Partner, New York Phone +1-212-558-4000 Fax +1-212-558-3588 Add to Address Book

Stephen M. Kotran was elected a partner of the Firm in 1998 and is a member of Sullivan & Cromwell’s Mergers and Acquisitions, Financial Institutions and Private Equity Groups.

Steve Kotran represents buyers, sellers, special committees of independent directors and financial advisors in connection with mergers and acquisitions transactions, including negotiated and hostile acquisitions of public companies, negotiated sales of private companies, subsidiaries and divisions, private equity transactions, leveraged buy-outs, formation of joint ventures and asset sales.

Mr. Kotran’s mergers and acquisitions assignments have spanned a wide range of industries, with particular emphasis on insurance companies and other financial institutions, healthcare and life science companies and technology companies. These assignments have included:

• Acosta, Inc. in its acquisition by AEA Investors
• American Express Company in its acquisitions and subsequent dispositions of the credit card portfolios of Bank of Hawaii and ShopRite
• American International Group, Inc. in its divestiture of Transatlantic Re, its sale of Hartford Steam Boiler to Munich Re Group, its acquisitions of 21st Century Industries, Hartford Steam Boiler and Williams Gas Pipelines Central Inc., its strategic alliance with Blackstone Group Holdings, L.P. and its formation of SELIC Holdings, Ltd. and IPC Holdings, Ltd.
• Anthem, Inc. in its acquisitions of WellPoint Health Networks Inc. and Trigon Healthcare, Inc.
• AT&T Capital Corp. in its acquisition by affiliates of The Nomura Securities Co., Ltd.
• The Bank of New York in its sales of credit card portfolios to Household International, Associates National Bank (Delaware) and Chase Manhattan Bank USA
• Cadillac Fairview Corporation in its acquisition by Ontario Teachers' Pension Plan Board
• The special committee of CastlePoint Holdings, Ltd. in its acquisition by Tower Group, Inc.
• Central Jersey Bancorp in its acquisition by National Westminster Bank plc
• Constellation Bancorporation in its acquisition by CoreStates Financial Corp.
• Cytec Inc. in its acquisition of the chemicals business of UCB S.A. and its divestiture of UCB's melamine resins business
• Dresdner Bank AG in its acquisition of RCM Capital Management, L.P., its sale of its New York Stock Exchange specialist business and its formation of a joint venture to manage privatized pension fund assets in Mexico
• Eastman Kodak Company in its acquisitions of Chinon Industries, Creo Inc., the medical imaging business of Imation Corp. and Heidelberger Druckmaschinen's 50% interest in NexPress Solutions and black-and-white digital printing business, its sales of its office imaging business to Heidelberger Druckmaschinen and its health business to Onex, Inc., the formation of its Kodak Polychrome Graphics joint venture with Sun Chemical Corporation and the subsequent purchase by Kodak of Sun's interests in the joint venture
• Eridania Béghin-Say in its acquisition of American Maize products Company and divesture of American Maize's cigar and smokeless tobacco business
• Folksamerica in its acquisition of Sierra Insurance Group
• Ford in the sale of Ford Life Insurance Company to SunAmerica Inc.
• Goldman, Sachs & Co. in its acquisition of the variable annuity, variable life insurance, and life insurance businesses of The Hanover Insurance Group, Inc., its sale of the fixed income business of Spear, Leeds & Kellog, its termination of its power business services agreement and investment agreement with Constellation Energy Group, Inc. and formation of its joint venture with Cambridge Energy Research Associates
• Goldman, Sachs & Co., Wachovia Securities, Lehman Brothers, Barclays Capital and other investment banks in their capacity as financial advisor to seller or buyer in connection with more than 300 transactions
