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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 700 M&A transactions.

Mr. Kotran leads S&C’s 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, 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:
  • IFLR1000 US (2011-2019)
  • Chambers Global: The World’s Leading Lawyers for Business (2013-2019)
  • Chambers USA: America’s Leading Lawyers for Business (2005-2019)
  • The Legal 500 United States Hall of Fame
  • The Best Lawyers in America (2008-2019)
  • New York Super Lawyers (2006-2018)
  • PLC Which Lawyer? Yearbook (2011)
  • The Lawdragon 3000: Leading Lawyers in America (2010)


SELECTED REPRESENTATIONS

Selected Principal Representations
  • The management team of Affinity Gaming in connection with its definitive agreement to be acquired 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 Express Company in its acquisitions and subsequent dispositions of the credit card portfolios of Bank of Hawaii and ShopRite
  • American International Group in its divestitures of United Guaranty Corporation, Alico, Transatlantic Re and Hartford Steam Boiler, its acquisitions of 21st Century Industries, Hartford Steam Boiler and Williams Gas Pipelines Central, its strategic alliance with Blackstone Group and its formation of SELIC Holdings and IPC Holdings
  • Anthem in its acquisitions of WellPoint Health Networks and Trigon Healthcare
  • AT&T Capital in its acquisition by affiliates of Nomura Securities
  • The Bank of New York in its sales of credit card portfolios to Household International, Associates National Bank (Delaware) and Chase Manhattan Bank USA
  • Billabong International in its acquisition of the assets of RVCA
  • The special committee of BWAY in its acquisition by affiliates of Madison Dearborn
  • Cablevision Systems in its acquisition of the assets of The Wiz
  • Cadillac Fairview in its acquisition by Ontario Teachers’ Pension Plan Board
  • The special committee of CastlePoint Holdings in its acquisition by Tower Group
  • Central Jersey Bancorp in its acquisition by National Westminster Bank
  • China Oceanwide Holdings Group in its pending acquisition of Genworth Financial
  • Constellation Bancorporation in its acquisition by CoreStates Financial
  • Cytec Industries in its acquisition by Solvay, the divestment of its Coating Resins business to Advent International Corporation, its acquisition of the chemicals business of UCB S.A. and its divestiture of UCB’s melamine resins business
  • Dresdner Bank in its acquisition of RCM Capital Management, its sale of its New York Stock Exchange specialist business and its formation of a joint venture to manage privatized pension fund assets in Mexico
  • 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; its global settlement agreement with the U.K. Kodak Pension Plan (KPP), including the spin-off of Kodak’s Personalized Imaging and Document Imaging businesses to the KPP, and the global release of Kodak from related pension liabilities; its acquisitions of Chinon Industries, Creo Inc., the medical imaging business of Imation Corp., and Heidelberger Druckmaschinen’s 50% interest in NexPress Solutions and black and white digital printing business; its sales of its office imaging business to Heidelberger Druckmaschinen and its health segment business to Onex, Inc.; and the formation of its Kodak Polychrome Graphics joint venture with Sun Chemical Corporation and the subsequent purchase by Kodak of Sun’s interests in the joint venture
  • Eridania Béghin-Say in its acquisition of American Maize-Products and divestiture of American Maize’s cigar and smokeless tobacco business
  • Evercore Partners in its acquisition of the private fund placement agent business of Neuberger Berman and its acquisition of ISI International Strategy & Investment
  • Folksamerica in its acquisition of Sierra Insurance Group
  • Ford in the sale of Ford Life Insurance to SunAmerica
  • Genomic Health in its pending combination with Exact Sciences
  • Goldman, Sachs & Co. in its acquisition of the variable annuity, variable life insurance and life insurance businesses of The Hanover Insurance Group, its sale of the fixed income business of Spear, Leeds & Kellogg, its termination of its power business services agreement and investment agreement with Constellation Energy Group and formation of its joint venture with Cambridge Energy Research Associates
  • Principal investment funds affiliated with Goldman, Sachs & Co. in connection with various acquisitions and dispositions of and by portfolio companies, including the acquisitions of Allflex Holdings and Koret and the acquisition by Marcus Cable Partners of cable television systems from Sammons Communications, Crown Media and Star Cablevision Group
  • H&R Block in its sale of CompuServe to WorldCom
  • ING Groep in its acquisitions of ReliaStar Financial and Equitable of Iowa Companies
  • Insight Enterprises in its pending acquisition of PCM, Inc. and acquisition of Datalink
  • IPL Energy in its acquisition of Portal Pipe Line Company
  • 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
  • Koninklijke Philips Electronics in its sales of PolyGram and Beltone Electronics, its acquisitions of Optiva, the MICRUS semiconductor manufacturing division of IBM and MedQuist and its formation of a joint venture between Philips Medical Capital and De Lage Landen
  • Matrixx Initiatives in its sale to H.I.G. Capital
  • Mayne Nickless in its acquisition of F.H. Faulding & Co.
  • 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
  • The Northland Company in its sale to Associates First Capital
  • ORIX USA Corporation in its acquisitions of Hoffman Southwest Corp., Boston Financial Investment Management and RoadSafe Holdings
  • Phillips International in the sale of its health newsletters and vitamin supplements business to ACI Capital
  • Platinum Underwriters Holdings in its acquisition by RenaissanceRe Holdings
  • Prudential Financial in its acquisitions of Allstate’s variable annuity business, CIGNA’s retirement investment services business and Skandia Insurance Company’s U.S. variable annuity and mutual funds business, and its sales of Prudential-Bache Commodities to Jefferies and Dryden Wealth Management to Fortis
  • Royal Bank of Canada in its acquisition of Business Men’s Assurance Company of America (from Assicurazioni Generali) and Jones & Babson
  • SBC Communications in its acquisition of Pacific Telesis Group
  • Schroders in the sale of its worldwide investment banking business to Citigroup
  • Sprout Pharmaceuticals in its acquisition by Valeant Pharmaceuticals International
  • The St. Paul Companies in connection with the sale of its nonstandard auto insurance business to Prudential Financial
  • 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
  • Toa Fire and Marine Re in its purchase of M&G Re from Swiss Re
  • The independent directors of Tower Group in its acquisition by affiliates of AmTrust Financial Services
  • Transamerican Auto Parts Company in its $665 million acquisition by Polaris Industries
  • Union Carbide in its acquisition by The Dow Chemical Company
  • Ventritex in its sale to St. Jude Medical
  • Vodafone Group in its acquisition of AirTouch Communications and its sale of Iusacell
  • Lenders and shareholders of WCI Steel in connection with its sale to OAO Severstal
  • The independent directors of WEG GP in the acquisition of Williams Energy Partners by an entity formed jointly by Madison Dearborn Partners and Carlyle/Riverstone Global Energy and Power Fund II
  • Wells Fargo Bank in its acquisition of the North American reserved-based and related diversified energy lending business of BNP Paribas
  • Wells Fargo Securities in connection with its acquisition of Citadel Securities’ investment banking business
  • Western National in its acquisition by American General
  • Western Resources in its acquisitions of Protection One, Network Multi-Family Services, Westinghouse Security Systems, Lifeline Systems and Paradigm Direct
  • Western World Insurance Group in its acquisition by Validus Holdings
  • