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Stephen M. Kotran


Stephen M. Kotran

New York +1-212-558-4963+1-212-558-4963 +1-212-558-3588+1-212-558-3588
[email protected]
Steve Kotran is a partner in the Firm’s Mergers & Acquisitions and Financial Services Groups, leads its M&A financial advisory practice, and is a member of the Firm’s FinTech, Healthcare & Life Sciences and Private Equity practices. He 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, transactions involving special purpose acquisition companies (SPACs), private equity transactions, leveraged buy-outs, formation of joint ventures and asset sales.
Mr. Kotran 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 is a member of the Corporate and M&A Advisory Board of Practical Law, the National Council of the American Enterprise Institute and the President’s Council of the National Constitution Center.


In additional to numerous principal representations, Mr. Kotran has represented Barclays CapitalBofA Securities, BMO Capital MarketsCenterview PartnersCitigroupCredit SuisseDeutsche BankDuff & Phelps, EvercoreFT PartnersGoldman Sachs & Co.Greenhill & Co, Guggenheim Securities, Houlihan LokeyJPMorgan Chase & Co.Lincoln Partners, LionTree, Moelis & Co.Morgan StanleyNomura Securities InternationalRothschildTudor, Pickering, Holt & Co.Wells Fargo Securities and other investment banks in their capacity as financial adviser in connection with a variety of transactions. Selected representations include advising a principal or a financial adviser in the following:
  • ​3M in the $9.3 billion combination of its food safety business with NEOGEN Corporation
  • Acacia Communications in its $4.5 billion acquisition by Cisco
  • The management of Acosta in its acquisitions by TH Lee and Carlyle
  • adidas in its €2.1 billion sale of Reebok to Authentic Brands
  • Supervisory Board of Aegon in its $5 billion pending combination with a.s.r., pursuant to which Aegon will combine its Dutch pension, life and non-life insurance, banking, and mortgage origination activities with a.s.r.
  • Aerojet Rocketdyne in its $5 billion proposed acquisition by Lockheed Martin, later terminated
  • Agios Pharmaceuticals in its $2 billion sale of its commercial, clinical and research-stage oncology portfolio to Servier
  • Altra Industrial Motion Corp. in its $5 billion pending acquisition by Regal Rexnord
  • American International Group in its divestitures of United GuarantyAlico and Transatlantic Re
  • Analog Devices in its $21 billion acquisition of Maxim Integrated Products
  • Annaly Capital Management in its $2.3 billion pending sale of its Commercial Real Estate business to Slate Asset Management
  • The conflicts committee of Apollo’s board in connection with Apollo’s $11 billion merger with Athene
  • ARRIS International in its $7.4 billion acquisition by CommScope
  • Atlantia in its €9 billion sale of its stake in Autostrade to a consortium consisting of CDPBlackstone and Macquarie
  • AveXis in its $8.7 billion acquisition by Novartis
  • Billabong International in its acquisition of the assets of RVCA
  • Buzzfeed in its $1.5 billion merger with 890 5th Avenue Partners
  • ChemoCentryx in its $3.7 billion acquisition by Amgen
  • China Oceanwide Holdings in Genworth Financial’s $1.8 billion sale of its majority interest in Genworth MI Canada to Brookfield Business Partners
  • Circle Internet Financial in its $9 billion proposed business combination with SPAC Concord Acquisition Corp, later withdrawn
  • Conagra Brands in its $10.9 billion acquisition of Pinnacle Foods
  • Cooper Tire & Rubber Company in its $2.5 billion acquisition by The Goodyear Tire & Rubber Company
  • CVS Health in its $77 billion acquisition of Aetna – The Deal’s 2019 “Deal of the Year”
  • Cytec Industries in its $6.4 billion acquisition by Solvay and the divestment of its Coating Resins business to Advent International
  • DeepGreen Metals in its $2.9 billion business combination with SPAC Sustainable Opportunities Acquisition Corporation
  • Delphi Technologies in its $3.3 billion acquisition by BorgWarner
