
  • Spectrum Brands on the $1.4bn acquisition of Stanley Black & Decker’s Hardware & Home Improvement Group
  • ACCO Brands on its $2.0bn reverse morris trust combination with Mead Westvaco’s Consumer Business
  • Justice Holdings on its $7.5bn merger with Burger King and subsequent relisting of Burger King
  • Molson Coors’ $3.5bn acquisition of StarBev
  • Anheuser-Busch InBev on its $3.0bn sale of its Central and Eastern European Brewing Operations to CVC


Jane Greyf advises private equity firms, their portfolio companies, and corporate clients in M&A deals and other complex transactions.

Ms. Greyf draws on her sophisticated market knowledge and commercial savvy to help clients maximize the value of their corporate transactions across a range of industries, including the energy, technology, and general industrials sectors. She has particular experience representing leveraged buyout sponsors, venture capital funds, hedge funds, and other private equity investors and portfolio companies. Ms. Greyf’s work also encompasses fund restructurings and secondary transactions, as well as inbound investments into the United States by European and Asian funds.

Her practice includes advising on:

  • Buyouts
  • Acquisitions
  • Dispositions
  • Complex carve-outs
  • Equity investments
  • Joint ventures
  • Co-investments
  • Tender offers

Ms. Greyf also represents public and private companies in connection with corporate governance, securities law compliance, and general corporate matters.

Experience

Ms. Greyf’s experience includes representing:

  • Leeds Equity Partners in a number of transactions, including its:
    • Acquisition of LRN Corporation, a provider of ethics and compliance (E&C) knowledge solutions
    • Acquisition of VitalSmarts, a provider of corporate training and leadership development services
    • Acquisition of Scaled Agile, a provider of software and systems development consulting services
  • Energy Capital Partners in a number of transactions, including its:
    • Sale of Wheelabrator Technologies, an owner and operator of waste-to-energy facilities, to Macquarie Infrastructure Partners
    • Acquisition of Convergent Energy and Power, a developer of energy storage assets
    • Acquisition of CenterPoint Energy Services, a retail natural gas trading business, from CenterPoint Energy


Kevin Miller is a frequent author and speaker on M&A topics, including fairness opinions, the role of investment bankers and legal and regulatory developments relating to mergers and acquisitions. Kevin is a graduate of Rutgers University (JD) and the University of Michigan (MA Economics and AB).

Publications


Paul Shim is a partner in the New York, NY office of Cleary Gottlieb Steen &  Hamilton LLP.  His practice focuses on public and private merger and acquisition transactions.

He also provides advice regarding governance matters and the fiduciary duties of officers and directors to corporations and their boards.

He repeatedly has been recognized by the business and legal press for his work on behalf of clients, including twice being named a “Dealmaker of the Year” by The American Lawyer.


Raymond Gietz, a partner of Weil since 1989, is a member of the Firm’s Mergers & Acquisitions practice. He represents buyers, sellers, boards of directors, committees of independent directors and financial advisors in connection with complex mergers and acquisitions transactions, including public and private companies, LBOs, asset sales and joint ventures. He regularly advises boards of directors and committees on defense, corporate governance and other matters. Mr. Gietz also has been involved in numerous proxy fights and other contests for corporate control.

Mr. Gietz’s representation involves a range of industries, including healthcare, financial services and steel.

Recent M&A transactions include advising:

