Jeffrey Rothschild is a partner in the law firm of McDermott Will & Emery LLP and is based in the Firm’s New York office. 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 5th by Corporate Control Alert in terms of number of M&A transactions announced in 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 The Deal magazine, in the yearly Euromoney publication, and in other publications.
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.
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.
Representative Company Experience:
- Represented Sure Fit in its sale to Guardian Capital Partners
- Represented the Special Committee of the board of directors of Mainline Management in responding to an unsolicited bid of approximately $188 million by ArcLight and Kelso for the minority public equity interests that they did not already own
- Represented WCI Steel, an integrated producer of value-added, custom steel products with a focus on custom flat-rolled steel products, in connection with its $380 million litigated sale to OAO SeverStal
- 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
- 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
- Represented UCS Group, a South African company, in connection with its acquisition of the operating assets of AquiTec, a UK software firm
- Represented Gibraltar Industries 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
- Represented Degussa AG in the $671 million sale of its worldwide Food Ingredients Business to Cargill and the $150 million sale of its Canadian subsidiary Raylo Chemicals to Gilead Sciences, and represented Degussa Corp. in its acquisition of the remaining shares of Midwest Lysine, LLC from Cargill
- Represented Mars, Incorporated in its acquisition of S&M NuTec, L.L.C.
- Represented The Jean Coutu Group (PJC) 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
- Represented Aixtron Aktiengesellschaft in its $143 million stock-for-stock cross-border merger with Genus
- Represented Click Commerce in its $292 million sale to Illinois Tool Works; and represented Click Commerce in its acquisition of substantially all of the operating assets of Elance; in its acquisition of Xelus; and in its acquisition of Requisite Technology
- Represented Gerresheimer Glas GmbH and its subsidiary Kimble Glass (portfolio companies of the Blackstone Group) it its acquisition of substantially all of the pharmaceutical glass container business and manufacturing facility of Glass Group
- Represented Viega GmbH & Co. KG in its acquisition of the Vanguard group of companies
- Represented RFR Holding LLC in its joint acquisition, with White Birch Paper, LTD., of Papiers Stadacona paper mill
- Represented Computershare Ltd. in its acquisition of Transcentive
- Represented IDT Corporation in its acquisition of a controlling interest in Mainframe Entertainment
- 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
- Represented KPMG LLP in the sale of its Acumen Technology Group to The Variable Annuity Life Insurance Company, a subsidiary of American International Group
- 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
Representative Financial Advisory Experience
- Represented Berenson & Company as financial advisor to EnergySouth in its sale to Sempra Energy for $61.50 per share, or approximately $510 million and on a variety of transactions including the $32 million sale by Audiovox Communications Corporation of a minority interest to Toshiba Corporation
- Represented Banc of America Securities as financial advisor to Iberdrola, S.A. in its $8.6 billion acquisition of Energy East Corporation and as financial advisor to DRAXIS Health in its $255 million sale to Jubilant Organosys
- Represented Duff & Phelps as financial advisor having rendered a solvency opinion to McJunkin Red Man in its recapitalization transaction, as financial advisor having rendered a solvency opinion to Peabody in its spin-off of Patriot Coal; as financial advisor having rendered a solvency opinion to American Industrial Partners in its indirect $20 million acquisition of E-ONE; as financial advisor to LSSi in its $70 million sale to Volt Delta Resources; as financial advisor to Trans Healthcare in its $48 million sale of certain assets to Omega Healthcare Investors; as financial advisor to Gibraltar Packaging Group in its sale via merger to Rosmar Packaging Group for $4.25 per share, or approximately $21 million in the aggregate; as financial advisor to CommScope in its $2.65 billion acquisition of Andrew Corporation; as financial advisor to 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 in its $82 million merger with Digital Angel Corporation; as financial advisor having rendered a solvency opinion to Source Interlink Companies in its $1.3 billion acquisition of Primedia Enthusiast Media from Primedia; as financial advisor to Primedia, 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 having rendered a solvency opinion to 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 in its approximate $40 million sale via merger to an affiliate of Spell Capital and the current Chairman & CEO of the Company
- Represented Robert W. Baird & Co. Incorporated as financial advisor to Merisel in its aborted sale to an affiliate of American Capital Strategies for approximately $5.75 per share in cash; and 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
- Represented Lincoln International as financial advisor to Siegel-Robert in the sale of its Automotive division to Guardian Industries Corporation; as financial advisor to the American Asphalt & Grading Company, a portfolio company of Code Hennessy & Simmons LLC, in the sale of its Mining Services Division to ClearLight Partners LLC; 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, 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
