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How to Read Financial Statements 2014

Speaker(s): Ann Makich, Breon S. Peace, Carol A. Stacey, MSA, CPA, George M. Wilson, Mose (Chad) Rucker III
Recorded on: Mar. 19, 2014
PLI Program #: 51794

Ann Makich is a partner in Cahill's corporate practice group.

Ann's practice is principally focused on leveraged financings for acquisitions, recapitalizations and going­ private transactions. Her clients include leading investment banking firms and commercial banks. Ann

has represented underwriters, placement agents and initial purchasers in public and private high yield, investment grade and equity offerings and secured bank loans in a wide range of industries including media, telecommunications, manufacturing, retail and natural resources. 

Ann has been a panelist on the Practising Law Institute's Leveraged Financing program for several years, and will be a member of the 2015 program covering financing commitments and acquisition agreement terms. She also was a member of PLl's inaugural "How to Read Financial Statements" presentation in 2012, which has been repeated annually since that time. Ann has been consistently recommended as a leading corporate business lawyer by Chambers USA and The Legal 500.

Selected Matters:

  • Representation of Bank of America and other commercial banks in providing the $2.3 billion senior secured cred it facility in connection with the acquisition by Genesee & Wyoming Inc. of RailAmerica, Inc.
  • Representation of the lead arrangers in connection with a $6.5 billion senior unsecured interim loan and a $2.5 billion senior subordinated interim loan for the acquisition of First Data Corporation by KKR.
  • Representation of the initial purchasers in the $2.2 billion Rule 144A offering by First Data Corporation of high yield notes, the proceeds of which were used to repay a portion of the senior unsecured interim loans that funded part of the acquisition.
  • Ongoing representation of the lead arrangers in connection with securities offerings by First Data Corporation.
  • Ongoing representationof the underwriters in connection with securities offerings by Comcast Corporation.
  • Ongoing representation of the underwriters in connection with securities offerings by affiliates of Ventas, Inc., an S&P 500 company and the leading seniors housing and healthcare real estate investment trust in the United States. 
  • Ongoing representation of the initial purchasers in connection with securities offerings by DISH Network. 
  • Representation of the lead arrangers in connection with securities financings for QVC, Inc. 
  • Representation of Citigroup and the other lead arrangers in connection with the $2.0 billion senior secured term loan facility that provided a portion of the proceeds for the acquisition by KKR and Clayton, Dubilier & Rice of USFoods. 
  • Representation of Deutsche Bank and the other lead arrangers in connection with the senior secured term loan financing for the acquisition by Platinum Equity of BWAY Corporation.
  • Representation of Deutsche Bank and the other lead arrangers in connection with the senior secured term loan financing for the acquisition by TPG of Fleetpride Corporation.

Ann has practiced at Cahill since her graduation from Columbia Law School. She became a partner in 2005.

George M. Wilson, MBA, CPA

SEC Institute, a Division of PLI


As a Director of the SEC Institute Division of PLI, George teaches workshops dealing with a variety of SEC and FASB related topics. He developed the Institute’s initial “Advanced Accounting and Reporting for SEC Professionals” workshop, as well as workshops in a variety of technical areas including “Accounting for Derivative Instruments and Hedging Activities,” and SOX 404 ICFR audits. Before joining the SEC Institute, George was an Assistant Professor in the Department of Accounting at the University of Saint Thomas in Saint Paul, MN. He was director of the University's Accounting MBA program and also taught in the undergraduate accounting department. He has received the AICPA's Outstanding Discussion Leader Award and the Minnesota State Society's R. Glenn Berryman Award. George also served as Senior Vice President, Operations of Security Financial, where he managed the organization's initial public offering, and as a senior manager with KPMG.

Mose (Chad) Rucker III is a Managing Director at Valuation Research Corporation (“VRC”).  Mr. Rucker heads VRC’s New York fairness opinion and solvency practice where he provides financial advisory services to leading private equity firms (such as Apollo Capital Management, the Carlyle Group, Warburg Pincus), family offices and founder-led companies.  Mr. Rucker has provided advisory services on over $250 billion of financial transactions.  Prior to joining Valuation Research Corporation, Mr. Rucker was a vice president of investment banking in the global power group at Citigroup in New York.  Mr. Rucker also served as a principal at Rucker Capital Advisors, LLC a private merchant bank that provides funding to venture stage and distressed companies.

