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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]

Keith Pagnani is a partner in Sullivan & Cromwell’s Mergers & Acquisitions Group and co-head of the Firm’s Healthcare and Life Sciences Group. Keith is actively involved in S&C’s corporate practice and has broad experience representing buyers, sellers, special committees and financial advisers on a wide range of domestic and cross-border transactions. He is a recognized leader in the healthcare and pharmaceuticals industry, and has played a prominent role in the sector’s most transformative transactions over the last 20 years.

Keith serves as a member of the planning committee at Tulane University Law School’s Annual Corporate Law Institute and is Chair of the Board of P.O.T.S. (Part of the Solution), a nonprofit multi-service organization in the Bronx. He also regularly moderates and speaks on panels related to M&A, governance, trends in the healthcare space and other corporate matters, including at the Practising Law Institute and AdvaMed MedTech Conference.


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 reclassification by Hubbell Incorporated to eliminate its existing two-class structure
  • Board of Directors of Andrx in its sale to Watson Pharmaceuticals
  • Booking Holdings in its $1.2 billion acquisition of Getaroom from Court Square Capital Partners, and Priceline in its $2.6 billion acquisition of OpenTable and $1.8 billion acquisition of KAYAK
  • Brown Brothers Harriman in connection with Westrock Coffee Holdings’ $1.1 billion business combination with Riverview Acquisition Corp.
  • CA in its $590 million repurchase of its Common Stock from Careal Holding and acquisitions of Niku, Concord Communications and Netegrity
  • 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
  • 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 sale of Erisco to the TriZetto Group and the subsequent sale of its TriZetto interest
  • ING in the sale of its U.S. investment banking business to ABN Amro
  • L3Harris Technologies in its approximately $1.96 billion acquisition of Viasat’s Tactical Data Links product line and $1.05 billion sale of its Military Training business to CAE
  • Linde on its delisting from the Frankfurt Stock Exchange by way of an Irish scheme of arrangement and a subsequent inter-company merger
  • Pharmacia in its merger with Pfizer
  • Praxair in its $80 billion merger of equals with Linde AG
  • Rabobank in its acquisition of Mid-State Bancshares
  • Special Committee of Solera Holdings in its $6.5 billion acquisition by Vista Equity Partners
  • Stryker in its $2.8 billion acquisition of Sage Products from Madison Dearborn Partners and acquisition of Stanmore Implants from SIW Holdings
  • ​Special Committee of the Board of Directors of Teck Resources in the pending spin-off of Teck’s steelmaking coal business to separate Teck into Teck Metals and Elk Valley Resources, and in the proposed six-year sunset for the multiple voting rights attached to the Class A common shares of Teck
  • The Priceline Group in its $2.6 billion acquisition of OpenTable and $1.8 billion acquisition of KAYAK Software
  • UnitedHealth Group in Optum’s $6 billion merger with LHC Group, $13.8 billion acquisition of Change Healthcare, $4.3 billion acquisition of DaVita Medical Group and $12.8 billion combination with Catamaran; and its equity purchase agreement and related agreements relating to the sale of ClaimsXten to TPG Capital for $2.2 billion, tender offer for a 57% percent ownership in Empresas Banmédica and acquisitions of Sierra Health Services, Arnett HealthSystem and John Deere Healthcare
  • Special Committee of Vertrue in its acquisition by One Equity Partners
Keith has represented Bank of America, Barclays Capital, Brown Brothers Harriman & Co., Centerview Partners, Citigroup, Goldman Sachs & Co., Greenhill & Co, Lazard Freres & Co., JPMorgan Chase & Co., Morgan Stanley, Oppenheimer & Co. and other investment banks in their capacity as financial adviser to the seller or buyer in connection with numerous transactions. Selected representations include advising the financial adviser in connection with the following M&A transactions:
  • AmerisourceBergen’s $2.5 billion acquisition of MWI Veterinary Supply
  • Brookfield Property Partners’ (“BPY”) special committee in connection with Brookfield Asset Management’s $6.5 billion acquisition of BPY
  • Coca-Cola Enterprises’ merger of Coca-Cola Iberian Partners and Coca-Cola Erfrischungsgetränke to form Coca-Cola European Partners
  • Fresenius’ acquisition of APP Pharmaceuticals
  • General Motors’ spin-off of Hughes Defense business
  • Patterson Companies’ $1.1 billion acquisition of Animal Health International
  • PeopleSoft’s defense against and ultimate sale to Oracle
  • St. Jude Medical’s $3.3 billion acquisition of Thoratec
  • Starwood Hotels’ $12 billion acquisition by Marriott International
  • Taubman Centers’ defense against Simon Property Group’s hostile offer


  • Chambers USA – Corporate/M&A
  • The American Lawyer “Dealmaker of the Year” – Alcon, Inc.’s Independent Directors Committee in Alcon’s $52.9 billion acquisition by Novartis AG
  • The American Lawyer “Dealmaker of the Week” – UnitedHealth’s subsidiary OptumRx’s $12.8 billion combination with Catamaran Corporation
  • The National Law Journal “Healthcare Trailblazer”
  • The Lawdragon 500: Leading Lawyers in America and Leading Dealmakers in America
  • The Lawdragon 3000: Leading Lawyers in America
  • New York Super Lawyers
  • The M&A Atlas Awards “Global M&A Lawyer of the Year”