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Stephen M. Kotran

Partner

Stephen M. Kotran

Partner
New York +1-212-558-4963+1-212-558-4963 +1-212-558-3588+1-212-558-3588
[email protected]
Steve Kotran represents buyers, sellers, special committees of independent directors and other principals as well as financial advisers in connection with M&A transactions in a wide range of industries, 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. He has represented principals in more than 250 M&A transactions and financial advisers in more than 800 M&A transactions.

Mr. Kotran leads S&C’s M&A financial advisory practice and insurance M&A practice. He is a Lecturer in Law at Columbia Law School, where he teaches a course in mergers and acquisitions, and also has lectured at NYU, Stanford, UPenn, UVA, Fordham and other law schools. He also is a frequent speaker on M&A matters at professional programs sponsored by the American Bar Association, the Practical Law Institute and numerous other organizations.

Mr. Kotran has been named as a leading M&A, private equity, and insurance transactional lawyer in:
  • Chambers Global: The World’s Leading Lawyers for Business (2013-2021)
  • Chambers USA: America’s Leading Lawyers for Business (2005-2020)
  • IFLR1000 US Highly Regarded
  • Who’s Who Legal: Thought Leaders – M&A (2019-2020)
  • Who's Who Legal: M&A and Corporate Governance
  • The Legal 500 United States Hall of Fame
  • The Best Lawyers in America (2008-2020)
  • New York Super Lawyers (2006-2020)


SELECTED REPRESENTATIONS

Selected Principal Representations
  • The management team of Affinity Gaming in its acquisition by affiliates of Z Capital Partners
  • Acosta in its acquisition by AEA Investors and the management of Acosta in its acquisitions by TH Lee and Carlyle
  • American International Group in its divestitures of United Guaranty, Alico, Transatlantic Re and Hartford Steam Boiler and its acquisition of 21st Century Industries
  • Billabong International in its acquisition of the assets of RVCA
  • The special committee of BWAY in its acquisition by affiliates of Madison Dearborn
  • The special committee of CastlePoint Holdings in its acquisition by Tower Group
  • China Oceanwide Holdings in its pending acquisition of Genworth Financial and in connection with Genworth Financial’s sale of its majority interest in Genworth MI Canada to Brookfield Business Partners
  • Cytec Industries in its acquisition by Solvay and the divestment of its Coating Resins business to Advent International
  • Eastman Kodak Company in its issue and sale of $100 million aggregate principal amount of its 5.00% Secured Convertible Notes due 2021 to funds managed by Southeastern Asset Management; agreement to issue $200 million of newly created 5.50% Series A Convertible Preferred Stock to funds managed by Southeastern Asset Management; global settlement agreement with the U.K. Kodak Pension Plan (KPP), including the spin-off of its Personalized Imaging and Document Imaging businesses to the KPP, and the global release of Kodak from related pension liabilities; and sale of its health segment business to Onex
  • Evercore Partners in its acquisition of the private fund placement agent business of Neuberger Berman and its acquisition of ISI International Strategy & Investment
  • Genomic Health in its combination with Exact Sciences
  • Goldman, Sachs & Co. in multiple strategic transactions
  • Insight Enterprises in its acquisitions of PCM and Datalink
  • Ipsen in its acquisitions of the assets of Octagen and the Apokyn and U.S. marketing businesses of Vernalis, its investment in Inspiration Biopharmaceuticals and its sale, together with Inspiration Biopharmaceuticals, of worldwide rights to OBI-1 and Ipsen’s industrial facility in Milford, Massachusetts, to Baxter International
  • Knoll in its PIPE transaction, consisting of the sale of newly issued convertible preferred stock to Investindustrial VII L.P.
  • Koninklijke Philips Electronics in multiple transactions, including its acquisition of MedQuist
  • Matrixx Initiatives in its sale to H.I.G. Capital
  • Merrill Lynch & Co. in its sale of its 20% limited partnership interest in Bloomberg L.P. to Bloomberg, Inc.
  • MF Global in connection with certain pre-bankruptcy strategic alternatives
  • Milacron in its acquisition by CCMP Capital Advisors from Avenue Capital Group
  • ORIX USA Corporation in its acquisitions of Hoffman Southwest, Boston Financial Investment Management and RoadSafe
  • Platinum Underwriters Holdings in its acquisition by RenaissanceRe Holdings 
  • Primus Technologies in its acquisition by Spartronics
  • ​Prudential Financial in multiple transactions, including its acquisition of Allstate’s variable annuity business and its sales of Prudential-Bache Commodities to Jefferies
  • Sprout Pharmaceuticals in its acquisition by Valeant Pharmaceuticals International
  • The special committee of Swift Transportation in connection with its sale to the Moyes family
  • Swiss Re Life Capital in the sale of the U.S. portion of Swiss Re’s Admin Re division to Jackson National Life Insurance Company and in the sale of Aurora National Life Assurance Company to Reinsurance Group of America
  • TIAA-CREF in connection with TIAA Oil and Gas Investments’ acquisition of a 35% interest in Cricket Valley Energy Center from APNA Holdings, a subsidiary of Advanced Power AG
  • The independent directors of Tower Group in its acquisition by affiliates of AmTrust Financial Services
  • Transamerican Auto Parts in its acquisition by Polaris Industries
  • Lenders and shareholders of WCI Steel in connection with its sale to OAO Severstal
  • Wells Fargo Bank in its acquisition of the North American reserved-based and related diversified energy lending business of  BNP Paribas
  • Western World Insurance Group in its acquisition by  Validus Holdings
  • XL Re, a wholly-owned subsidiary of XL Group plc, in its sale of all of its shares in ARX Holding Corp. to Progressive