  • AK Steel Corporation in its acquisitions of Precision Partners Holding Company and integrated steelmaking assets in Dearborn, Michigan from Severstal North America; and in its joint venture with Magnetation
  • Barclays, as financial advisor to Gentiva Health Services, Inc., in Gentiva's sale to Kindred Healthcare, Inc.
  • Centennial Resource Development, Inc. (f/k/a Silver Run Acquisition Corp., a SPAC) in its acquisition of a controlling stake in Centennial Resource Production, LLC and its subsequent acquisition of all of the leasehold interests and related upstream assets in Reeves County, Texas from Silverback Exploration, LLC and Silverback Operating, LLC
  • Citadel Broadcasting in its sale to Cumulus Media
  • Costa Inc. in its sale to Essilor International SA
  • Elementis Global LLC in its acquisitions of SummitReheis (f/k/a Summit Research Labs) and Hi-Mar Specialty Chemicals, LLC
  • Eli Lilly and Company in its acquisitions of CoLucid Pharmaceuticals, Inc., the North American rights to the oncology product Erbitux®, Locemia Solutions ULC, Glycostasis, Novartis Animal Health, Lohmann Animal Health, ChemGen, Agri Stats, Avid Pharmaceuticals and Alzheimer’s imaging agents from Siemens Medical Solutions; in its sale of veterinary assets to Virbac SA; and in its strategic review of Elanco, its animal health division
  • Equiniti Group plc in its acquisition of Wells Fargo Shareowner Services
  • Australian biopharmaceutical company Fibrotech Therapeutics Pty Ltd. in its sale to Shire plc
  • Franklin Templeton in its acquisitions of the investment advisor team from AlphaParity LLC, K2 Advisors, Darby Holdings and Fiduciary Trust
  • GE Aviation Systems in its acquisitions of Naverus and Airfoil Technologies
  • GECC in the sale of its North American tank car rail assets and railcar repair business to Marmon Holdings, Inc.; sale of its remaining North American railcar leasing business to Wells Fargo & Co.; investment in and restructuring of the EBX Group; and the sale of its Mexican consumer mortgage loan business to Santander Bank
  • General Motors in its sale to a government-sponsored entity
  • Genesis Lease Limited in its sale to AerCap Holdings
  • Genworth Financial, Inc. as corporate counsel in connection with its sale to China Oceanwide Holdings Group Company Ltd.
  • Harbinger in its take-private acquisition of Sky Terra
  • Lehman Brothers in its acquisition and subsequent sale of its Archstone business to Equity Residential and AvalonBay Communities
  • Magellan Health, Inc. in its acquisitions of Senior Whole Health, LLC, Veridicus Holdings, LLC, Armed Forces Services Corporation, The Management Group, LLC, 4D Pharmacy Management Systems, Inc., CDMI and Partners Rx
  • QLT Inc. in its acquisition of Aegerion Pharmaceuticals, Inc. and in its minority investment in Aralez Pharmaceuticals Plc
  • Ripple Brand Collective, LLC in its sale to The Hershey Company
  • Safran in its acquisition of L-1

Mr. Gietz has been recognized in Chambers USA, Legal 500 US, New York Super Lawyers and has been featured as a “Dealmaker” by The American Lawyer. He was also recognized for client service excellence by BTI Consulting Group in its 2012 BTI Client Service All-Stars survey.


Sarah Jones is a Partner in the Corporate practice of Clifford Chance and is the Head of our global Consumer Goods group. She has extensive experience in advising multinational corporations on high profile, complex, cross-border M&A in particular in the consumer goods sector. Sarah regularly provides advice on the establishment and ongoing conduct of joint ventures in a wide variety of industries. Sarah has been a partner with the firm since 2001 and has been based in its New York office since 2006.  She is admitted as a solicitor in England & Wales and to the New York Bar.

Relevant experience includes advising:

