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Drafting and Negotiating Corporate Agreements 2015


Speaker(s): Alyssa A. Grikscheit, Andrew W. Ment, Brian E. Hamilton, David J. Fisher, Jacqueline P. Rubin, Michael S. Sackheim, Sarkis Jebejian
Recorded on: Jan. 9, 2015
PLI Program #: 58761

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.


Andrew Ment’s practice focuses on mergers and acquisitions and private equity transactions.  Mr. Ment’s M&A experience includes public and private acquisitions and divestitures, leveraged buy-outs, “going private” transactions and joint ventures.  Mr. Ment also practices in the area of corporate finance, where his experience includes syndicated lending, royalty sales & financings, registered offerings, and private placements.

Representative Matters

  • Forest Laboratories, Inc. in its up to $1.4 billion acquisition of Furiex Pharmaceuticals, Inc., its $1.2 billion acquisition of Clinical Data, Inc. and its $357 million acquisition of the U.S. patents and other US and Canadian intellectual property related to Bystolic®.
  • eScreen, Inc. in its sale to Alere, Inc. for $270 million upfront and up to $70 million in contingent payments.
  • Bristol-Myers Squibb Company in its acquisition of Amira Pharmaceuticals for $325 million upfront and up to $150 million in contingent payments.
  • Procter & Gamble in the $3.1 billion sale of its pharmaceuticals business to Warner-Chilcott.
  • Snow Phipps Group in its acquisition of Service Champ, Inc. and in its acquisition of Acentia (formerly ITSolutions) and multiple follow-on acquisitions by the Acentia portfolio company.
  • Oregon Steel Mills, Inc. in its $2.3 billion merger into Evraz Group S.A.
  • Abbott Laboratories in its $3.7 billion acquisition of Kos Pharmaceuticals, Inc.
  • Kerr-McGee Corporation in its $18 billion merger into Anadarko Petroleum Corporation.

Previous Experience
Economic Consulting Services Inc., Staff Economist (1993-1995)

Honors and Rankings
Legal 500 US, Mergers, Acquisitions & Buyouts: M&A (2013-2014)


David J. Fisher has a broad practice in all aspects of secured and unsecured commercial finance, including private placements and capital markets transactions, as well as restructurings and reorganizations.

Mr. Fisher represents companies and individuals as borrowers and issuers, as well as commercial banks, funds and other nonbank entities as lenders, in a variety of domestic and international financing transactions. His practice also focuses on a wide variety of debt restructurings, representing lending institutions, distressed companies, creditors’ committees and private equity funds.

Mr. Fisher has extensive experience with syndicated financing transactions and private placements, including asset based financing, first and second lien debt transactions, debtor-in-possession financings, high-yield debt issuances, acquisition finance, leveraged buyouts, loan assignments and participations and project finance, and has served as counsel to companies in a variety of industries, among them manufacturing, telecommunications, energy, paper producers and consumer goods.

Education

  • J.D., cum laude, Georgetown University Law Center, 1984
    Lead Articles Editor, Law and Policy in International Business
  • B.A., magna cum laude, Phi Beta Kappa, State University of New York at Albany, 1981

Bar Admissions

  • New York, 1985


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 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.


Brian Hamilton is a partner in the Firm’s Mergers and Acquisitions and Private Equity Groups and was recently recognized as a “Rising Star” by IFLR1000. Mr. Hamilton advises on public and private mergers and acquisitions and private equity transactions, both in and outside the United States, and in a variety of industries.

Mr. Hamilton was resident in the Firm’s London office from 2007 through 2010, where he was deputy head of the European Mergers and Acquisitions Group.

Selected Recent Transactions

  • AirTran Holdings, Inc. in its $3.4 billion acquisition by Southwest Airlines Co.
  • Banco Bilbao Vizcaya Argentaria S.A. (BBVA) in the $630 million definitive agreement to sell its approximately 98.92 percent interest in Panamanian bank Banco Bilbao Vizcaya Argentaria (Panamá) S.A. to Leasing Bogotá S.A., Panamá, a subsidiary of Grupo Aval Acciones y Valores S.A, and in the $541 million sale of its Colombian pension fund administrator, BBVA Horizonte Sociedad Administradora de Fondos de Pensiones y Cesantías, S.A., to Sociedad Administradora de Fondos de Pensiones y Cesantías, Porvenir, S.A., as Purchaser, and Grupo Aval Acciones y Valores S.A., as Guarantor
  • Barclays Bank plc in its $15.2 billion sale of Barclays Global Investors to BlackRock Inc., and in its acquisition of EquiFirst Corporation from Regions Financial Corporation
  • Bright House Networks, LLC in its pending three-way combination with Charter Communications, Inc. and Time Warner Cable Inc., to createan$80 billion cable company
  • CVS Caremark in its 50/50 joint venture with Cardinal Health, to form the largest generic pharmaceutical sourcing entity in the U.S.
  • CVS Health Corporation in its $12.7 billion acquisition of Omnicare, Inc.
  • Digital Sky Technologies Limited in the restructuring of its Mail.ru Group Limited internet joint venture with MIH and Tiger Global Private Investment Partners
  • Gildan Activewear Inc. in its $100 million acquisition of Comfort Colors, its $350 million acquisition of Gold Toe Moretz Holding Corp. and in its $88 million acquisition of Anvil Holdings, Inc.
  • Goldman Sachs Bank USA in the acquisition of GE Capital Bank’s online deposit platform and assumption of its online deposits
  • The Goldman Sachs Group, Inc. in its sale of Metro International Trade Services to Reuben Brothers, its $550 million sale of Goldman Sachs Administration Services (GSAS) to State Street Corporation and the sale of its NYSE designated market maker business to IMC Financial Markets
  • Hess Corporation in its sale of its interest in Hess Energy Trading Company to an affiliate of funds managed by Oaktree Capital Management
  • ING Groep N.V. in the $3.1 billion sale of ING Bank of Canada to The Bank of Nova Scotia and in the $9 billion sale of its ING Direct USA online banking operation to Capital One Financial Corp.
  • The Priceline Group Inc. in its expanded commercial agreement with and $750 million two-stage investment in Ctrip.com, its $2.6 billion acquisition of OpenTable, Inc. and its $1.8 billion acquisition of KAYAK Software Corporation

Rankings and Recognitions

  • Recognized as a leading lawyerin Mergers & Acquisitions by New York Super Lawyers.(New York Super Lawyers 2013-2015)
  • Recognized as a “Rising Star” in the United States by IFLR1000 (2014, 2015)

Education

1998, New York University School of Law, J.D

1994, State University of New York at Albany, M.A.

1993, State University of New York at Albany, B.A.


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).