Selected Financial Advisory Representations

Mr. Kotran has represented Bank of America, Barclays Capital, Centerview Partners, Citigroup, Credit Suisse, Deutsche Bank, Evercore, FT Partners, Goldman Sachs & Co., Guggenheim Securities, Houlihan Lokey, JPMorgan Chase & Co., Moelis & Co., Morgan Stanley, Rothschild, Tudor, Pickering, Holt & Co., Wells Fargo Securities and other investment banks in their capacity as financial adviser to the seller or buyer in connection with more than 750 transactions. Selected representations include advising the financial adviser in connection with the following M&A transactions:
  • Acacia Communications in its acquisition by Cisco
  • Acadia Healthcare in its pending sale of its U.K. operations to Waterland Private Equity 
  • The ADT Corporation in its acquisition by an affiliate of certain funds managed by affiliates of Apollo Global Management and co-investors and merger with a subsidiary of Prime Security Services Borrower
  • Aerojet Rocketdyne Holdings in its pending acquisition by Lockheed Martin Corporation 
  • Agios Pharmaceuticals in its pending sale of its commercial, clinical and research-stage oncology portfolio to Servier
  • Alliance Data Systems in its sale of its Epsilon business to Publicis Groupe
  • Analog Devices in its pending acquisition of Maxim Integrated Products ​
  • ARRIS International in its acquisition by CommScope
  • Assurance IQ in its acquisition by Prudential Financial
  • AveXis in its acquisition by Novartis
  • Cision and its Board of Directors in its acquisition by an affiliate of Platinum Equity
  • CLARCOR in its acquisition by Parker Hannifin
  • Conagra Brands in its acquisition of Pinnacle Foods
  • Cooper Tire & Rubber Company in its pending acquisition by The Goodyear Tire & Rubber Company
  • CoStar Group in its proposed acquisition of CoreLogic
  • Crown Holdings in its acquisition of Signode Industrial Group Holdings from The Carlyle Group
  • CVS Health in its acquisition of AetnaThe Deal’s 2019 “Deal of the Year”
  • Dell Technologies in connection with VMware’s acquisition of Pivotal Software, including common stock of Pivotal held by Dell Technologies
  • Delphi Technologies in its acquisition by BorgWarner
  • Diamondback Energy in its pending acquisition of QEP Resources 
  • Esterline Technologies in its acquisition by TransDigm Group
  • FLIR Systems in its pending acquisition by Teledyne Technologies 
  • Global Payments in its acquisition of Heartland Payment Systems
  • Grubhub in its pending acquisition by Just Eat Takeaway.com to create the world’s largest online food delivery company outside of China
  • HD Supply Holdings in its acquisition by The Home Depot and sale of its Construction & Industrial--White Cap Business (also known as “White Cap”) to an affiliate of Clayton, Dubilier & Rice
  • HMS in its pending acquisition by Veritas Capital-backed Gainwell Technologies
  • Hygo Energy Transition in its pending acquisition by New Fortress Energy
  • ​IHS in its acquisition of Markit
  • Immunomedics in its acquisition by Gilead Sciences
  • IMS Health Holdings in its merger of equals with Quintiles Transnational Holdings with the merged company being named Quintiles IMS Holdings
