Jeffrey Rothschild is a partner in the law firm of McDermott Will & Emery LLP based in the Firm’s New York office. He is a member of the Mergers and Acquisitions Practice Group. Although his practice focuses primarily on publicly traded mergers & acquisitions, Jeffrey also represents privately held companies in connection with mergers and acquisitions, as well as public and private companies in connection with dispositions, equity investments, public and private offerings of securities and other general corporate and securities matters. He has represented companies in a variety of industries, including telecommunications, healthcare, energy, and retail services. Jeffrey frequently represents financial advisors in M&A transactions and leads McDermott’s financial advisory practice which was ranked 4th by Corporate Control Alert in terms of number of M&A transactions announced in the first half of 2007. In addition to his transactional work, he regularly advises clients in connection with general corporate issues, including fiduciary duties analysis, disclosure philosophy and compliance with Federal securities laws
Jeffrey has authored numerous articles in both The Deal magazine and in the yearly Euromoney publication.
Prior to joining McDermott, Jeffrey practiced law in New York concentrating in M&A and securities work, representing public companies, investment banks and LBO firms, and was an investment banker at J.P. Morgan Chase & Co. in the mergers & acquisitions group.
Representative Experience:
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Representing UCS Group, a South African company, in connection with its pending acquisition of the operating assets of AquiTec, a UK software firm.
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Representing Banc of America Securities, as financial advisor to the Board of Directors of Iberdrola, S.A. in its pending $8.6 billion acquisition of Energy East Corporation
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Representing Morgan Joseph & Co. Inc. as financial advisor to the board of directors of Peerless Systems Corporation in its sale of substantially all of its intellectual property and certain other assets to Kyocera Mita Corporation for approximately $37 million; and represented Morgan Joseph as financial advisor to a special committee of the board of directors of Radiation Therapy Services in its $1.1 billion sale to Vestar Capital Partners ; as financial advisor to Noble International in its $300 million strategic business combination with the laser-welded blank business of Arcelor Mittal; as financial advisor to Bio-Imaging Research, Inc. in its $21 million sale to Varian Medical Systems Inc.; as financial advisor to the audit committee of the board of directors to American Property Investors, Inc., the General Partner of American Real Estate Partners, L.P., in its $652 million acquisition of equity interests in 3 oil & gas companies and The Sands Hotel and Casino; and as financial advisor to Eagle Supply Group Inc., in its sale to Gulfside Supply, Inc.
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Representing Houlihan Lokey Howard & Zukin, as financial advisor to Platinum Equity in its pending $420 million acquisition of Covad Communications, and represented Houlihan Lokey as financial advisor to the Special Committee of the Board of Directors of Accredited Home Lenders Holding Co. in its sale to Lone Star Fund V (U.S.) L.P. for a total purchase price of approximately $296 million; as financial advisor to the Special Committee of the Board of Directors of BioVeris Corporation in its $600 million sale to Roche; as financial advisor to the Special Committee of the Board of Directors of Stratagene Corporation in its $246 million sale to Agilent Technologies; and as financial advisor to the Special Committee of the Board of Directors of Trover Solutions, Inc. in its sale to an affiliate of Thomas Weisel.
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Represented Kellwood Company in its defense of an unsolicited proposal by Sun Capital to acquire its shares for $21 per share, or an approximate transaction value of $762 million.
