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Audra D. Cohen

Partner

Audra D. Cohen

Partner
New York +1-212-558-3275+1-212-558-3275 +1-212-558-3588+1-212-558-3588
[email protected]

Co-leader of the S&C team advising on The American Lawyer’s 2016 “Deal of the Year” – the Kraft merger with Heinz – and recognized in 2011 as one of the “45 Under 45” – the best young women lawyers in the Am Law 200 by The American Lawyer, Audra Cohen represents buyers, sellers, boards of directors and financial advisers in a broad range of merger and acquisition transactions. Her experience includes advising on public company mergers, negotiated sales of private companies and spin-offs, and boards of directors on corporate governance matters, including with respect to activists and cybersecurity issues.

Ms. Cohen also is actively involved in the Firm’s management and administration, including as co-head of the Firm’s Consumer & Retail Group and as a member of the Firm’s Diversity Committee.

Recognitions

  • New York Super Lawyers – recognized as a “Top Woman Attorney in New York” (2016-2017) and a leading lawyer for M&A (2006-2017)
  • The American Lawyer – co-leader of S&C team advising on 2016 “Deal of the Year” – Kraft merger with Heinz (March 2016)
  • Euromoney Legal Media Group Expert Guides, Women in Business Law 2014 – Leading Practitioner, Mergers & Acquisitions
  • Euromoney Legal Media Group Americas Women in Business Law Awards 2013 – shortlisted for “Best in Mergers & Acquisitions”
  • The Lawdragon 500: Leading Lawyers in America (2012, 2013)
  • Euromoney Legal Media Group Americas Women in Business Law Awards 2012 – shortlisted for “Best in Mergers & Acquisitions”
  • Chambers USA Women in Law Awards 2012 – shortlisted for “‘Up & Coming’ Corporate/M&A Lawyer of the Year”
  • The American Lawyer – recognized as one of the “45 Under 45” – the best young women lawyers in the Am Law 200 (January 2011)
  • The American Lawyer – recognized as “Dealmaker in the Spotlight” for work on the Dynegy-Blackstone Group, NBTY-Carlyle Group and Avon Products-Silpada Designs transactions all announced in July and August 2010 (October 2010)
  • The Legal 500 United States  – praised by clients for her “combination of legal excellence and commercial awareness” (2008)

Publications and Speaking Engagements

  • “M&A Roundup: Today’s Deal Landscape,” PLI’s 49th Annual Institute on Securities Regulation, New York, NY, November 2017 (Panelist)
  • “What’s Trending in M&A?” PLI’s 48th Annual Institute on Securities Regulation, New York, NY, November 2016 (Panelist)
  • “Top Ten Regulatory Considerations for Executing Consumer and Retail Deals,” Bloomberg BNA (co-author) (October 2016)
  • “Hostile M&A,” PLI’s Hot Topics in Mergers and Acquisitions 2016, New York, NY, October 2016 (Panelist)
  • “M&A Today: Do the Laws of Attraction Still Apply?” PLI's 47th Annual Institute on Securities Regulation, New York, NY, October 2015 (Panelist)
  • "Columbia Business and Law Association M&A Panel,” Columbia Law School Fundamentals of Corporate Law Series, October 2015 (Panelist)
  • “Five Issues Directors of Consumer and Retail Companies Should Consider Immediately Following a Cybersecurity Breach,” Bloomberg BNA (co-author) (July 2015)
  • “Public Company Negotiated Deals and Hostile Deals,” 33rd Annual Federal Securities Institute, February 2015 (Panelist)
  • “Mergers & Acquisitions: Latest Trends and Deal Structures in Negotiating Public Company Deals,” 32nd Annual Federal Securities Institute, February 2014 (Panelist)
  • “Drafting and Negotiating Corporate Agreements 2014,” PLI webcast, New York, NY, January 2014
  • Featured speaker on “Letters of Intent and Other Preliminary Considerations” as part of PLI Groupcast “Acquiring or Selling the Privately Held Company,” New York, NY, June 2013
  • “M&A Returns: Friendly and Unfriendly Deals,” 44th Annual Institute on Securities Regulation, New York, NY, November 2012 (Panelist)
  • Featured speaker on “Letters of Intent and Other Preliminary Considerations” as part of PLI Groupcast “Acquiring or Selling the Privately Held Company,” New York, NY, June 2012
  • “Mergers & Acquisitions: New Approaches to Strategic and Financial Transactions,” 40th Annual Federal Securities Institute, Miami Beach, FL, February 2012 (Panelist)
  • TheDeal.com’s Deal TV: Trend of larger equity commitments in private equity buyouts, September 2010 (Interviewee)
  • TheDeal.com’s Deal TV: M&A outlook for 2010-2011, September 2010 (Interviewee)
  • “Negotiated Transactions and Distressed Deals,” 38th Annual Federal Securities Institute, Coral Gables, FL, February 2010 (Panelist)