  • Ingersoll Rand in its “Reverse Morris Trust” transaction whereby Ingersoll Rand spun-off its Industrial segment to its shareholders and simultaneously merged the Industrial segment with and into Gardner Denver
  • Intel in its acquisition of Altera and acquisition of Mobileye
  • Jazz Pharmaceuticals in its pending acquisition of GW Pharmaceuticals 
  • Kindred Healthcare in its acquisition by a consortium comprising TPG Capital, Welsh, Carson, Anderson & Stowe and Humana
  • Macquarie Infrastructure in its sale of its International-Matex Tank Terminals business to Riverstone Holdings
  • Magnite in its pending acquisition of SpotX from RTL Group
  • Marsh & McLennan Companies in its acquisition of Jardine Lloyd Thompson Group
  • McDermott International in its combination with Chicago Bridge & Iron Company
  • Media General in its acquisition by Nexstar Broadcasting Group
  • Mentor Graphics in its acquisition by Siemens
  • The management board of METRO AG in connection with SCP Group’s acquisition of Real from METRO AG
  • Multi-Color Corporation in its acquisition by an affiliate of Platinum Equity
  • MTS Systems in its pending acquisition by Amphenol
  • MyoKardia in its acquisition by Bristol Myers Squibb
  • NASCAR in its acquisition of International Speedway Corporation
  • New York Life Insurance in its acquisition of Cigna’s group life and disability insurance business
  • Nexi S.p.A. in its pending merger with SIA S.p.A., creating one of the ten largest companies by capitalization on the Italian market
  • NextGen Acquisition Corp., a publicly traded SPAC, in its pending business combination with Xos, Inc.
  • QIAGEN in its proposed acquisition by Thermo Fisher Scientific, later terminated
  • Questar in its combination with Dominion Resources
  • S&P Global in its pending merger with IHS Markit
  • Sempra Energy in its sale of its Peruvian businesses, including its 83.6% stake in Luz del Sur, to China Yangtze Power International (Hongkong) Co. and its sale of its Chilean businesses, including its 100% stake in Chilquinta Energía, to State Grid International
  • The Simply Good Foods Company in its acquisition of Quest Nutrition
  • StanCorp Financial Group in its acquisition by Meiji Yasuda Life Insurance Company
  • Tech Data in its acquisition by an affiliate of funds managed by affiliates of Apollo Global Management
  • Technip in its combination with FMC Technologies
  • TNT Express in its acquisition by FedEx
  • Tyler Technologies in its pending acquisition of NIC Inc.
  • Ultimate Software in its acquisition by an investor group led by Hellman & Friedman
  • Unibail-Rodamco in connection with its acquisition of Westfield Corporation
  • The Valspar Corporation in its acquisition by The Sherwin Williams Company
  • Visa in its acquisition of Visa Europe
  • Westlake Chemical in its acquisition of all of the outstanding shares of Axiall
  • WEX in its acquisition of Optal from private shareholders and eNett from Travelport and its owners, affiliates of Siris Capital Group and Elliot Management’s private equity affiliate, Evergreen Coast Capital