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Represented American Appraisal Associates, as financial advisor to the Board of Directors of First Data Corporation in its acquisition by KKR for $34 in cash per share, or an approximate transaction value of $29 billion
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Represented William Blair & Co., as financial advisor to First Consulting Group, Inc. in its $365 million sale via merger to Computer Sciences Corporation; as financial advisor to LESCO, Inc. in its $161 million sale via merger to Deere & Co.; as financial advisor to Coleman Cable, Inc. in its $213 million acquisition of all of the equity interests of Copperfield, LLC; as financial advisor to The Trizetto Group, Inc. in its $146 million acquisition of Quality Care Solutions, Inc.; as financial advisor to Netsmart Technologies, Inc. in its acquisition of CMHC Systems; as financial advisor to Merge Technologies Inc., in its $393 million acquisition of Cedara Software Corp.; as financial advisor to Guitar Center, Inc. in its $90 million acquisition of Music & Arts Center, Inc.; as financial advisor to VitalWorks Inc., in the $100 million sale of its medical division to Cerner Corporation; as financial advisor to PracticeWorks, Inc. in its $493 million sale to Eastman Kodak Company; as financial advisor to Information Resources, Inc. in its $101 million sale to Gingko Corporation; and in the $430 million restructuring of Focal Communications Corporation.
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Represented the audit committee of the board of directors of Buckeye GP, LLC, the general partner of Buckeye Partners, L.P. (the "Partnership"), in connection with the Partnership's $440 million acquisition of all of the issued and outstanding membership interests in Lodi Gas Storage, LLC from an affiliate of ArcLight Capital Partners, LLC
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Represented the investment bank, as financial advisor to H&R Block in its aborted sale of OptionOne to Cerberus for approximately $1 billion; and as financial advisor in the $720 million cash acquisition of all stock of TJ International, Inc. by Weyerhaeuser Company.
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Represented Duff & Phelps, as financial advisor to CommScope, Inc. in its $2.65 billion acquisition of Andrew Corporation; as financial advisor to the Board of Directors of Zantaz in its $400 million sale to Autonomy Corporation plc; as financial advisor to the Special Committee of the Board of Directors of Applied Digital Solutions, Inc. in its $82 million merger with Digital Angel Corporation; as financial advisor to the Board of Directors of Source Interlink Companies, Inc. in its $1.3 billion acquisition of Primedia Enthusiast Media Inc. from Primedia Inc.; as financial advisor to Primedia Inc., in the issuance of its special dividend of $2.15 per share to its shareholders (for an approximate transaction value of $96 million); as financial advisor to the Board of Directors of KCPC Holdings, an affiliate of Kohlberg & Company, Lubert-Adler Partners and Chrysalis Capital Partners, in its acquisition of Central Parking Corporation for $22.53 per share, or an approximate transaction value of $1 billion; and as financial advisor to the Special Committee of the Board of Directors of Rotonics Manufacturing Inc. in its approximate $40 million sale via merger to an affiliate of Spell Capital and the current Chairman & CEO of the Company.
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Represented Lincoln International as financial advisor to Haas TCM in its sale to an affiliate of The Jordan Company, as financial advisor to John Hardy in the sale of its jewelry business in a management led buy-out; as financial advisor to CFC International, Inc., in its acquisition by Illinois Tool Works; as financial advisor to WILink plc, in its acquisition by an affiliate of Strand Partners; and as financial advisor to W.L. Plastics Corp., in its recapitalization by Sequel Holdings and Crow Kaminski Capital Partners.
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Represented Citigroup, as financial advisor to Accu-Met Laser and New England Precision Grinding, Inc. in their sales to Riverside Partners, LLC
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Represented Rothschild, Inc., as financial advisor to Israel Chemicals Ltd. in its $352 million acquisition of Supresta LLC from Ripplewood Holdings; and as financial advisor to OM Group in the $408 million sale of its nickel business to Norilsk Nickel.
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Represented Merrill Lynch & Co. Inc., as financial advisor to KB Home in the sale of its wholly owned French subsidiary, Kaufman and Broad SA, to PAI Partners for an approximate transaction value of $811 million; as financial advisor to Centex Corporation in the sale of its wholly owned subsidiary Centex Construction Group, Inc. to Balfour Beatty, Inc., a wholly owned subsidiary of Balfour Beatty PLC, for an approximate transaction value of $400 million; as financial adviser to RehabCare in its $101.5 million acquisition of Symphony Health Services, a subsidiary of Leucadia Corporation; as financial adviser to MCB Financial Corporation in its the $29 million acquisition of Business Bancorp; as financial adviser to Dairy Farmers of America, Inc. in its $185 million sale of certain of its interests to Suiza Foods Corporation; and as financial advisor to AOLA in its $160 million sale of certain convertible notes to AOL Time Warner.