Mr. Rucker earned a juris doctor from New York University School of Law, a Masters of Business Administration with a concentration in Finance from New York University’s Leonard N. Stern School of Business, and a Bachelor’s degree in Finance and Economics from Augusta State University.

Carol is a Former Director & Advisory Chair with The SEC Institute and is responsible for conducting seminars on various reporting and financial accounting topics. She created the SEC Institute's programs IFRS Conference: Today’s Landscape …Tomorrow’s Challenge and Accounting for Business Combinations. Carol was the Chief Accountant of the Division of Corporation Finance at the U.S. Securities and Exchange Commission, an appointment she held for over five years beginning in February 2002.

Carol began her SEC career in 1996 and her other roles included Deputy Chief Accountant, Associate Chief Accountant, Assistant Chief Accountant, and Staff Accountant. Before joining the Commission, Carol worked for an SEC registrant in various capacities, including Director of Financial Reporting and Divisional Controller. Prior to that, Carol was an auditor in the Boston office of PricewaterhouseCoopers.

Breon S. Peace is a partner of Cleary Gottlieb Steen & Hamilton LLP based in the New York office.

Mr. Peace’s practice focuses on white-collar defense, regulatory enforcement matters and complex civil litigation. He regularly conducts sensitive internal investigations on behalf of boards of directors and management of leading corporations. Mr. Peace represents domestic and multinational corporations and business executives in regulatory and criminal investigations involving allegations of accounting fraud, securities fraud, insider trading, money laundering and violations of the Foreign Corrupt Practices Act. He also advises boards of directors and audit committees on corporate governance issues and compliance programs. Mr. Peace frequently handles matters involving the U.S. Securities and Exchange Commission, various U.S. Attorney Offices, the Department of Justice and FINRA. In addition, he represents corporations, officers and directors in complex commercial litigation matters.

Mr. Peace’s recent accounting related enforcement matters include representing IMAX Corporation in a SEC investigation into alleged accounting fraud, resulting in the SEC declining to pursue charges; conducting an internal investigation conducted on behalf of the audit committee of a leading fine jewelry retailer of accounting issues that resulted in a financial restatement; and representing Doral Financial Corporation in SEC and DOJ investigations arising out of earnings restatements.

Mr. Peace speaks and writes regularly on white-collar defense and regulatory enforcement matters. He served as faculty for The Conference Board’s Corporate Governance and Compliance Crash Course and presented on the Foreign Corrupt Practices Act and U.K. Bribery Act: “What Do They Mean for Board Oversight?” He recently participated on panels entitled “Securities Enforcement Update: Department of Justice Investigations and Prosecutions,” “Standards for Prosecuting Corporate Fraud by Federal & State Agencies – The Impact of the Revised Justice Department Charging Guidelines,” “Ethical Considerations in Corporate Investigations” for the New York City Bar, and on a panel entitled "Assessing the Regulators: Enforcement" at Latin Lawyer’s 3rd Annual Corporate Finance Conference in Sao Paolo, Brazil. He also presented on “Financial Statements in Legal Practice: Enforcement and Litigation Implications and Recent Cases” as part of PLI's How to Read Financial Statements 2014 CLE program and spoke on the “Enforcement and Compliance” panel at PLI’s Tenth Annual Directors’ Institute on Corporate Governance.

Mr. Peace joined the firm in 1996 and became a partner in 2007. From 1997 to 1998, he served as law clerk to the Honorable Sterling Johnson, Jr. of the U.S. District Court for the Eastern District of New York. He left the firm in December 1999 to join the U.S. Attorney’s Office for the Eastern District of New York where he served as an Assistant U.S. Attorney. In that position, he handled a wide array of federal criminal investigations and prosecutions trying cases to verdict and arguing appeals before the U.S. Court of Appeals for the Second Circuit. From August 2002 to July 2003, Mr. Peace was an Acting Assistant Professor of Clinical Law at New York University School of Law where he taught the Prosecution Clinic. He rejoined the firm in September 2003.

Mr. Peace received a J.D. degree from New York University School of Law in 1996 where he was an editor of the Law Review. He received an undergraduate degree from the University of California at Berkeley in 1993.

Mr. Peace is a Vice President of the Federal Bar Council and member of its Second Circuit Courts Committee, a member of the New York Council of Defense Lawyers and a member of the White Collar Crime Committee of the New York City Bar.  He was recently appointed to serve on the Criminal Justice Act Advisory Committee for the U.S. Court of Appeals for the Second Circuit. Mr. Peace is also a member of the Board of Directors of The Bronx Defenders.