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Presenting a live 90-minute webinar with interactive Q&A
Reps and Warranties Insurance in M&A:Critical Tool to Mitigate Risk and Close DealsEvaluating When Insurance is Appropriate, Negotiating Coverage and Exclusions
1pm Eastern | 12pm Central | 11am Mountain | 10am Pacific
THURSDAY, FEBRUARY 2, 2017
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Today’s faculty features:
1pm Eastern | 12pm Central | 11am Mountain | 10am Pacific
Jonathan Gilbert, Senior Managing Director, Crystal & Company, New York
Jonathan Kim, Partner, Dechert, New York
Mark E. Thierfelder, Partner and Chair of Corporate and Securities Practice, Dechert, New York
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PRESENTED BYpg .
REPRESENTATIONS & WARRANTIESINSURANCE
Jonathan GilbertSenior Managing DirectorCrystal & Company
5
02 /02 /2017
Mark ThierfelderPartnerDechert LLP
Jonathan KimPartnerDechert LLP
Protects against unanticipated seller’s breaches of representations andwarranties and losses that may arise post-close.
Cover provided for all fundamental and non-fundamental representations andwarranties.
RWI used to reduce or eliminate seller indemnity or escrow. Policy can be secured by a buyer or seller (“Buy Side” vs. “Sell Side”)- 90%+ of
RWI policies are “Buy Side” policies. Can potentially provide additional protection over specified indemnities. RWI is NOT intended to provide protection:
– Actual Knowledge of a breach – Forward Looking Statements– Specific reserves on a balance sheet – Fraud– Underfunded Pension obligations – Absence of “standard due diligence”– Working Capital Adjustments – Intentional Acts
Overview of Representations and WarrantyInsurance (RWI)
pg.
Protects against unanticipated seller’s breaches of representations andwarranties and losses that may arise post-close.
Cover provided for all fundamental and non-fundamental representations andwarranties.
RWI used to reduce or eliminate seller indemnity or escrow. Policy can be secured by a buyer or seller (“Buy Side” vs. “Sell Side”)- 90%+ of
RWI policies are “Buy Side” policies. Can potentially provide additional protection over specified indemnities. RWI is NOT intended to provide protection:
– Actual Knowledge of a breach – Forward Looking Statements– Specific reserves on a balance sheet – Fraud– Underfunded Pension obligations – Absence of “standard due diligence”– Working Capital Adjustments – Intentional Acts
6
Uses of Reps and Warranties InsuranceBuyersRisk Management Uses:
Increase maximum indemnity / extendsurvival period for breaches of reps &warranties
Ease collection concerns
Provide recourse when no seller indemnitypossible (public company sales, bankruptcy)
Strategic Uses:
Distinguish bid in auction
Protect key relationships
Sellers
Risk Management Uses:
Reduce contingent liabilities
Distribute sale proceeds
Protect passive sellers
Strategic Uses:
Attract best offers by maximizingindemnification
Include R&W Insurance as the sole remedyin draft agreements in auctions
pg.
BuyersRisk Management Uses:
Increase maximum indemnity / extendsurvival period for breaches of reps &warranties
Ease collection concerns
Provide recourse when no seller indemnitypossible (public company sales, bankruptcy)
Strategic Uses:
Distinguish bid in auction
Protect key relationships
7
Sellers
Risk Management Uses:
Reduce contingent liabilities
Distribute sale proceeds
Protect passive sellers
Strategic Uses:
Attract best offers by maximizingindemnification
Include R&W Insurance as the sole remedyin draft agreements in auctions
Uses of Reps and Warranties Insurance: NonTraditional Transactions
Company Stock Transaction, Merger, 338(h)(10)
Commonly utilized in transaction structures where buyer is assuming substantial all pre-close liabilities.
Asset Transactions
Less frequently utilized in asset transactions if Seller is retaining vast majority of pre-close liabilities.
Public-to-Private Sale
Indemnity not typically available in public M&A transaction. RWI can serve as mechanism to provide theindemnity not otherwise available.