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Represented Kroll Associates, Inc., in rendering a solvency opinion to the Board of Directors of a telecommunications company in its pending exchange of approximately $115 million of liquidation value of its preferred stock for an equal amount of subordinated debentures. In connection with this exchange the company will pay dividends of approximately $75 million to its preferred stockholders
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Represented SMH Capital Inc., as financial advisor to Pemco Aviation Group in its $43 million sale of Pemco World Air Services to Sun Capital.
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Represented Gibraltar Industries, Inc. in its purchase of The Expanded Metal Company and Sorst Streckmetall GmbH from Clifton House Acquisition Limited, a UK-based private equity firm, for a purchase price of 22 million pounds sterling
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Represented Degussa AG in the $671 million sale of its worldwide Food Ingredients Business to Cargill, Inc. and the $150 million sale of its Canadian subsidiary Raylo Chemicals Inc. to Gilead Sciences Inc., and represented Degussa Corp. in its acquisition of the remaining shares of Midwest Lysine, LLC from Cargill, Inc.
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Represented Mars, Incorporated in its acquisition of S&M NuTec, L.L.C.
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Represented The Jean Coutu Group (PJC), Inc. in its $2.375 billion acquisition of over 1,500 drugstores comprising Eckerd's Northern and Mid-Atlantic drugstore business from J. C. Penney Company, Inc.
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Represented Aixtron Aktiengesellschaft in its $143 million stock-for-stock cross-border merger with Genus, Inc.
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Represented Morgan Stanley & Co. Incorporated, as financial advisor to Steel Dynamics, Inc. in its merger agreement to acquire the shares of Roanoke Electric Steel Corporation; and as financial advisor, in the international roll-up of Mexico-based Tubos de Acero de Mexico SA (Tamsa) and two other leading steel pipe companies, Argentina-based Siderca and Europe-based Dalmine. Tenaris SA, the controlling shareholder, concluded its offer of a stock-for-stock exchange with Tamsa, valued at $733; and represented Morgan Stanley Capital Group Inc. in its acquisition of Utility Contract Funding II, LLC
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Represented Credit Suisse as financial advisor to SafeNet, Inc., in its stock merger with Rainbow Technologies, Inc.; as financial advisor to On Command Corporation in its merger into Liberty Media; as financial advisor in the $3.5 billion sale of Hispanic Broadcasting Corporation to Univision Communications Inc.; and represented Credit Suisse in its acquisition of Warburg Pincus’ asset management business and a portion of its private equity business.
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Represented Click Commerce, Inc. in its $292 million sale to Illinois Tool Works; and represented Click Commerce, Inc. in its acquisition of substantially all of the operating assets of Elance, Inc.; in its acquisition of Xelus, Inc.; and in its acquisition of Requisite Technology Inc.
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Represented Gerresheimer Glas GmbH and its subsidiary Kimble Glass Inc. (portfolio companies of the Blackstone Group) it its acquisition of substantially all of the pharmaceutical glass container business and manufacturing facility of Glass Group Inc.
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Represented Viega GmbH & Co. KG in its acquisition of the Vanguard group of companies.
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Represented RFR Holding LLC in its joint acquisition, with White Birch Paper, LTD., of Papiers Stadacona paper mill.
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Represented Computershare Ltd. in its acquisition of Transcentive, Inc.
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Represented IDT Corporation in its acquisition of a controlling interest in Mainframe Entertainment, Inc.
