Welcome to. Weil Boston

Transcription

1 Welcome to Weil Boston

2 Welcome to Weil Boston Located in the heart of the financial district, Weil has been a presence in the Boston community since Our strong local roots combined with the resources of a renowned international law firm enable us to advise clients on a wide range of corporate and litigation matters. We recognize that our clients expect excellence, and our attorneys proactively seek to exceed expectations. With our longstanding record of success in New England, we strive to be the city s premier law firm, providing clients with trusted and innovative legal solutions. Our attorneys are invested in the success of our clients and work closely to identify opportunities, minimize risk and advance their business objectives. At Weil, our goal is to provide high-quality legal counsel complemented by a loyal partnership that goes beyond the law. We are Weil Boston.

3 Strong Boston Presence Weil s Boston office has one of the most active and highly regarded private equity practices in New England, representing many of the region s leading institutions in a variety of complex corporate and litigation matters. Weil s Boston private equity lawyers are an integral part of the Firm s global Private Equity practice. Our lawyers not only collaborate regularly with other private equity lawyers across our U.S. offices (Providence, New York, Silicon Valley and Dallas) but also with our European and Asia constituents. We advise many of the region s leading sponsors, including Advent International, Berkshire Partners, Providence Equity Partners, Summit Partners and Thomas H. Lee Partners on their most significant transactions. Ranked Band 1 in Massachusetts for Private Equity: Buyouts by Chambers USA 2014 Weil s Boston office was included in The New England 50, a list of the biggest offices in the region among NLJ 350 law firms, by The National Law Journal in Our Boston lawyers are consistently recognized as leaders in both the Boston and global private equity markets by the legal media. For example, Boston s co-managing partner, Marilyn French, was recently featured in Latin Lawyer s Doing the Deal column for her work on Advent International s $1.1 billion leveraged buyout of Oleoducto Central SA (Ocensa), Colombia s largest crude oil pipeline. Co-Managing Partner Kevin Sullivan is consistently recognized as a leading private equity lawyer for Private Equity: Buyouts in Massachusetts by Chambers USA and Legal 500 US. Boston partner Shayla Harlev was named an Up and Coming lawyer for Private Equity: Buyouts: Massachusetts by Chambers USA 2014 and was recently recognized as a 2014 Top Women of Law honoree by Massachusetts Lawyers Weekly. Weil s Private Equity practice is complemented by our global Private Funds practice comprising more than 60 full-time, dedicated lawyers across the U.S., Europe and Asia. David Kreisler is a Boston-based Private Funds partner with more than 20 years of experience advising the region s leading sponsors, including Berkshire Partners, on the formation of its $4.5 billion buyout fund. Mr. Kreisler was recently named Best Lawyer in Private Funds/Hedge Funds Law in 2014 by The Best Lawyers in America. 1

4 Our Commitment to Client Service In today s marketplace, private equity sponsors and blue-chip corporations have no shortage of firms to choose from for outside legal representation. To stand out, lawyers must do more than spot legal trends and devise cookie-cutter legal solutions they must deliver excellent client service while using sound judgment to make hard calls. That is the promise Weil makes to each client. Our relationships with our clients are business partnerships. Weil s Boston attorneys make it their mission to really know their clients. We strive to provide thoughtful, experienced, partner-level attention to each matter with accessibility and responsiveness. Our clients benefit from recognized leaders in their field who have been steeped in the industry from the start of their legal careers, providing insight that goes beyond just transactional advice. Our attention to client service rests upon a few core values: 29,348 Full understanding of our clients business and culture Thorough focus on our clients objectives, both short-term and long-term Unwavering commitment to helping clients solve problems in the most efficient, cost-effective way Weil, Gotshal & Manges LLP 23,785 Latham & Watkins 22,845 Davis Polk & Wardwell 21,688 Wachtell, Lipton, Rosen & Katz 20,841 Freshfields Bruckhaus Deringer 19,732 Willkie Farr & Gallagher 16,343 Slaughter and May 16,123 Cravath, Swaine & Moore 16,114 WilmerHale 15,873 Fried Frank Harris Shriver & Jacobson 15,626 Blake, Cassels & Graydon 15,570 Norton Rose Fulbright 15,008 Russell McVeagh 14,450 Kirkland & Ellis 14,225 Sullivan & Cromwell New England M&A Announced Deals 2013 Volume in US$ Millions Source: Mergermarket New England M&A Trend Report Legal Advisor League Table