• Principal investment funds affiliated with Goldman, Sachs & Co. in connection with various acquisitions and dispositions of and by portfolio companies, including the acquisitions of Allfex Holdings, Inc. and Koret, Inc. and the acquisition by Marcus Cable Partners, L.P. of cable television systems from Sammons Communications, Crown Media, Inc. and Star Cablevision Group
• H&R Block, Inc. in its sale of CompuServe to WorldCom
• ING Groep N.V. in its acquisitions of ReliaStar Financial Corp. and Equitable of Iowa Companies
• IPL Energy Inc. in its acquisition of Portal Pipe Line Company
• Ipsen S.A. in its acquisitions of the assets of Octagen Corporation and the Apokyn and U.S. marketing businesses of Vernalis plc
• Koninklijke Philips Electronics N.V. in its sales of PolyGram N.V. and Beltone Electronics Corporation, its acquisitions of Optiva Corporation, the MICRUS semiconductor manufacturing division of IBM and MedQuist Inc. and its formation of a joint venture between Philips Medical Capital and De Lage Landen International
• Mayne Nickless Limited in its acquisition of F.H. Faulding & Co. Limited
• Merrill Lynch & Co. in its sale of its 20% limited partnership interest in Bloomberg L.P. to Bloomberg, Inc.
• The Northland Company in its sale to Associates First Capital
• Phillips International, Inc. in the sale of its health newsletters and vitamin supplements business to ACI Capital Co., Inc.
• Prudential Financial, Inc. in its acquisitions of the Allstate Corporation's variable annuity business, the retirement investment services business of CIGNA Corporation and Skandia Insurance Company Ltd.'s U.S. variable annuity and mutual funds business, and its sale of Dryden Wealth Management to Fortis
• Royal Bank of Canada in its acquisition of Business Men’s Assurance Company of America from Assicurazioni Generali S.p.A.
• SBC Communications Inc. in its acquisition of Pacific Telesis Group
• Schroders plc in the sale of its worldwide investment banking business to Citigroup Inc.
• The St. Paul Companies in connection with the sale of its nonstandard auto insurance business to Prudential Financial, Inc.
• The special committee of Swift Transportation, Inc. in connection with its sale to the Moyes family
• Toa Fire and Marine Re in its purchase of M&G Re from Swiss Re
• Union Carbide in its acquisition by The Dow Chemical Company
• Ventritex, Inc. in its sale to St. Jude Medical, Inc.
• Vodafone Group in its acquisition of AirTouch Communications, Inc. and its sale of Iusacell
• Lenders and shareholders of WCI Steel in connection with its sale to OAO Severstal;  
• The independent directors of WEG GP LLC in the acquisition of Williams Energy Partners by an entity formed jointly by Madison Dearborn Partners, LLC and Carlyle/Riverstone Global Energy and Power Fund II, L.P.
• Western National in its acquisition by American General
• Western Resources, Inc. in its acquisitions of Protection One, Inc., Network Multi-Family Services, Inc., Westinghouse Security Systems, Lifeline Systems Inc. and Paradigm Direct LLC
• Consortium formed by Whitehall Street Real Estate L.P. in its acquisition of Rockefeller Center Properties, Inc.
• Yue-Sai Kan Cosmetics, Ltd. (USA) L.P. in its joint venture with Joh. A. Benckiser GmbH

Mr. Kotran is a frequent speaker on mergers and acquisitions matters for the Practising Law Institute, the Association of the Bar of the City of New York, and various other professional organizations. He is a member of the Committee on Negotiated Acquisitions and the Committee on Federal Regulation of Securities of the Business Law Section of the American Bar Association. 

Recent Recognitions

M&A

• Chambers USA: America's Leading Lawyers for Business (2009, 2008, 2007, 2006, 2005)
• The Best Lawyers in America (2010, 2009)
• New York Super Lawyers (2009, 2008, 2007, 2006)
• The Lawdragon 500 – Leading Lawyers in America (finalist, 2007)
• The Lawdragon 500 – Leading Dealmakers in America (2007)
• The Lawdragon 500 – New Stars, New Worlds (2006)
• IFLR Mergers & Acquisitions Yearbook 2005

Insurance

• Chambers USA: America's Leading Lawyers for Business (2009, 2008, 2007)

Private Equity

• The Best Lawyers in America (2010, 2009, 2008)