Real Estate Purchase
While not commonly purchased, RWI can provide protection for representations made in real estatetransactions, however, exposure is generally limited in nature. Policies typically will not coverrepresentations regarding condition of building as this is viewed by insurers as a business risk.
pg. 8
Company Stock Transaction, Merger, 338(h)(10)
Commonly utilized in transaction structures where buyer is assuming substantial all pre-close liabilities.
Asset Transactions
Less frequently utilized in asset transactions if Seller is retaining vast majority of pre-close liabilities.
Public-to-Private Sale
Indemnity not typically available in public M&A transaction. RWI can serve as mechanism to provide theindemnity not otherwise available.
Real Estate Purchase
While not commonly purchased, RWI can provide protection for representations made in real estatetransactions, however, exposure is generally limited in nature. Policies typically will not coverrepresentations regarding condition of building as this is viewed by insurers as a business risk.
Representations and Warranty InsuranceCommon Policy Structure Policy Term:
– 3-6 Year Term For Non FundamentalRepresentations
– 6 Year Term for FundamentalRepresentations/Tax
Retention/Deductible:– 1-2% of Purchase Price– Escrow/Indemnity can serve as funding
of retention/deductible Current Market Cost:
– Premium: 2-4% of limits purchased (3-4% more common)
– State Taxes: (2-4% of premium)– Underwriting Fee: $15,000 - $50,000
pg.
Common Policy Structure Policy Term:
– 3-6 Year Term For Non FundamentalRepresentations
– 6 Year Term for FundamentalRepresentations/Tax
Retention/Deductible:– 1-2% of Purchase Price– Escrow/Indemnity can serve as funding
of retention/deductible Current Market Cost:
– Premium: 2-4% of limits purchased (3-4% more common)
– State Taxes: (2-4% of premium)– Underwriting Fee: $15,000 - $50,000
9
Representations and Warranty InsuranceBenefits to Buyer: RWI up to 6 Year Policy Term vs. 12-24
month survival period. RWI Policy Limit 100%+ of Purchase Price
vs. 5-10% indemnity cap. Triple AAA rated asset backstopping
indemnity vs. seller. Seller/post-close management focused
on growing business (don’t sue NewcoCEO).
Ease Negotiation of Transactional Terms:– Seller more amenable to longer survival
periods, broader reps, etc. if RWI is beingcontemplated.
Stay competitive in bid process. Greater protection for LPs.
Benefits to Seller:
Accelerated deal proceeds. Greater certainty of deal proceeds. Cleaner “exit” when multiple seller’s
involved. No need for all sellers to secure
protection. Financial Sponsors, shorter timeframe to
close out funds (Quarterly reports, filings,etc.).
Partially Pre-negotiated policies can beoffered during bid process.
pg.
Benefits to Buyer: RWI up to 6 Year Policy Term vs. 12-24
month survival period. RWI Policy Limit 100%+ of Purchase Price
vs. 5-10% indemnity cap. Triple AAA rated asset backstopping
indemnity vs. seller. Seller/post-close management focused
on growing business (don’t sue NewcoCEO).
Ease Negotiation of Transactional Terms:– Seller more amenable to longer survival
periods, broader reps, etc. if RWI is beingcontemplated.
Stay competitive in bid process. Greater protection for LPs.
10
Benefits to Seller:
Accelerated deal proceeds. Greater certainty of deal proceeds. Cleaner “exit” when multiple seller’s
involved. No need for all sellers to secure
protection. Financial Sponsors, shorter timeframe to
close out funds (Quarterly reports, filings,etc.).
Partially Pre-negotiated policies can beoffered during bid process.
The contemplation of RWI can create a “moral”hazard risk by insurance carriers and strength ofrepresentations/standard of care related to duediligence are carefully reviewed throughoutunderwriting.
