image description

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]

Audra Cohen is co-Managing Partner of the Firm’s General Practice Group globally and serves as a co-head of the Firm’s Consumer & Retail and Power and Utility Groups. She has extensive experience representing clients on a broad range of merger and acquisition transactions, including public company mergers, private company transactions and spinoffs, and advising boards of directors on corporate governance and activism matters. As an active member of the Firm’s management and administration, Ms. Cohen also serves on the Firm’s Diversity Committee.

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
  • 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
  • Connecticut Water Service in its $1.1 billion 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) in various transactions
  • Dynegy in its proposed $4.7 billion acquisition by The Blackstone Group
  • Intercontinental Exchange in its $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 proposed $1.4 billion acquisition by Quad/Graphics, later terminated
  • NBTY in its $3.8 billion acquisition by The Carlyle 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  • Quality Care Properties in its acquisition of HCR ManorCare, later withdrawn 
  • Riverstone Holdings and Pattern Energy Group Holdings 2 LP (Pattern Development) in their agreement with Canada Pension Plan Investment Board (CPPIB) pursuant to which CPPIB and Riverstone will combine Pattern Energy Group Inc. and Pattern Development under common ownership following the completion of CPPIB’s concurrent proposed acquisition of Pattern Energy Group
  • 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 and acquisitions of Consolidated Graphics and Bowne & Co.
  • 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
  • Adient in its agreement with Blue Harbour Group
  • Board of directors of Albertsons in the $17.4 billion sale of Albertsons to SUPERVALU, CVS Corporation and Cerberus Capital Management
  • 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

Selected Recognitions

  • New York Super Lawyers – “Top Woman Attorney in New York” (2016-2019) and a leading lawyer for M&A (2006-2019)
  • The American Lawyer – co-leader of S&C team advising on 2016 “Deal of the Year” – Kraft merger with Heinz (March 2016)
  • The Lawdragon 500: Leading Lawyers in America (2012, 2013)
  • Euromoney Legal Media Group Expert Guides, Women in Business Law – Leading Practitioner, Mergers & Acquisitions (2014)
  • Euromoney Legal Media Group Americas Women in Business Law Awards – shortlisted for  “Best in Mergers & Acquisitions” (2012, 2013)
  • The American Lawyer – recognized as one of the “45 Under 45” – the best young women lawyers in the Am Law 200 (January 2011)
Selected Publications and Speaking Engagements
  • “Public Company M&A Deals,” 37th Annual Federal Securities Institute, Miami, FL, February 2019 (Panelist)
  • “Deal Activism: How Dealmakers Can Prepare for and Respond to Activist Campaigns Against M&A Transactions,” PLI’s Preparing for Shareholder Activism: What You Need to be Doing Now 2018, New York, NY, November 2018 (Panelist)
  • “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