SELECTED REPRESENTATIONS

M&A Transactions
  • Andeavor in its $35.6 billion acquisition by Marathon Petroleum and $6.4 billion acquisition of Western Refining
  • AT&T in the $2 billion sale of its incumbent local exchange operations in Connecticut to Frontier Communications
  • Avon Products in numerous transactions
  • C&S Wholesale Grocers in its acquisition of the wholesale distribution and supply business of Grocers Supply Company
  • Connecticut Water Service in its $1.1 billion pending acquisition by SJW Group
  • Diageo in its agreement with Casa Cuervo to acquire full global ownership and control of Tequila Don Julio and in Diageo’s sale of Bushmills to Jose Cuervo Overseas and Diageo (and its predecessor Grand Metropolitan) and Pillsbury in numerous transactions including the $10.5 billion sale of Pillsbury to General Mills
  • Dynegy in its proposed $4.7 billion acquisition by The Blackstone Group
  • General Growth Properties in its $12.6 billion acquisition of The Rouse Company
  • Hershey Foods Corporation in numerous transactions including the proposed sale of Hershey by the Hershey Trust (subsequently abandoned) and Hershey’s acquisition of the gum and mints business of Nabisco
  • Intercontinental Exchange in its acquisition of Standard & Poor’s Securities Evaluations and Credit Market Analysis from McGraw Hill Financial; $5.2 billion acquisition of Interactive Data Corporation; and $8.2 billion acquisition of NYSE Euronext
  • Kraft Foods Group in its $55 billion merger with H.J. Heinz Company to create The Kraft Heinz Company
  • LSC Communications in its acquisition of the Print Logistics component of R.R. Donnelley & Son’s Logistics business
  • NBTY in its $3.8 billion acquisition by The Carlyle Group
  • Ohio Casualty Corporation in its $2.7 billion acquisition by Liberty Mutual Group
  • Panera Bread in its $7.5 billion acquisition by JAB
  • Pepco Holdings in its $6.8 billion acquisition by Exelon Corporation
  • Quality Care Properties in its acquisition of HCR ManorCare
  • Reed Elsevier in its $4.1 billion acquisition of ChoicePoint 
  • Ron Shaich, founder, chairman, and former CEO of Panera Bread, in connection with his investment vehicle Act III Holdings’ significant equity investment in Cava Group, to finance the $300 million acquisition of Zoe’s Kitchen
  • RR Donnelley & Sons in numerous transactions, including its spin-off of its financial print and PRS businesses to create three independent, publicly traded companies; acquisitions of Consolidated Graphics, Bowne & Co. and Banta Corporation. Ms. Cohen represented Moore Wallace Incorporated in the $6 billion combination with RR Donnelley.
  • Wachovia Corporation in its $15.1 billion merger with Wells Fargo & Company
  • ZF Friedrichshafen in its $12.4 billion acquisition of TRW Automotive Holdings 
Director and Committee Representations
  • board of directors of Albertsons in the $17.4 billion sale of Albertsons to SUPERVALU, CVS Corporation and Cerberus Capital Management
  • Collective Brands and its Board of Directors in its $2 billion sale to a consortium including Wolverine Worldwide, Blum Capital Partners and Golden Gate Capital
  • independent directors and strategic review committee of First Data Corporation in connection with the $29 billion buyout by KKR
  • transactions committee of the board of directors of PepsiAmericas in its $4.2 billion sale to PepsiCo.
  • Sempra Energy in its cooperation agreement with Elliott Management and Bluescape Energy Partners
  • special Committee of Tanker Investments in connection with its merger with Tanker Investments
  • chairman and controlling stockholders of West Corporation in connection with the $4.1 billion sale of West to an investment group led by Thomas H. Lee Partners and Quadrangle Capital Partners