Representations and Warranty InsuranceConsiderations: Cost Impact – Who Pays? Additional negotiation needed around policy language Who is responsible for losses within deductible / retention? Deductible/retention of policy may not be reduced by other “specific indemnities” Additional party involved in resolving indemnification claims Indemnification for fundamental representations & warranties may be unlimited in deal structure but capped
under RWI Right to Defend
Subrogation
Definition of Loss
Named Insured/Indemnified Parties/Lenders/Ability to Direct Payment of Proceed- track with “seller’srepresentative”
Common Exclusions:– Actual knowledge– Fines/penalties (where uninsurable by law)– Environmental (varies by industry/target)– Underfunded Pension liabilities– Asbestos– Covenants– Injunctive Relief
pg.
Considerations: Cost Impact – Who Pays? Additional negotiation needed around policy language Who is responsible for losses within deductible / retention? Deductible/retention of policy may not be reduced by other “specific indemnities” Additional party involved in resolving indemnification claims Indemnification for fundamental representations & warranties may be unlimited in deal structure but capped
under RWI Right to Defend
Subrogation
Definition of Loss
Named Insured/Indemnified Parties/Lenders/Ability to Direct Payment of Proceed- track with “seller’srepresentative”
Common Exclusions:– Actual knowledge– Fines/penalties (where uninsurable by law)– Environmental (varies by industry/target)– Underfunded Pension liabilities– Asbestos– Covenants– Injunctive Relief
11
Representations and Warranty InsuranceMarket Evolution
Market Condition 2007 2016Pricing 5% - 7% limits Purchased 2% - 4% of Limits Purchased
(more commonly 3-4%)Retention 2-3% of Purchase Price 1-2% of Purchase Price
Terms Heavy Exclusions Better Mirrors Terms of Agreement
Number of Markets 5 Primary Markets 15+ Primary Markets
Aggregate Capacity – PerTransaction
$200 million $500 million+
pg. 12
Aggregate Capacity – PerTransaction
$200 million $500 million+
Estimated Frequency of Use U.S. – 1% /Europe – <5% 33%+
Claims Activity Nil Hundreds of Millions Paid by CarriersGlobally
Underwriting Process Slow Quickly as a few days
Representations and Warranty InsuranceCurrent State of Market: 15+ U.S. insurance markets able to provide
primary RWI policies. Ample insurance capital. Policy Limits in excess of $500 million. Minimum coverage levels drastically
reduced. Multiplied Damages/Material Scrape. Recent Dechert Study:
https://www.dechert.com/Representation_and_Warranty_Insurance_No_Longer_Optional_07-09-2015/
Emerging Issues:– Industry: Financial/Healthcare sector– International Law/FCPA-Anti Bribery– Employment Matters– Medicare/Medicaid exposure– Equity rollover
pg.
Current State of Market: 15+ U.S. insurance markets able to provide
primary RWI policies. Ample insurance capital. Policy Limits in excess of $500 million. Minimum coverage levels drastically
reduced. Multiplied Damages/Material Scrape. Recent Dechert Study:
https://www.dechert.com/Representation_and_Warranty_Insurance_No_Longer_Optional_07-09-2015/
Emerging Issues:– Industry: Financial/Healthcare sector– International Law/FCPA-Anti Bribery– Employment Matters– Medicare/Medicaid exposure– Equity rollover
13
Representations and Warranty InsuranceUnderwriting Process
Step 1: Non Bindable Indication Letter (NBIL):– Timing: Typically less than one week to obtain indication– Data Required: Draft transaction agreement, financials, summary of target– NBIL: Premium, Limit, Term, Deductible/Retention, and identified area of concerns– Payment of underwriting fee
Step 2: Underwriting:– Timing: 1-2 weeks– Underwriting/Audit of Due Diligence:
Documents: Review of buy side due diligence reports, data room, memos All Hands On Call: 2 hour call to review due diligence matters identified and underwriter
questions. Follow Up questions/requests
– Policy Language: Negotiation of policy form to ensure policy mirrors terms of agreement.(attorney specific forms, financial sponsor forms have been developed)
pg.