5 Go-To Firm for First-Tier Private Equity Sponsors Boston s Private Equity Group has handled some of the largest, most high-profile private equity transactions and related financings. Weil Boston has represented some of New England s top sponsors including: Advent International in its acquisition of a majority stake in AOT Bedding Super Holdings LLC, the parent company of Serta and Simmons Bedding. Co-Managing Partner, Marilyn French was named Dealmaker of the Week by The AmLaw Daily for her lead role in this transaction. Weil also represented Advent as it partnered with CDIB Capital International Corporation and Mirae Asset Global Investments Co., Ltd. to acquire International Coffee & Tea, LLC; in Advent s acquisition of Dudalina S.A. and Connolly LLC, a portfolio company of Advent, in its acquisition of ihealth Technologies, Inc. Berkshire Partners and its portfolio company, National Vision, Inc., one of the largest optical retailers in the U.S., in National Vision s sale to an affiliate of KKR for more than $1 billion. Weil also recently represented a division of HMT, Inc., a portfolio company of Berkshire, in its sale of Enardo LLC to Emerson Electric Company. Providence Equity Partners in its sale of a twenty-five percent equity interest in the AutoTrader Group; its acquisition of Learfield Communications, Inc.; and the recapitalization of World Triathlon Corporation, owner of the Ironman triathlon brand. Weil also represented Providence in its $180 million acquisition of five corporate training businesses from Informa PLC; and the recent acquisitions of IPS Learning and VitalSmarts. Summit Partners in its recent acquisition of a majority stake in Parts Town LLC. Weil also advised Summit, as it partnered with other investors, on a $1.2 billion preferred stock investment in Uber Technologies. Technology Crossover Ventures (TCV) in its recapitalization of Think Finance, resulting in the spinoff of a new independent company called Elevate. Weil also represented TCV on its minority investment in NewVoiceMedia; in its minority investment in Spotify; and most recently in its $250 million investment in VICE Media, an international online publication and news outlet, accounting for a ten percent minority stake in the company. Thomas H. Lee Partners in its $1.1 billion acquisition of CompuCom Systems, Inc. and its partnership with Broad Street Principal Investments in the acquisition of CTI Foods Holdings LLC; the sale of a significant equity stake in the parent of SMS Systems Maintenance Services, Inc.; and Acosta Sales & Marketing, a portfolio company of Thomas H. Lee Partners, in the multi-billion dollar sale of Thomas H. Lee s equity investment in Acosta to The Carlyle Group. Verde Realty, a majority-owned subsidiary of funds managed by Brookfield Property Partners LP, with certain institutional partners, in its $1.1 billion acquisition of Industrial Developments International. 3

6 Pro Bono Initiatives and Community Service The Boston office was honored for its dedication to pro bono service at the Massachusetts Lawyers Weekly s 2014 Excellence in the Law Awards. Great values are the bedrock of a great law firm. Community service is deeply ingrained in the culture of Weil s Boston office, and our lawyers are closely involved with local charities and community groups. We are deeply committed to New England by supporting educational and cultural programs. Partners and associates currently serve on the boards and committees of many nonprofit organizations, including the United Way of Massachusetts Bay, City Year, Make-A-Wish Foundation of Massachusetts and Rhode Island and the Massachusetts Society for the Prevention of Cruelty to Animals (MSPCA). Our pro bono clients include numerous referrals from the Political Asylum/ Immigration Representation Project, Greater Boston Legal Services and the Lawyers Committee for Civil Rights Belin Economic Justice Project. We also serve as outside general counsel to the United Way of Massachusetts Bay. Client Partnership 4 We have partnered with clients on charitable projects, educational panels, conferences and workshops. Weil Boston is always looking for opportunities to partner with friends of the Firm on service projects in the New England area.

