TRL038441 - Top Ranked

(The following information was supplied by the firm)

Keith Pagnani is a partner in Sullivan & Cromwell’s Mergers & Acquisitions Group and co-head of the Firm’s Healthcare and Life Sciences Group. Keith is actively involved in S&C’s corporate practice and has broad experience representing buyers, sellers, special committees and financial advisers on a wide range of domestic and cross-border transactions. He is a recognized leader in the healthcare and pharmaceuticals industry, and has played a prominent role in the sector’s most transformative transactions over the last 20 years.

Keith serves as a member of the planning committee at Tulane University Law School’s Annual Corporate Law Institute and is Chair of the Board of P.O.T.S. (Part of the Solution), a nonprofit multi-service organization in the Bronx. He also regularly moderates and speaks on panels related to M&A, governance, trends in the healthcare space and other corporate matters, including at the Practising Law Institute and AdvaMed MedTech Conference.

SELECTED REPRESENTATIONS

Transactions in which Mr. Pagnani has been involved include representations of:

Alcon and its Independent Directors in the sale of Nestlé’s Alcon stake to Novartis and Novartis’ acquisition of the remaining publicly held minority interest in Alcon for $52.9 billion
Bessemer Trust Company, as Trustee to the Louie E. Roche and Harvey Hubbell Trusts, in its reclassification by Hubbell Incorporated to eliminate its existing two-class structure
Board of Directors of Andrx in its sale to Watson Pharmaceuticals
Booking Holdings in its $1.2 billion acquisition of Getaroom from Court Square Capital Partners, and Priceline in its $2.6 billion acquisition of OpenTable and $1.8 billion acquisition of KAYAK
Brown Brothers Harriman in connection with Westrock Coffee Holdings’ $1.1 billion business combination with Riverview Acquisition Corp.
CA in its $590 million repurchase of its Common Stock from Careal Holding and acquisitions of Niku, Concord Communications and Netegrity
Delta Air Lines in its agreement with Air France-KLM under which it acquired a 10% stake in Air France through a capital increase of $438 million
Eastman Kodak in the sale of more than $3 billion of assets
Endo International in its $2.6 billion acquisition of Auxilium Pharmaceuticals
H&R Block in the sale of its financial advisory business to Ameriprise Financial
Harris Corporation in its $35 billion merger of equals with L3 Technologies to form L3Harris Technologies and $4.6 billion acquisition of Exelis
IMS Health in its sale of Erisco to the TriZetto Group and the subsequent sale of its TriZetto interest
ING in the sale of its U.S. investment banking business to ABN Amro
L3Harris Technologies in its approximately $1.96 billion pending acquisition of Viasat’s Tactical Data Links product line and $1.05 billion sale of its Military Training business to CAE
Pharmacia in its merger with Pfizer
Praxair in its $80 billion merger of equals with Linde AG
Rabobank in its acquisition of Mid-State Bancshares
Special Committee of Solera Holdings in its $6.5 billion acquisition by Vista Equity Partners
Stryker in its $2.8 billion acquisition of Sage Products from Madison Dearborn Partners and acquisition of Stanmore Implants from SIW Holdings
The Priceline Group in its $2.6 billion acquisition of OpenTable and $1.8 billion acquisition of KAYAK Software
UnitedHealth Group in Optum’s $6 billion pending merger with LHC Group, $13.8 billion acquisition of Change Healthcare, $4.3 billion acquisition of DaVita Medical Group and $12.8 billion combination with Catamaran; and its equity purchase agreement and related agreements relating to the sale of ClaimsXten to TPG Capital for $2.2 billion, tender offer for a 57% percent ownership in Empresas Banmédica and acquisitions of Sierra Health Services, Arnett HealthSystem and John Deere Healthcare
Special Committee of Vertrue in its acquisition by One Equity Partners

Keith has represented Bank of America, Barclays Capital, Brown Brothers Harriman & Co., Centerview Partners, Citigroup, Goldman Sachs & Co., Greenhill & Co, Lazard Freres & Co., JPMorgan Chase & Co., Morgan Stanley, Oppenheimer & Co. and other investment banks in their capacity as financial adviser to the seller or buyer in connection with numerous transactions. Selected representations include advising the financial adviser in connection with the following M&A transactions:

AmerisourceBergen’s $2.5 billion acquisition of MWI Veterinary Supply
Brookfield Property Partners’ (“BPY”) special committee in connection with Brookfield Asset Management’s $6.5 billion acquisition of BPY
Coca-Cola Enterprises’ merger of Coca-Cola Iberian Partners and Coca-Cola Erfrischungsgetränke to form Coca-Cola European Partners
Fresenius’ acquisition of APP Pharmaceuticals
General Motors’ spin-off of Hughes Defense business
Patterson Companies’ $1.1 billion acquisition of Animal Health International
PeopleSoft’s defense against and ultimate sale to Oracle
St. Jude Medical’s $3.3 billion acquisition of Thoratec
Starwood Hotels’ $12 billion acquisition by Marriott International
Taubman Centers’ defense against Simon Property Group’s hostile offer