  • Pfizer on the English law aspects of the establishment of a joint venture with GlaxoSmithKline plc to create a global consumer healthcare company
  • Mondelez International, JAB’s partner in Keurig, in the merger of Dr Pepper Snapple Group, Inc. and Keurig Green Mountain, Inc.  Mondelez will hold an approximately 13-14% stake in the combined $11B revenue company
  • National Dioxide Company in relation to the sale to Tronox Limited of its domestic and international titanium dioxide (Ti02) business in consideration for US$1.63 billion and newly issued shares of Tronox
  • Coca-Cola Co and Coca-Cola Femsa in their US$575 million agreement to acquire AdeS, the soy-based beverage unit of Unilever
  • Mondelez International Inc. in connection with the US$13.9 billion acquisition of Keurig Green Mountain by JAB Holding Company. Minority investors, who are shareholders in Jacobs Douwe Egberts, including Mondelez and entities affiliated with BDT Capital Partners, have partnered with JAB on its current deal for Keurig
  • Jacobs Douwe Egberts on the sale of Carte Noire to Lavazza, as a result of the commitments taken by Jacobs Douwe Egberts following the merger of the coffee businesses of Mondelez Group and Douwe Egberts Master Blenders
  • Mondelez International on the combination of its global coffee business with D.E. Master Blenders 1753 B.V to be named Jacobs Douwe Egberts (JDE) and, prior to closing, on its internal restructuring to separate coffee from Mondelez's other operations across more than 40 jurisdictions
  • GTECH S.p.A. on its change of corporate seat from Italy to the UK (by means of a European cross border merger) and its acquisition of IGT (by means of a US merger) for an aggregate consideration of US$4.6 billion
  • Kraft Foods on its £11.6 billion takeover of Cadbury and subsequent reorganization
  • Philip Morris International in its acquisition of a 20% equity interest in Megapolis Distribution BV in Russia for $750 million
  • Bridgepoint in the sale of the Permaswage Group to Precision Castparts Corp. (PCC)
  • Motorola Solutions, Inc. on its takeover of Psion plc
  • TAM Airlines in its US$7 billion merger with Lan Chile to form LATAM Airlines Group S.A.  
  • Kraft Foods on its €5.3 billion acquisition of the global biscuits business of Danone
  • Kraft Foods on its US$1.067 billion acquisition of the Iberian biscuits operations of United Biscuits
  • Philip Morris International on its US$5.2 billion acquisition of HM Sampoerna TBK
  • Altria Group on the US$5.622 billion merger of Miller Brewing with South African Breweries (to form SABMiller)


Stephen M.  Kotran is a partner in the Mergers and Acquisitions and Financial Institutions Groups at Sullivan & Cromwell LLP and a member of the firm’s Managing Partners Committee.   He represents buyers, sellers, special committees of independent directors and financial advisors in connection with mergers and acquisitions transactions, including negotiated and hostile acquisitions of public companies, negotiated sales of private companies, subsidiaries and divisions, private equity transactions, leveraged buy-outs, formation of joint ventures and asset sales.  In recent transactions, his clients have included Acosta, Inc., ADP, Inc., Bank of America Merrill Lynch, Barclays, China Oceanwide, Cytec Industries, Inc., Eastman Kodak Company, Evercore Partners, Goldman, Sachs & Co., ING Groep N.V., Ipsen, S.A., Orix, Inc., Platinum Underwriters Holdings, Ltd., Rothschild, Inc., Sprout Pharmaceuticals, Swiss Reinsurance Company Ltd., Wells Fargo Securities LLC and Western World Insurance Group.

Mr. Kotran graduated from Harvard College (A.B., 1985) and the University of Virginia Law School (J.D., 1990) where he was an Editor of the Virginia Law Review and a member of the Order of the Coif.  From 1985-1986, Mr. Kotran served as a legislative assistant to U.S. Senator Daniel P. Moynihan (D-NY) and from 1990-1991 he served as a judicial clerk to the Hon. Edward R. Becker (U.S. Court of Appeals, Third Circuit).  He has been consistently recognized as a leading M&A, private equity and insurance transactional lawyer by many widely referenced legal guides, including The Best Lawyers in America, Chambers, IFLR, Lawdragon, New York Super Lawyers, PLC and The US Legal 500.  Mr. Kotran is a frequent faculty member on M&A panels for the American Bar Association, the Practising Law Institute, the New York City Bar Association and various other professional organizations.  He is a lecturer in Law at Columbia Law School where he teaches a course on M&A transactions and also has guest lectured at numerous other law schools including Fordham, NYU, Stanford, U.Penn and UVa.  He is a former co-chair of the Financial Advisors Task Force of the M&A Committee of the Business Law Section of the American Bar Association.  He also serves on the M&A Advisory Board of the Practical Law Company.


