image description

Keith A. Pagnani


Keith A. Pagnani

New York +1-212-558-4000+1-212-558-4000 +1-212-558-3588+1-212-558-3588
[email protected]

Recognized by The American Lawyer as “Dealmaker of the Week” in 2015 for his role advising UnitedHealth in its subsidiary OptumRx’s $12.8 billion combination with Catamaran Corporation and “Dealmaker of the Year” in 2011 for his role advising Alcon, Inc.’s Independent Directors Committee in Alcon’s $52.9 billion acquisition by Novartis AG, Keith Pagnani is actively involved in Sullivan & Cromwell’s corporate practice and has broad experience representing buyers, sellers, special committees of independent directors and financial advisers on a wide range of domestic and international merger and acquisition transactions.

Mr. Pagnani also is actively involved in the Firm’s management and administration, including as co-head of the Firm’s Healthcare and Life Sciences Group and as a member of the Firm’s Diversity Committee.

Mr. Pagnani frequently speaks on M&A and corporate matters, including as a member of the Practising Law Institute. At the AdvaMed MedTech Conference, he has moderated multiple panels including “Current Investment Flow, M&A and Deal Structures,”  “CEO Unplugged: Business Development, Strategic Alliance & M&A” and “Preparing and Executing an M&A Event.” Mr. Pagnani is a member of Tulane University Law School’s planning committee and is a regular participant in the School’s Annual Corporate Law Institute. He participated in the Corporate Law Institute’s 2019 panel “Hot Topics in M&A Practice.” He also co-moderated panels at the 2018 and 2017 Corporate Law Institute, in addition to participating in other panels including on topics covering M&A, boards of directors and other corporate governance matters. He participated in a discussion on trends in M&A at the Harvard Association of Law and Business of Harvard Law School and was a panelist for “Leveraging Board Relationships and Expertise to Drive M&A,” at the Corporate Development Leadership Forum at the New York Stock Exchange. He was a panelist for “What’s on the Healthcare Dealmaking Landscape?” at The Deal’s Healthcare Dealmaking Symposium, and for “Negotiated Transactions and Deal Issues” at the Florida Bar Business Law Section and at West’s 27th Annual Federal Securities Institute.


  • Chambers USA
  • The National Law Journal “Healthcare Trailblazer”
  • The Am Law Daily “Dealmaker of the Week”
  • M&A Advisor “Dealmaker of the Year” Finalist
  • The American Lawyer “Dealmaker of the Year”
  • The Legal 500 United States
  • The Lawdragon 500: Leading Lawyers in America
  • Recipient of the Atlas Award as the “Global M&A Lawyer of the Year”
  • The Lawdragon 3000: Leading Lawyers in America
  • Super Lawyers Corporate Counsel Edition – recognized for M&A
  • New York Super Lawyers – recognized for M&A and Healthcare
  • The Lawdragon 500: Leading Dealmakers in America – recognized for M&A and Corporate Governance
  • The Lawdragon 500: New Stars, New Worlds – recognized for M&A, Banking & Finance, Private Equity and Intellectual Property