7 Diversity and Inclusion One of the qualities that distinguishes Weil from its peers is our culture, as diversity and inclusion have been core values since our founding more than 80 years ago. Specifically, our diversity and inclusion objectives include attracting and retaining the best talent, and providing opportunities for professional development, client cultivation and career advancement among lawyers from backgrounds historically underrepresented in the legal profession. Beyond mere aspiration, we continuously assesses our progress in promoting these objectives through a variety of channels of communication across the Firm and to the highest levels of leadership, such as the appointment of Management Committee liaisons to our attorney affinity groups, a formal mentoring program, the institutionalization of mandatory diversity training for all employees, upward reviews for partners and other firmwide initiatives. Women@Weil embraces the talents and energy of women across Weil, focusing on mentoring, networking, recruiting, retention, advancement, pro bono initiatives, business development and outreach. Women@Weil is committed to helping our women achieve their greatest potential in their professional and personal lives by addressing the challenges they may encounter along the way. Throughout the year, Women@Weil s Boston attorneys host programs for clients, which range from entertainment events to a women in private equity luncheon focused on substantial industry topics and the advancement of women s careers in PE. Currently, one-third of Weil s Boston attorneys are women, and the office s comanaging partners serve on the Firm s Global Partner Nominating Committee and Taskforce on Women s Engagement and Retention. Aside from our inclusive culture, Weil has dedicated itself to philanthropic causes, and supporting underserved communities and organizations whose mission is to promote greater diversity within the national bar. The Boston office s commitment, in particular, is demonstrated through partnerships with organizations in the New England area, such as The Posse Foundation, InnerCity Weightlifting, Room to Grow, the Pine Street Inn, Dress for Success and The Greater Boston Food Bank. 5

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9 Our Alumni Whether an attorney retires from Weil or whether the Firm is just one marker along a professional journey, we believe all of our lawyers both current and former represent the Firm as its ambassadors. Today, more than 4,100 alumni across the globe have transitioned to prominent roles where they build upon the foundation of mentoring and professional development they received during their tenures here. In doing so, they extend and promote our brand of excellence among the clients, communities and causes they serve. In just over a decade, the Boston office s private equity practice has outperformed peer firms in terms of deal size, complexity and innovation. We attribute that success in large part to alumni who either have worked on those matters as practicing attorneys or who, now as clients, have entrusted the Firm to manage those high-stakes transactions. For this, we are not only most appreciative, but also proud to maintain lasting professional and personal relationships with our alumni. Our Boston- and New England-based alumni work across a variety of leading industries and occupy chief legal officer and senior legal adviser roles in multinational public companies and private equity firms, such as Advent International, Bain Capital, Berkshire Partners, HighVista Strategies, Nortek, Inc., Schneider Electric, State Street Bank and Trust Company and Univision, among many others. 7

10 An Introduction to the Boston Partners Marilyn French is Co-Managing Partner of the Boston office and a partner in the Firm s Corporate practice group, where she advises clients on private equity transactions, including leveraged buyouts, minority investments and public-to-private transactions, and mergers and acquisitions. She also serves on the Firm s nominating committee and is a leading member of the Women@Weil affinity group. Ms. French has represented some of the country s leading private equity firms, including Advent International, American Capital, Ltd., Berkshire Partners, Oaktree Capital Management and Thomas H. Lee Partners. Ms. French was named a 2012 Private Equity MVP by Law360. She was also named Dealmaker of the Week by The Am Law Daily for the week ending August 10, 2012 in connection with her lead role advising Advent International in its acquisition of a majority stake in AOT Bedding Super Holdings, the parent company of Serta and Simmons Bedding. Ms. French is also consistently recognized in Chambers USA as a Leading Lawyer in Private Equity. Kevin J. Sullivan is Co-Managing Partner of the Boston office and a partner in the Firm s Corporate practice group. Mr. Sullivan joined the Firm in 2002 with the opening of the Boston office and has a diverse transactional and corporate counseling practice with emphasis on leveraged buyouts, mergers and acquisitions, and growth equity investments in the United States and internationally. He also has broad experience counseling corporate clients on a variety of strategic matters. Mr. Sullivan has represented both private equity investors and management teams in leveraged buyouts and minority investments both in the United States and abroad. Mr. Sullivan has represented some of the world s leading private equity and venture capital firms, including Providence Equity Partners, Thomas H. Lee Partners, Summit Partners, Technology Crossover Ventures, Monitor Clipper Partners, Abrams Capital and Raptor Capital. He has also represented a variety of corporate clients, such as Iron Mountain, Verizon, Archipelago Learning, Ascend Learning, World Endurance Holdings (Ironman), and MediMedia USA. Mr. Sullivan also serves as the career development partner in the Boston office. Mr. Sullivan is consistently recognized as a Leading Lawyer for Private Equity: Buyouts in Massachusetts by Chambers USA. He has also been recognized by Legal 500 US for Private Equity: Buyouts in the U.S. 8