Underwriting Process
Step 1: Non Bindable Indication Letter (NBIL):– Timing: Typically less than one week to obtain indication– Data Required: Draft transaction agreement, financials, summary of target– NBIL: Premium, Limit, Term, Deductible/Retention, and identified area of concerns– Payment of underwriting fee
Step 2: Underwriting:– Timing: 1-2 weeks– Underwriting/Audit of Due Diligence:
Documents: Review of buy side due diligence reports, data room, memos All Hands On Call: 2 hour call to review due diligence matters identified and underwriter
questions. Follow Up questions/requests
– Policy Language: Negotiation of policy form to ensure policy mirrors terms of agreement.(attorney specific forms, financial sponsor forms have been developed)
14
When to Begin Discussion of RWI?
Representations and Warranty Insurance
Buyer:
Auction process. Contemplate in LOI stage. At an impasse over indemnity offered
(time or dollar amount).
Seller:
Prior to Market- “Pre-Arranged policy terms”. During negotiations. Post sale.
pg. 15
Industry Specific Underwriting Focus/Concerns
Representations and Warranty Insurance
EnergyLife Sciences
Financial InstituionsHealthCareHospitalityReal Estate
Consumer ProductsTelecom/Technology
Media
Industrial
Environmental
Tax
Regulaotry
Real Estate
Inventory
Supply Chain
Third Party Liability
Data Privacy
Network Security
Intellectual Property
Employment Characteristics
Financial Condition
pg. 16
EnergyLife Sciences
Financial InstituionsHealthCareHospitalityReal Estate
Consumer ProductsTelecom/Technology
Media
Industrial
Environmental
Tax
Regulaotry
Real Estate
Inventory
Supply Chain
Third Party Liability
Data Privacy
Network Security
Intellectual Property
Employment Characteristics
Financial Condition
Representations and Warranty InsuranceClaims Overview
Carriers now have gained experience handling claims, largely due to increase in overallpolicies purchased and increased claims activity.
Most common types of claims:– Tax– Compliance with Law– Financial Statements (reserves)– Material Contracts– Intellectual Property– Employment Matters– Customers
pg.
Claims Overview
Carriers now have gained experience handling claims, largely due to increase in overallpolicies purchased and increased claims activity.
Most common types of claims:– Tax– Compliance with Law– Financial Statements (reserves)– Material Contracts– Intellectual Property– Employment Matters– Customers
17
Representations and Warranty InsuranceWhat Should be Understood During Claim Process?
When to Involve Insurance Carrier? Notice Requirements. How to address privilege concerns? Interests should be aligned. How should carrier be involved when pursuing non R&W claims from Seller? What rights does carrier have to subrogate? Claims settlement is a negotiation- Business Needs vs. Four Walls of the Contract What common issues will be raised by insurance carrier?
Does the claim constitute a breach of Rep.? Did the buyer have actual knowledge of a breach? How are damages calculated? Did the loss result in a diminution in value/multiplied damage? Third Party Claims – Who has authority to defend/settlement? Thresholds
Unchartered Waters: Fines & Penalties; Other Insurance; subrogation rights
pg.
What Should be Understood During Claim Process?
When to Involve Insurance Carrier? Notice Requirements. How to address privilege concerns? Interests should be aligned. How should carrier be involved when pursuing non R&W claims from Seller? What rights does carrier have to subrogate? Claims settlement is a negotiation- Business Needs vs. Four Walls of the Contract What common issues will be raised by insurance carrier?
Does the claim constitute a breach of Rep.? Did the buyer have actual knowledge of a breach? How are damages calculated? Did the loss result in a diminution in value/multiplied damage? Third Party Claims – Who has authority to defend/settlement? Thresholds
Unchartered Waters: Fines & Penalties; Other Insurance; subrogation rights
18
Representations and Warranty InsuranceUnchartered Waters- Interplay Between Indemnification and D&O Insurance Buyer bears responsibility to indemnify pre-close directors & officers, potentially including advancement
of defense costs. Directors & Officers Liability Tail insurance is often required under agreement. This can undermine indemnification provisions in agreement, when a buyer’s indemnification claim
made against individual a seller who also serve as individual director or officer and may be entitled toindemnification pursuant to corporate bylaws, individual agreements and/or transaction agreement.