Trevor Norwitz is a partner in the Corporate Department at Wachtell, Lipton, Rosen & Katz.  He has counseled businesses in connection with mergers, acquisitions, investments, divestitures, hostile takeover bids and defenses, proxy contests, joint ventures, spinoffs, financing transactions, and corporate governance and crisis management matters.

Selected recent representations by Mr. Norwitz include: S&P Global in its pending $44 billion merger with IHS Markit (and previously in its separation and sale of McGraw Hill Education, its joint venture with CME Group to form S&P/Dow Jones Indices, and several acquisitions); Whole Foods in its sale to Amazon.com; Medivation in its sale to Pfizer; Dollar Tree in its contested acquisition of Family Dollar; eBay in its spinoff of PayPal; numerous acquisitions for AT&T, Ventas, Novartis and Danaher; and activist campaign defenses for, among others, Dollar Tree, Whole Foods, eBay, Bed Bath & Beyond and McGraw Hill.

Mr. Norwitz has been teaching an M&A class at Columbia Law School for fifteen years.  He is past chair of the New York City Bar M&A Committee, is active on committees of the American Bar Association and International Bar Association, and served as a member of an international advisory group to the South African government on company law reform.  He is a regular speaker and panelist at professional conferences, and contributor to professional publications, on topics relating to M&A and corporate governance.  He is also active in pro bono and non-profit activities, including chairing the University of Cape Town Fund and Friends of Ikamva Labantu, and serving on the boards of DirectWomen and the Bernstein Institute of Human Rights at NYU Law School.

Born in Cape Town, South Africa, Mr. Norwitz received his Bachelor of Business Science from the University of Cape Town in 1986.  On a Rhodes Scholarship to Oxford University, he read law at Keble College, before completing an LL.M. at Columbia in 1990.  He joined the firm in 1994 and was named partner in 1998.


Jane Morgan is a senior member of Milbank’s Global Corporate Group.

Primary Focus & Experience

Ms. Morgan’s practice focuses on the representation of private equity firms and their portfolio companies and financial services companies (including asset managers and hedge funds) in M&A transactions.  In addition, she is experienced in the purchase and sale of lending and leasing companies and portfolios of financial assets such as leveraged leases, mortgages, loans and related products.

Her recent private equity transactions include representing Centerbridge Partners, L.P. in its investments in Pocahontas Parkway and the Intrepid Aviation Group and in the consensual recapitalization of $500 million in debt and its acquisition of Wastequip LLC.  She has also recently represented Koch Industries, Goldman Sachs and GSO in connection with their acquisition of preferred equity to support private equity-led LBO’s and recapitalizations.  She currently represents a group of investors in the former Arcapita Bank who are selling stakes in 30 portfolio companies located in the US, Asia, Europe and the Middle East.  She represented Irving Place Capital in the $422 million take private of Thermadyne Holdings Corporation and the acquisition of National Specialty Hospitals and represented Culpeper Capital Partners and Fortress Investment Group in the acquisition of Security National Acceptance Automotive Group. 

In the asset management industry, her recent transactions include the representation of Man Group plc in its 2014 acquisitions of Numeric Partners (a quantitative hedge fund with $14 billion AUM) and Silvermine Capital (a CLO manager with $3.8 billion AUM) and the sale of Stone Tower Capital to Apollo Global Management.  She also represented Man Group plc in its 2011 acquisitions of GLG Partners and Ore Hill Partners. 

Ms. Morgan advised Capital Z Investment Partners in the sale of its hedge fund sponsorship business to Paine & Partners and management in 2007 and represented Perella Weinberg Partners in the acquisition of Xerion Capital Partners, an investment manager that focuses on distressed credit and special situations investments.  She also advised WL Ross & Co. LLC in connection with its sale of its investment funds to Invesco Ltd. and Lehman Brothers in the sale of numerous GP and LP stakes in a variety of private equity funds.

Education

University of Texas, J.D.

Rice University, B.A.

Admissions

New York

Texas


Mr. Coats is a Partner of Riverstone, serving as General Counsel. He is based in New York.