Transactions in which Mr. Pagnani has been involved include representations of:
  • Alcon and its Independent Directors in the sale of Nestlé’s Alcon stake to Novartis and Novartis’ acquisition of the remaining publicly held minority interest in Alcon for $52.9 billion
  • Bessemer Trust Company, as Trustee to the Louie E. Roche and Harvey Hubbell Trusts, in its agreement to support a reclassification transaction by Hubbell Incorporated to eliminate its existing two-class structure
  • Board of Directors of Andrx in its sale to Watson Pharmaceuticals
  • CA (f/k/a Computer Associates) in its $590 million repurchase of its Common Stock from Careal Holding and acquisitions of Niku, Concord Communications and Netegrity
  • Coleman Cable in its acquisition by Southwire Company
  • Delta Air Lines in its agreement with Air France-KLM under which it acquired a 10% stake in Air France through a capital increase of $438 million
  • Eastman Kodak in the sale of more than $3 billion of assets
  • Endo International in its $2.6 billion acquisition of Auxilium Pharmaceuticals
  • Goldman, Sachs & Co. in its acquisitions of Spear, Leeds & Kellogg and Benjamin Jacobson
  • H&R Block in the sale of its financial advisory business to Ameriprise Financial
  • Harris Corporation in its $35 billion merger of equals with L3 Technologies to form L3Harris Technologies and $4.6 billion acquisition of Exelis
  • IMS Health in its $5 billion acquisition by investment funds managed by TPG Capital and Canada Pension Plan Investment Board – the largest leveraged buyout of 2009, aborted merger with VNU, sale of Erisco to the Tri Zetto Group and the subsequent sale of its TriZetto interest
  • Independent Directors and Strategic Transaction Committee of UST in its sale to Altria Group
  • ING in the sale of its U.S. investment banking business to ABN Amro
  • L3Harris Technologies in the $1.05 billion sale of its Military Training business to CAE
  • Pharmacia in its merger with Pfizer
  • Praxair in its $80 billion merger of equals with Linde AG, $1.1 billion acquisition of NuCO2 and successful takeover of CBI Industries
  • Provident Companies in its merger with UNUM
  • Rabobank in its acquisition of Mid-State Bancshares
  • SBC Communications in its acquisitions of Ameritech and Prodigy Communications
  • Special Committee of Solera Holdings in its $6.5 billion acquisition by Vista Equity Partners
  • Special Committee of the Board of Directors of NCH in its going-private transaction
  • Special Committee of the Board of Directors of Vertrue in its acquisition by One Equity Partners
  • Stryker in its $2.8 billion acquisition of Sage Products from Madison Dearborn Partners and acquisition of Stanmore Implants from SIW Holdings
  • The Heyman family in its $3.2 billion sale of International Specialty Products to Ashland
  • The Priceline Group in its $2.6 billion acquisition of OpenTable and $1.8 billion acquisition of KAYAK Software
  • UnitedHealth Group in Optum’s $13 billion pending acquisition of Change Healthcare, $4.3 billion acquisition of DaVita Medical Group and $12.8 billion combination with Catamaran; and its tender offer for a 57% percent ownership in Empresas Banmédica and acquisitions of Amil Participações, Sierra Health Services, XLHealth Corp, Arnett HealthSystem and John Deere Healthcare
  • Valeant Pharmaceuticals in its aborted $5.7 billion unsolicited bid for Cephalon
  • Vivendi in its acquisition of Superior Services
  • Western Resources in its unsolicited exchange offer for ADT

In transactions where the Firm has represented financial advisers, Mr. Pagnani has been involved in:
  • Abraxis BioScience’s sale to Celgene
  • America Service Group’s merger with Valitás Health Services
  • American Dental Partners’ $400 million acquisition by funds affiliated with JLL Partners
  • AmerisourceBergen’s $2.5 billion acquisition of MWI Veterinary Supply
  • Boise Cascade’s acquisition of OfficeMax
  • Brookfield Property Partners’ (“BPY”) special committee in connection with Brookfield Asset Management’s $6.5 billion acquisition of BPY
  • Citadel Broadcasting’s acquisition by Cumulus Media
  • Coca-Cola Enterprises’ merger of Coca-Cola Iberian Partners and Coca-Cola Erfrischungsgetränke to form Coca-Cola European Partners
  • Dana’s defense against ArvinMeritor’s hostile offer
  • EKR Therapeutics’ acquisition by Cornerstone Therapeutics
  • Fresenius’ acquisition of APP Pharmaceuticals
  • General Motors’ spin-off of Hughes Defense business
  • General Signal’s acquisition by SPX
  • Hertz Global Holdings’ acquisition of Dollar Thrifty Automotive Group
  • Hewlett-Packard’s merger with Compaq
  • hiSoft Technology International’s merger of equals with VanceInfo Technologies
  • International Family Entertainment’s acquisition by Fox
  • Medica HealthCare Plans’ acquisition by United HealthCare Services
  • Monsanto’s acquisition of DeKalb Industries
  • Patterson Companies’ $1.1 billion acquisition of Animal Health International
  • PeopleSoft’s defense against and ultimate sale to Oracle
  • Provident Companies’ merger with the Paul Revere
  • Sanmina’s merger with SCI Systems
  • SAP’s acquisition of Sybase
  • Sauer-Danfoss’ acquisition by Danfoss
  • St. Jude Medical’s $3.3 billion acquisition of Thoratec
  • Starwood Hotels’ $12 billion acquisition by Marriott International
  • STERIS’ $1.9 billion acquisition of Synergy Health
  • Taubman Centers’ defense against Simon Property Group’s hostile offer
  • Teledyne’s merger with Allegheny Ludlum
  • Tornier’s $1.3 billion merger with Wright Medical Group
  • TRW’s merger with Northrop Grumman
  • Wallace Computer Services’ successful defense against a takeover bid by the Moore Corporation
  • ZOLL Medical’s $2.21 billion acquisition by Asahi Kasei