- Represented Morgan Joseph & Co. Inc. as financial advisor to Michael Baker Corporation in the $38 million sale of Baker Energy to John Wood Group PLC; as financial advisor to 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; 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. in its $21 million sale to Varian Medical Systems; as financial advisor to the audit committee of the board of directors to American Property Investors, 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, in its sale to Gulfside Supply
- Represented Houlihan Lokey Howard & Zukin as financial advisor to Cornerstone Therapeutics in its $70 million strategic transaction with Chiesi Farmaceutici; to Booz Allen Hamilton in its $2.54 billion sale to Carlyle; to Westwood One in its master agreement with CBS Radio; to Platinum Equity in its $420 million acquisition of Covad Communications; 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; to the Special Committee of the Board of Directors of BioVeris Corporation in its $600 million sale to Roche; to the Special Committee of the Board of Directors of Stratagene Corporation in its $246 million sale to Agilent Technologies; to the Special Committee of the Board of Directors of Trover Solutions in its sale to an affiliate of Thomas Weisel; and in rendering solvency opinions
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Represented American Appraisal Associates as financial advisor to First Data Corporation in its acquisition by KKR for $34 in cash per share, or an approximate transaction value of $29 billion, and as financial advisor to the Granite Construction in its acquisition of Wilder Construction
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Represented William Blair & Co. as financial advisor to First Consulting Group in its $365 million sale via merger to Computer Sciences Corporation; as financial advisor to LESCO in its $161 million sale via merger to Deere & Co.; as financial advisor to Coleman Cable in its $213 million acquisition of all of the equity interests of Copperfield, LLC; as financial advisor to The Trizetto Group in its $146 million acquisition of Quality Care Solutions; as financial advisor to Netsmart Technologies in its acquisition of CMHC Systems; as financial advisor to Merge Technologies, in its $393 million acquisition of Cedara Software; as financial advisor to Guitar Center in its $90 million acquisition of Music & Arts Center; as financial advisor to VitalWorks, in the $100 million sale of its medical division to Cerner Corporation; as financial advisor to PracticeWorks in its $493 million sale to Eastman Kodak Company; as financial advisor to Information Resources in its $101 million sale to Gingko Corporation; and in the $430 million restructuring of Focal Communications Corporation
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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 by Weyerhaeuser Company
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Represented Citigroup as financial advisor to Accu-Met Laser and New England Precision Grinding in their sales to Riverside Partners, LLC; as financial advisor to ProLogic in its sale to Ultra Electronics; and as financial advisor to TMI in its sale to MiTek
- Representing Rothschild, Inc., as financial advisor to CF Industries in its $4.1 billion bid for Terra Industries and in connection with the $4.6 billion bid by Agrium for CF; and represented Rothschild 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
- 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 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 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 in rendering a solvency opinion to a telecommunications company in its 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 paid dividends of approximately $75 million to its preferred stockholders
- Represented Madison Williams as financial advisor to Pemco Aviation Group in its $43 million sale of Pemco World Air Services to Sun Capital and to Valerus Compression Services in its $500 million sale of a majority stake to TPG
- Representing Morgan Stanley & Co. Incorporated as financial advisor to CF Industries in its $4.1 billion bid for Terra Industries and in connection with the $4.6 billion bid by Agrium for CF; and represented Morgan Stanley as financial advisor to Steel Dynamics 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, in its stock merger with Rainbow Technologies; 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; 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 Peter J. Solomon Company as financial advisor to Panavision in its acquisition by its majority owner, MacAndrews & Forbes; as financial advisor in connection with an amended line of credit from MacAndrews & Forbes to Panavision; and as financial advisor in connection with a senior subordinated term loan agreement involving MacAndrews & Forbes and Panavision
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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
Prior Representative Transactions
- Counsel to Volume Services America and Blackstone in the $342 million aborted sale of Volume Services by Blackstone to Ogden
- Counsel to The Invus Group in its $735 million acquisition of Weight Watchers International 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 and A.P. Technologies
- Counsel to Rudolph Technologies in its $27.5 million acquisition of ISOA
- 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 of Quality Oncology; the Euro 825 million acquisition of the mail order business of Guilbert SA by Staples; 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 underwriters in the $425 million issuance of high yield securities of Covad Communications Group
- Counsel to the underwriters in the issuance of tracking stock by Andrx for Cybear
Education
- Georgetown University Law Center, J.D.
- Georgetown University, M.B.A.
- Georgetown University, B.A. (cum laude)