Prior to joining Riverstone in April 2008, Mr. Coats was a Partner at Vinson & Elkins L.L.P., a law firm specializing in the energy sector. While at Vinson & Elkins, he focused on domestic and cross-border M&A work in the energy sector. Prior to joining Riverstone, Mr. Coats was outside counsel to Riverstone in several transactions including, among others, Niska Gas Storage, Frontier Drilling, Red Technology Alliance, and Phoenix Exploration Company.

He received his B.A. in Government from the University of Texas at Austin in 1993 and his J.D. from the University of Texas School of Law in 1997. Mr. Coats is licensed to practice law in the states of New York and Texas.


Mr. Goldberg is co-head of Davis Polk's global Mergers and Acquisitions Group. He advises companies around the globe on their most significant public or private mergers and acquisitions transactions and board level matters. His practice also encompasses a full spectrum of corporate, strategic, defensive and crisis assignments ranging from advising on activist situations or unsolicited bids, special committee assignments or board investigations or governance advice, to spinoffs, joint ventures, carve-outs and private equity investments.

Work Highlights

Mr. Goldberg’s client representations include Alliance Data, Amdocs, Citigroup, Delta Air, ExxonMobil, Heineken, IHS Markit, Morgan Stanley, Ocado PLC, Pandora AG, Spirit Air, Syngenta AG and Williams Companies.

Deal Highlights

  • IHS Markit on its pending $44 billion merger with S&P Global
  • Williams on its $10.5 billion acquisition of all of the outstanding public common units of Williams Partners L.P.; buyout of Caiman Energy II; and $1.125 billion combined sale of assets and equity comprising Williams Partners L.P.’s Four Corners Area business in New Mexico and Colorado to Harvest Midstream Company
  • Ocado PLC in its acquisition of US robotics companies Kindred and Haddington
  • Syngenta in its:
  • $43 billion acquisition by ChemChina in the largest transaction by a Chinese company outside China
  • successful defense against an unsolicited bid by Monsanto
    • Citigroup on a series of strategic transactions, including its:
  • $306 billion loss protection guarantee program with the U.S. government
  • $52 billion capital realignment and its exit from its TARP U.S. government financial assistance
  • $4.25 billion sale of OneMain to Springleaf through a dual-track M&A and IPO process
    • Heineken in the acquisition of the second largest beer company in Brasil from its Japanese owner Kirin
    • Representing the U.S. national residential mortgage registration system (MERS) in its sale to Intercontinental Exchange (ICE)
    • Alliance Data on its acquisition of the Bread payment technology company
    • The Stewart family and Services Group of America on the $1.8 billion sale of its five operating companies collectively known as SGA’s Food Group of Companies to US Foods
    • Exxon in its acquisitions of Mobil and XTO Energy
    • The Cheney family and Cheney Foods in their equity financing from Clayton Dubilier
    • Ocado PLC in its acquisition of US robotics companies Kindred and Haddington
    • Dean Foods on its sale out of bankruptcy
    • Markit on its all-share merger of equals with IHS valued at more than $13 billion
    • Tom Glocer and Jim Rosenthal in the formation of BlueVoyant, a cyberthreat monitoring and intelligence business, and the roll-up of three acquisitions into BlueVoyant
    • Sale of Pharmerica to a consortium of KKR and Walgreens
    • CVS in its:
  • Contested acquisitions of Caremark and Longs Drugs
  • Acquisition of the Medicare Part D business of Universal American
  • Acquisitions of Eckerd and Albertson's
    • J.P. Morgan in its merger with Chase Manhattan Bank
    • Morgan Stanley on its:
  • Sale of its Global Oil Commodities business
  • Sale of TransMontaigne
  • $1.5 billion disposition of its Van Kampen investment management business
  • FrontPoint spinoff
  • Vikram Pandit in the formation of Old Lane and its sale to Citigroup

Recognition

Louis is consistently recognized as a leading M&A lawyer in various industry publications:

  • Chambers Global
  • Chambers USA
  • IFLR1000
  • Expert Guide to Banking, Finance and Transactional Law (Mergers and Acquisitions)

PROFESSIONAL HISTORY

  • Partner, 1997-present
  • Associate, 1989-1997