  • Diamondback Energy in its $2.2 billion acquisition of QEP Resources
  • Doordash in its €7 billion acquisition of Wolt Enterprises OY
  • Eastman Kodak Company in multiple transactions, including 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 and agreement to issue $200 million of newly created 5.50% Series A Convertible Preferred Stock to funds managed by Southeastern Asset Management
  • Emerson in its $14 billion pending sale of a majority stake in its Climate Technologies business to private equity funds managed by Blackstone and in its agreement with AspenTech under which it created a diversified, high-performance industrial software leader for $11 billion
  • Evercore Partners in its acquisition of the private fund placement agent business of Neuberger Berman and its acquisition of ISI International Strategy & Investment
  • Firmenich in its €25.3 billion pending business combination with DSM
  • FLIR Systems in its $8 billion acquisition by Teledyne Technologies
  • Forest Road Acquisition Corp., a SPAC, in its $2.9 billion three-way merger with The Beachbody Company and Myx Fitness
  • Genomic Health in its $2.8 billion combination with Exact Sciences
  • Goldman, Sachs & Co. in multiple strategic transactions
  • Gores Guggenheim, a SPAC, in its $20 billion business combination with Polestar Performance
  • Grab Holdings in its $39.6 billion business combination with SPAC Altimeter Growth
  • Grubhub in its $7.3 billion acquisition by Just Eat, creating the world’s largest online food delivery company outside of China
  • HDFC Limited in its approximately $60 billion pending merger with HDFC Bank
  • HD Supply Holdings in its $8 billion acquisition by The Home Depot and sale of White Cap to Clayton, Dubilier & Rice
  • HMS in its $3.4 billion acquisition by Veritas Capital-backed Gainwell Technologies
  • Hygo Energy Transition in its $3.1 billion acquisition by New Fortress Energy
  • Immunomedics in its $21 billion acquisition by Gilead Sciences
  • Ingersoll Rand in its “Reverse Morris Trust” transaction whereby Ingersoll Rand spun-off its Industrial segment and simultaneously merged the Industrial segment with and into Gardner Denver in a combination valued at about $15 billion
  • Special Committee of the Board of Directors of Inovalon in its $7.3 billion acquisition by a consortium led by Nordic Capital
  • Insight Enterprises in its acquisitions of PCM and Datalink
  • Intel in its acquisition of$16.7 billion Altera and $15.3 billion acquisition of Mobileye
  • Intertrust in connection with Corporation Service Company’s EUR 1.8 billion recommended public offer for Intertrust
  • Ipsen in its sale, together with Inspiration Biopharmaceuticals, of worldwide rights to OBI-1 and Ipsen’s industrial facility in Milford, Massachusetts, to Baxter International
  • Jazz Pharmaceuticals in its acquisition of $7.2 billion GW Pharmaceuticals
  • JERA Americas in connection with Global Infrastructure Partners’ $2.5 billion pending sale of its 25.7% interest in Freeport LNG Development to JERA Americas 
  • Knoll in its $1.8 billion acquisition by Herman Miller and PIPE transaction, consisting of the sale of newly issued convertible preferred stock to Investindustrial VII L.P.
  • Lionheart Acquisition Corp. II, a SPAC, in its business combination with MSP Recovery, resulting in a combined company with an enterprise value of approximately $32.6 billion
  • Local Bounti in its $1.1 billion merger with Leo Holdings III Corp., a publicly-traded SPAC
  • Magnite in its $1.17 billion acquisition of SpotX from RTL Group
  • ManTech International in its $4.2 billion acquisition by Carlyle
  • Marsh & McLennan Companies in its $6.4 billion acquisition of Jardine Lloyd Thompson Group
  • Matrixx Initiatives in its sale to H.I.G. Capital
  • Meridian Bioscience in its $1.53 billion pending acquisition by SD Biosensor and SJL Partners
  • Merrill Lynch & Co. in its $4.4 billion 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
  • Mindtree in its $7.5 billion combination with LTI
  • Momentus in its $1.2 billion acquisition by SPAC Stable Road Acquisition Corp.