Hyatt v. Al Jazeera America Holdings II, LLC, C.A. No. 11465-VCG (Del. Ch. Mar. 31, 2016) Seller argued that obligations to defend their actions as directors and/or officers qualifies for
indemnification pursuant to merger agreement. Buyer argued that individuals were acting as members/shareholders and not as a former officers
or directors and advancement/funding of defense expenses should not be provided. Courts concluded that the underlying agreement required mandatory indemnification for pending
or threatened actions, suits, etc. to such persons to the extent the relevant actions taken by suchpersons had a sufficient connection to their capacities as directors and/or officers of the targetcompany (citing Homestore, Inc. v. Tafeen, 888 A.2d 2014 (Del. 2005))
How to address the potential issue in structuring insurance program or agreement?
pg.
Unchartered Waters- Interplay Between Indemnification and D&O Insurance Buyer bears responsibility to indemnify pre-close directors & officers, potentially including advancement
of defense costs. Directors & Officers Liability Tail insurance is often required under agreement. This can undermine indemnification provisions in agreement, when a buyer’s indemnification claim
made against individual a seller who also serve as individual director or officer and may be entitled toindemnification pursuant to corporate bylaws, individual agreements and/or transaction agreement.
Hyatt v. Al Jazeera America Holdings II, LLC, C.A. No. 11465-VCG (Del. Ch. Mar. 31, 2016) Seller argued that obligations to defend their actions as directors and/or officers qualifies for
indemnification pursuant to merger agreement. Buyer argued that individuals were acting as members/shareholders and not as a former officers
or directors and advancement/funding of defense expenses should not be provided. Courts concluded that the underlying agreement required mandatory indemnification for pending
or threatened actions, suits, etc. to such persons to the extent the relevant actions taken by suchpersons had a sufficient connection to their capacities as directors and/or officers of the targetcompany (citing Homestore, Inc. v. Tafeen, 888 A.2d 2014 (Del. 2005))
How to address the potential issue in structuring insurance program or agreement?
19
Jonathan Gilbert is a Senior Managing Director in Crystal & Company’s Commercial Insurance Services unit,specializing in Private Equity. Jon has over 13 years of Mergers & Acquisitions insurance experience and leads Crystal& Company’s Private Equity/Mergers & Acquisition group. In addition to due diligence expertise, Jon has ledinsurance procurement initiatives for private equity firms nationwide, with a focus on reducing expense andincreasing liquidity. Jon has worked with insurance markets to develop one-off risk transfer solutions to solve dealrelated issues, including insuring against breaches of representations & warranties and other contingent liabilities.
He brings a wealth of expertise regarding risk management issues and its financial impact to buyers includingtraditional leverage buyouts; public-to-private sales; debt/equity swap; asset sales out of bankruptcy; and corporatedivestitures to name a few. In 2014 Jon was named as one of M&A Advisors’ “40 Under 40” award recipients. Andin 2015, Jon was named as of Business Insurance’s “40 under 40” award recipients. Jonathan is a frequent speakeron Representations & Warranty Insurance and was recently featured in Buyouts magazine January 11, 2016 articleon emerging trends regarding Representations & Warranty Insurance.
Prior to joining Crystal & Company, Jon was a Senior Vice President in Marsh’s Private Equity Mergers & AcquisitionsGroup. Prior to Marsh, Jon was a senior Project Manager in Lockton’s Mergers & Acquisitions Group. Jon began hiscareer with multiple insurance carriers, last working for a subsidiary of Travelers Insurance Group, focused ondrafting and amending Directors & Officers Liability policy documents. Jonathan also worked for Hartford InsuranceGroup, in the statutory accounting unit.