11 Annemargaret Connolly heads the Firm s Environmental practice group, leads Weil s Climate Change practice group, and serves as a member of the Firm s hydraulic fracturing task force. Ms. Connolly is a well-respected transactional environmental lawyer, advising clients on a wide range of environmental concerns, most notably in the context of mergers and acquisitions, real estate transfers, financing transactions and infrastructure projects. Her practice is global and focuses on identifying and managing environmental compliance and liability issues as they arise in the context of corporate and real estate transactions. She works closely with the Firm s European and Asian offices on cross-border transactions, assisting in identifying and allocating environmental risks as well as educating foreign clients on potential issues raised by global environmental movements. Ms. Connolly has been recognized by Chambers USA , Legal 500 USA 2013, and Best Lawyers in America 2014 as a leading environmental attorney for corporate transactions. She has published numerous articles and been interviewed by several industry publications and legal journals on such diverse topics as climate change, nanotechnology, lender and successor liability, due diligence, and the need for environmental audits in international business transactions. David K. Duffell is a partner in the Firm s Corporate practice group. Mr. Duffell focuses his practice on representing large private equity funds in connection with their domestic and international investments, merger and acquisition and financing activities. Mr. Duffell s transactions include: representing Providence Equity Partners and Ontario Teachers Pension Plan in their successful $50 billion bid for Bell Canada, the largest leveraged buyout in history; representing Providence Equity Partners in its $1.8 billion take-private of Blackboard, Inc.; representing Providence Equity Partners in its investment in a Hulu, a NBC Universal/Fox Television joint venture to launch a new website to exploit their television programs and other media content; representing a consortium of private equity firms including Providence Equity Partners, Madison Dearborn Capital Partners (now known as Madison Dearborn Partners LLC), Thomas H. Lee Partners, Texas Pacific Group and Saban Capital, in their acquisition of Univision Communications, Inc. for approximately $12 billion and representing a consortium of private equity firms including Providence Equity Partners, Blackstone Capital Partners, KKR and Ontario Teachers in their $26 billion bid for Clear Channel Communications. Mr. Duffell also represents numerous portfolio companies on general corporate matters and merger and acquisition transactions. He has also represented a variety of publicly held clients including a cellular telephone company. 9

12 An Introduction to the Boston Partners Shayla Harlev is a partner in Weil s Corporate practice group and based in the Firm s Boston office. Ms. Harlev has a diverse transactional and corporate counseling practice with an emphasis on representing private equity sponsors in connection with acquisitions and dispositions and other complex transactions. She has extensive experience with leveraged buyouts and dispositions of public and private companies as well as going-private transactions, minority investments, and joint ventures. Ms. Harlev also counsels private equity sponsor portfolio companies on a variety of corporate and strategic matters. Ms. Harlev has represented some of the world s leading private equity firms, including Providence Equity Partners, Berkshire Partners, Thomas H. Lee Partners, and Advent International. Ms. Harlev was named an Up and Coming lawyer for Corporate/M&A and Private Equity: Buyouts: Massachusetts in Chambers USA 2014 and a Private Equity Rising Star by IFLR David P. Kreisler is a partner in the Firm s Corporate practice group and was one of the original partners of the Firm s Boston office. He specializes in private equity matters, particularly fund formation. Mr. Kreisler regularly represents private equity sponsors and their investment funds in connection with their organization and administration, including the acquisition, disposition and financing of their portfolio companies. Mr. Kreisler also represents institutional investors and has been involved in the acquisition of private equity firms and money managers. He regularly advises clients on the formation of limited and general partnerships and limited liability companies. His clients include Thomas H. Lee Partners, Berkshire Partners, Quantum Energy Partners, The Gores Group, Kainos Capital, Tailwater Capital and Tower Three Partners. Mr. Kreisler has written and spoken on a variety of topics relating to private investment funds and has been widely recognized for his achievements in the field. He has been consistently recognized as a Leading Lawyer in Private Equity and Investment Fund Formation by Chambers USA, The Best of the Best USA, The Legal 500 US, Euromoney Expert Guide, International Financial Law Review, and The Best Lawyers in America. 10