  • MyoKardia in its $13.1 billion acquisition by Bristol Myers Squibb
  • NASCAR in its $2 billion acquisition of International Speedway
  • New York Life Insurance in its $6.3 billion acquisition of Cigna’s group life and disability insurance business
  • Nexi S.p.A. in its merger with SIA S.p.A., which created one of the ten largest companies by capitalization on the Italian market
  • NextGen Acquisition Corp., a publicly traded SPAC, in its business combination with Xos, Inc.
  • NextGen Acquisition Corp. II, a SPAC, in its $3.2 billion acquisition of Virgin Orbit
  • OPAL Fuels in its $1.75 billion acquisition by ArcLight Clean Transition Corp. II, a publicly-traded SPAC
  • Origin Materials in its $1.8 billion business combination with Artius Acquisition, a publicly-traded SPAC
  • ORIX USA Corporation in its acquisitions of Hoffman SouthwestBoston Financial Investment Management and RoadSafe
  • Owens & Minor in its $1.6 billion acquisition of Apria
  • Performance Food Group in its $2.5 billion acquisition of Core-Mark
  • Platinum Underwriters Holdings in its $1.9 billion acquisition by RenaissanceRe
  • Poshmark in its $1.2 billion pending acquisition by Naver
  • PotlatchDeltic in its $5 billion combination with CatchMark Timber Trust
  • Primus Technologies in its acquisition by Spartronics
  • PropertyGuru in its $1.78 billion business combination with Bridgetown 2 Holdings, a SPAC formed by Pacific Century and Thiel Capital
  • ​Prudential Financial in multiple transactions, including its sale of Prudential-Bache Commodities to Jefferies
  • Reinvent Technology Partners Y, a SPAC, in its $13 billion business combination with Aurora
  • S&P Global in its $44 billion merger with IHS Markit
  • Sempra Energy in its $3.59 billion sale of its Peruvian businesses, including its 83.6% stake in Luz del Sur, to China Yangtze Power International (Hongkong) Co. and $2.23 billion sale of its Chilean businesses, including its 100% stake in Chilquinta Energía, to State Grid International
  • Spire Global in its $1.6 billion merger with SPAC NavSight Holdings
  • Sports Entertainment Acquisition Corp., a SPAC, in its $4.75 billion combination with SGHC Limited
  • Swiss Re Life Capital in the $900 million 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
  • Tailwind Two Acquisition Corp., a SPAC, in its $1.58 billion business combination with Terran Orbital
  • Tech Data in its $5.98 billion acquisition by an affiliate of funds managed by affiliates of Apollo Global Management
  • TH International in its merger with SPAC Silver Crest Acquisition Corporation, implying an enterprise value of $1.4 billion for Tims China
  • 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
  • TradeStation Group in its $1.43 billion business combination with Quantum FinTech Acquisition Corporation, a SPAC
  • Transamerican Auto Parts in its $665 million acquisition by Polaris Industries
  • Tyler Technologies in its $2.3 billion acquisition of NIC Inc.
  • Ultimate Software in its $11 billion acquisition by an investor group led by Hellman & Friedman
  • Unibail-Rodamco in connection with its $24.7 billion acquisition of Westfield Corporation
  • The Valspar Corporation in its $11.3 billion acquisition by The Sherwin-Williams Company
  • Veoneer in its $4.5 billion acquisition by Qualcomm and SSW Partners and proposed $3.8 billion acquisition by Magna International 
  • 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 $690 million acquisition by Validus Holdings


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
  • Chambers USA: America’s Leading Lawyers for Business
  • IFLR1000 US Highly Regarded
  • Lawdragon 500: Leading Dealmakers in America
  • Who’s Who Legal: Thought Leaders – M&A
  • Who’s Who Legal: M&A and Governance
  • The Legal 500 United States Hall of Fame
  • The Best Lawyers in America (Mergers and Acquisitions Law; Leveraged Buyouts and Private Equity Law)
  • New York Super Lawyers