Jon received his Bachelor of Arts in Communications and Bachelor of Science in Finance and Economics fromUniversity of Hartford.
Jonathan Gilbert, Sr. Managing Director, Crystal & [email protected]
pg.
Jonathan Gilbert is a Senior Managing Director in Crystal & Company’s Commercial Insurance Services unit,specializing in Private Equity. Jon has over 13 years of Mergers & Acquisitions insurance experience and leads Crystal& Company’s Private Equity/Mergers & Acquisition group. In addition to due diligence expertise, Jon has ledinsurance procurement initiatives for private equity firms nationwide, with a focus on reducing expense andincreasing liquidity. Jon has worked with insurance markets to develop one-off risk transfer solutions to solve dealrelated issues, including insuring against breaches of representations & warranties and other contingent liabilities.
He brings a wealth of expertise regarding risk management issues and its financial impact to buyers includingtraditional leverage buyouts; public-to-private sales; debt/equity swap; asset sales out of bankruptcy; and corporatedivestitures to name a few. In 2014 Jon was named as one of M&A Advisors’ “40 Under 40” award recipients. Andin 2015, Jon was named as of Business Insurance’s “40 under 40” award recipients. Jonathan is a frequent speakeron Representations & Warranty Insurance and was recently featured in Buyouts magazine January 11, 2016 articleon emerging trends regarding Representations & Warranty Insurance.
Prior to joining Crystal & Company, Jon was a Senior Vice President in Marsh’s Private Equity Mergers & AcquisitionsGroup. Prior to Marsh, Jon was a senior Project Manager in Lockton’s Mergers & Acquisitions Group. Jon began hiscareer with multiple insurance carriers, last working for a subsidiary of Travelers Insurance Group, focused ondrafting and amending Directors & Officers Liability policy documents. Jonathan also worked for Hartford InsuranceGroup, in the statutory accounting unit.
Jon received his Bachelor of Arts in Communications and Bachelor of Science in Finance and Economics fromUniversity of Hartford.
20
Mark E. Thierfelder is chair of the firm's corporate and securities group and chair of the global private equity practice. He concentrates hispractice on private equity transactions and domestic and international mergers and acquisitions throughout the U.S., Europe, and Canada. Inparticular, Mr. Thierfelder represents leading private equity funds and their portfolio companies in a full range of corporate transactions,including mergers and acquisitions, recapitalizations, leveraged financings, restructurings, and reorganizations. In addition, he negotiates,structures, and executes corporate transactions on behalf of strategic buyers and sellers, and has significant experience representing banksand other institutional lenders in leveraged financings and restructurings.
Mr. Thierfelder is consistently recognized as a leading Corporate/M&A lawyer in New York by the legal directory Chambers USA, where hehas been described in recent editions as “a businessperson's attorney,” who "has a great sense of deal dynamics and what's really going on"and is “very knowledgeable and understands the nuances involved in everything he handles.” Clients have noted he is “a fantastic leader”and “one of the most sophisticated lawyers” who “possesses a command of the entire deal process, has great commercial awareness and agood temperament for negotiating with the other side.” He has also been listed as a top private equity and mergers and acquisitions lawyerfor the past nine years by The Legal 500 (U.S.), which singled him out as an “outstanding business lawyer,” and a "recognized expert inprivate equity transactions." The Legal 500 (U.S.) has also stated that he does a “stellar job” with “very good commercial sense” and thatclients “value his advice and his commitment greatly.” In addition, Mr. Thierfelder has been selected as a leading lawyer for both M&A andprivate equity in the IFLR 1000. He is also a frequent speaker on mergers and acquisitions and other corporate and securities topics, and hasbeen featured on CNBC and Bloomberg Markets as well as in The Deal Pipeline, Mergers & Acquisitions magazine, Investment Dealers’ Digest,Law360, Private Equity Online and other prominent media outlets.
Mr. Thierfelder has extensive industry experience representing clients in sectors including consumer products, defense, energy,infrastructure, retail, media and communications, healthcare, life sciences, fishing, semiconductors, manufacturing, financial services andfood and beverage. As a result, he can anticipate and address industry-unique issues that often arise in the transaction process and structurethe transactions efficiently.