13 Joseph A. Kuzneski Jr. is a partner in the Firm s Corporate practice group. Mr. Kuzneski has a diverse practice that focuses on private equity and venture capital financings, and mergers and acquisitions. He also counsels clients on general corporate matters, including governance and securities law compliance matters. Mr. Kuzneski has represented various companies and private equity and venture capital sponsors, including Schneider Electric, Providence Equity Partners, GTech Corporation, A.T. Cross, Newport Television, Survey Sampling International, Nextag, Madison Dearborn Capital Partners, Berkshire Partners, AXA Private Equity, Advent International, Nautic Partners, Fleet Equity Partners, Key Venture Partners and Brynwood Partners. Patrick J. O Toole Jr. is a partner in Weil s Complex Commercial Litigation and White Collar Defense & Investigations groups. His practice encompasses a broad spectrum of complex commercial litigation in state and federal courts and before arbitration panels. In addition to trial work, Mr. O Toole represents clients in civil and criminal investigations and regulatory enforcement proceedings. He has extensive appellate experience in federal courts and Massachusetts state courts. A large portion of his practice is devoted to counseling private equity clients regarding legal and regulatory issues associated with major transactions and post-acquisition or sale issues in a variety of industries, including media and publishing, financial services, insurance, technology, consumer products, pharmaceutical, life sciences, nutritional products and vision services. Chambers USA has recognized Mr. O Toole as a Leading Lawyer for Commercial Litigation in Massachusetts and noted that clients described him as the whole package - excellent on paper, in person and in court. He is an earnest advocate who exudes quiet confidence and expertise. 11

14 An Introduction to Our Practices Private Equity Overview Ranked #1 for Global Private Equity, advising on approximately $56.8 billion in total deal value, securing approximately 17.8% market share, Bloomberg Q league tables Named a Leading Firm for Global Private Equity, Chambers Global 2014 Ranked Tier 1 in Investment Funds, IFLR Weil s global private equity practice is recognized by the industry as being one of only a very small number of elite market leaders in this field. Our clients include the majority of the largest and most high-profile private equity funds, sovereign wealth funds and pension funds as well as family offices and other equity financial investors. Weil advises more than 200 private equity clients worldwide, including more than 80 percent of the world s top 25 funds, as ranked by PEI 300, Our advice covers all aspects of the full life cycle of investments. In the U.S. Weil has private equity capabilities in New York, Boston, Providence, Dallas and Silicon Valley, in the U.S. Our attorneys have significant experience representing private equity firms and their portfolio companies on all aspects of their business and are regularly involved in some of the largest, most complex private equity acquisitions and related financings. Private Funds Practice Overview Weil s Private Funds Group has one of the largest dedicated funds teams in the world, with more than 60 full-time funds lawyers practicing across our primary funds office network of New York, Boston, London and Hong Kong. Despite all of the current market challenges, we believe there are now substantial opportunities for our clients to exploit the growing flight to quality and to be at the forefront of defining the funds landscape of the future. Our Private Funds attorneys advise on every stage of the life cycle, providing fund managers with the sophisticated level of counsel required when forming, advising and operating private investment funds. Weil represents several large institutional investors, including governmental entities, public pension plans, and educational institutions, reviewing virtually all of the leading venture capital and buyout funds that are raised each year. As a result, our attorneys have developed a deep understanding of the marketplace and the terms and conditions of fund agreements. 12

15 Our Firm Approach Weil has been an active player in the Private Equity industry since its inception, advising on several matters that helped create today s leading private equity firms. As such, the Firm has a unique and well-honed perspective on how private equity has developed over the years. Our longstanding record of success with more than 200 sponsor clients and a client base which is growing speaks volumes for our premium brand with this important client base. We are Weil Boston. For more information on our Boston office, please contact: Megan Farias Office Administrator Boston megan.farias@weil.com Weil Boston 100 Federal Street, 34th Floor Boston, MA tel These materials may contain attorney advertising. Prior results do not guarantee a similar outcome. Copyright 2014 by Weil, Gotshal & Manges LLP

16 weil.com BEIJING BOSTON BUDAPEST DALLAS DUBAI FRANKFURT HONG KONG HOUSTON LONDON MIAMI MUNICH NEW YORK PARIS PRAGUE PRINCETON PROVIDENCE SHANGHAI SILICON VALLEY WARSAW WASHINGTON, DC Weil, Gotshal & Manges LLP