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Represented VT Roxboro, Vector Group Ltd.'s indirect wholly owned subsidiary, in the sale of its Timberlake, North Carolina, manufacturing facility along with all equipment to the Flue-Cured Tobacco Cooperative Stabilization Corporation.
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Represented Robert W. Baird, as financial advisor to Regal-Beloit Corporation, in its acquisition of the heating, ventilation and air conditioning/refrigeration motor and capacitor operations of General Electric Corporation.
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Represented Peter J. Solomon Company as financial advisor to Panavision Inc. in its acquisition by its majority owner, MacAndrews & Forbes; as financial advisor in connection with an amended line of credit from MacAndrews & Forbes Inc. to Panavision Inc.; and as financial advisor in connection with a senior subordinated term loan agreement involving MacAndrews & Forbes Inc. and Panavision Inc.
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Represented KPMG LLP in the sale of its Acumen Technology Group to The Variable Annuity Life Insurance Company, a subsidiary of American International Group.
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Represented Navigant Capital Advisors, LLC, as financial advisor to Radica Games Limited in its sale for approximately $231 million to Mattel, Inc.
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Represented Champion Energy Corporation and its subsidiaries in connection with the refinancing of $60 million of its debt, which included a senior term loan, a senior subordinated term loan, a revolver, and the related security, pledge and intercreditor agreements, as well as the issuance of certain warrants.
Prior Representative Transactions
- Counsel to Volume Services America and Blackstone in the $342 million aborted sale of Volume Services by Blackstone to Ogden, Inc.
- Counsel to The Invus Group in its $735 million acquisition of Weight Watchers International, Inc. from the H.J. Heinz Company.
- Counsel to FaciliCom International and Armstrong, in the $736 million sale of FaciliCom, a telecommunications company, to World Access by Armstrong.
- Counsel to Amphenol, a KKR portfolio company, in its acquisition of T&M Engineering, Inc. and A.P. Technologies, Inc.
- Counsel to Rudolph Technologies, Inc. in its $27.5 million acquisition of ISOA, Inc.
- Counsel to the issuer in the issuance of tracking stock by The Perkin-Elmer Corporation (now Applera Corporation) for Celera Genomics.
- Counsel to JPMorgan on a variety of transactions including: the $640 million sale of EEX Corporation to Newfield Exploration Company; the $20 million acquisition by Matria Healthcare, Inc. of Quality Oncology; the Euro 825 million acquisition of the mail order business of Guilbert SA by Staples, Inc.; the $200 million sale of the Oncology division of Gilead Sciences to OSI Pharmaceuticals; the $796 million sale of the publicly held shares of TyCom to Tyco; the $3.5 billion sale of Mitchell Energy & Development Corporation to Devon Energy Corporation and subsequent related $4.6 billion purchase of Anderson Exploration Ltd. by Devon; and the $147 million sale of the Asian operations of Global Crossing Ltd. to Asia Global Crossing Limited.
- Counsel to the investment bank in the $720 million cash acquisition of all stock of TJ International, Inc. by Weyerhaeuser Company.
- Counsel to the underwriters in the $425 million issuance of high yield securities of Covad Communications Group, Inc.
- Counsel to the underwriters in the issuance of tracking stock by Andrx for Cybear.
- Counsel to Berenson Minella on a variety of transactions including the $32 million sale by Audiovox Communications Corporation of a minority interest to Toshiba Corporation.
During law school, Jeffrey was an associate editor of the American Criminal Law Review. Jeffrey is a member of the New York State Bar Association, the American Bar Association, and the UJA-Federation Wall Street Young Leadership Board, and is admitted to practice in New York, New Jersey, Pennsylvania and Delaware. He is a member of the board of directors of The Jewish Home & Hospital, a nonsectarian not for profit long-term care facility in New York City.
Education
- Georgetown University Law Center, J.D., 1997
- Georgetown University, M.B.A., 1997
- Georgetown University, B.A. (cum laude), 1993