Mr. Thierfelder is a graduate of Duke University (B.A., 1986) and Rutgers University School of Law – Newark (J.D., with honors, 1992, Order ofthe Coif). He is a member of the New York Bar.
Mark Thierfelder, Partner, Dechert [email protected]
pg.
Mark E. Thierfelder is chair of the firm's corporate and securities group and chair of the global private equity practice. He concentrates hispractice on private equity transactions and domestic and international mergers and acquisitions throughout the U.S., Europe, and Canada. Inparticular, Mr. Thierfelder represents leading private equity funds and their portfolio companies in a full range of corporate transactions,including mergers and acquisitions, recapitalizations, leveraged financings, restructurings, and reorganizations. In addition, he negotiates,structures, and executes corporate transactions on behalf of strategic buyers and sellers, and has significant experience representing banksand other institutional lenders in leveraged financings and restructurings.
Mr. Thierfelder is consistently recognized as a leading Corporate/M&A lawyer in New York by the legal directory Chambers USA, where hehas been described in recent editions as “a businessperson's attorney,” who "has a great sense of deal dynamics and what's really going on"and is “very knowledgeable and understands the nuances involved in everything he handles.” Clients have noted he is “a fantastic leader”and “one of the most sophisticated lawyers” who “possesses a command of the entire deal process, has great commercial awareness and agood temperament for negotiating with the other side.” He has also been listed as a top private equity and mergers and acquisitions lawyerfor the past nine years by The Legal 500 (U.S.), which singled him out as an “outstanding business lawyer,” and a "recognized expert inprivate equity transactions." The Legal 500 (U.S.) has also stated that he does a “stellar job” with “very good commercial sense” and thatclients “value his advice and his commitment greatly.” In addition, Mr. Thierfelder has been selected as a leading lawyer for both M&A andprivate equity in the IFLR 1000. He is also a frequent speaker on mergers and acquisitions and other corporate and securities topics, and hasbeen featured on CNBC and Bloomberg Markets as well as in The Deal Pipeline, Mergers & Acquisitions magazine, Investment Dealers’ Digest,Law360, Private Equity Online and other prominent media outlets.
Mr. Thierfelder has extensive industry experience representing clients in sectors including consumer products, defense, energy,infrastructure, retail, media and communications, healthcare, life sciences, fishing, semiconductors, manufacturing, financial services andfood and beverage. As a result, he can anticipate and address industry-unique issues that often arise in the transaction process and structurethe transactions efficiently.
Mr. Thierfelder is a graduate of Duke University (B.A., 1986) and Rutgers University School of Law – Newark (J.D., with honors, 1992, Order ofthe Coif). He is a member of the New York Bar.
21
Jonathan Kim focuses his practice on mergers and acquisitions, private equity, corporate finance, and leveraged finance matters. He representsstrategic buyers and sellers and financial sponsors in mergers, acquisitions, and divestitures. In addition, he represents borrowers, equity sponsors, andlenders in domestic and international leveraged finance transactions in the United States and Asia, and advises on securities offerings of equity anddebt.
Mr. Kim has been recognized as a leading corporate/M&A lawyer in New York by Chambers USA, a legal directory based on the opinions of clients andpeers. Chambers USA cites him as being a “trusted, go-to partner” whose “attention to detail and drive in a transaction is fantastic.” In addition, he isalso listed as a recommended lawyer for M&A in The Legal 500 (U.S.) and was recently selected as a Rising Star for M&A in the IFLR1000. Mr. Kim wasalso recognized in both 2015 and 2016 as one of Legal Media Group’s Rising Stars, which represents a listing of the brightest and most talentedpractitioners in the area of business law and related practices.
Examples of recent transactions on which Mr. Kim has counseled include:
• Doosan Infracore Co., Ltd., the global producer of excavators, loaders and diesel engines, as U.S. counsel in connection with the sale of its globalmachine tools business to MBK Partners, a private equity firm based in Korea.
• Affiliates of Centre Partners Management in the sale of Monte Nido, a leading provider of treatment for eating disorders and exercise addiction toadults and adolescents, to Levine Leichtman Capital Partners.
• Affiliates of Bregal Partners in connection with its investment in American Seafoods Group, LLC, the largest harvester of wild-caught fish for humanconsumption in the United States, as part of a broader deleveraging recapitalization of American Seafoods Group, LLC.
• Lumara Health Inc. in the sale of its business in two separate transactions for up to US$1.1 billion.
• Flavors Holdings, Inc., a portfolio company of MacAndrews & Forbes Holdings Inc., in connection with its acquisition of Merisant Company, amanufacturer and seller of tabletop sweeteners, including Equal®, Canderel®, and Pure Via®.
• Arbor Realty Trust in connection with its US$8 billion joint venture acquisition of Extended Stay Hotels from The Blackstone Group.
• GIC, the sovereign wealth fund of Singapore, in its US$350 million investment in Kronos Inc., a company focused on delivering workforcemanagement solutions in the cloud, as part of a broader recapitalization of Kronos.
Mr. Kim is a graduate of State University of New York at Binghamton (B.S., 1999) and Georgetown University Law Center (J.D., 2002). He is a member ofthe New York Bar.
Jonathan Kim, Partner, Dechert [email protected]
pg.
Jonathan Kim focuses his practice on mergers and acquisitions, private equity, corporate finance, and leveraged finance matters. He representsstrategic buyers and sellers and financial sponsors in mergers, acquisitions, and divestitures. In addition, he represents borrowers, equity sponsors, andlenders in domestic and international leveraged finance transactions in the United States and Asia, and advises on securities offerings of equity anddebt.
Mr. Kim has been recognized as a leading corporate/M&A lawyer in New York by Chambers USA, a legal directory based on the opinions of clients andpeers. Chambers USA cites him as being a “trusted, go-to partner” whose “attention to detail and drive in a transaction is fantastic.” In addition, he isalso listed as a recommended lawyer for M&A in The Legal 500 (U.S.) and was recently selected as a Rising Star for M&A in the IFLR1000. Mr. Kim wasalso recognized in both 2015 and 2016 as one of Legal Media Group’s Rising Stars, which represents a listing of the brightest and most talentedpractitioners in the area of business law and related practices.
Examples of recent transactions on which Mr. Kim has counseled include:
• Doosan Infracore Co., Ltd., the global producer of excavators, loaders and diesel engines, as U.S. counsel in connection with the sale of its globalmachine tools business to MBK Partners, a private equity firm based in Korea.
• Affiliates of Centre Partners Management in the sale of Monte Nido, a leading provider of treatment for eating disorders and exercise addiction toadults and adolescents, to Levine Leichtman Capital Partners.
• Affiliates of Bregal Partners in connection with its investment in American Seafoods Group, LLC, the largest harvester of wild-caught fish for humanconsumption in the United States, as part of a broader deleveraging recapitalization of American Seafoods Group, LLC.
• Lumara Health Inc. in the sale of its business in two separate transactions for up to US$1.1 billion.
• Flavors Holdings, Inc., a portfolio company of MacAndrews & Forbes Holdings Inc., in connection with its acquisition of Merisant Company, amanufacturer and seller of tabletop sweeteners, including Equal®, Canderel®, and Pure Via®.
• Arbor Realty Trust in connection with its US$8 billion joint venture acquisition of Extended Stay Hotels from The Blackstone Group.
• GIC, the sovereign wealth fund of Singapore, in its US$350 million investment in Kronos Inc., a company focused on delivering workforcemanagement solutions in the cloud, as part of a broader recapitalization of Kronos.
Mr. Kim is a graduate of State University of New York at Binghamton (B.S., 1999) and Georgetown University Law Center (J.D., 2002). He is a member ofthe New York Bar.
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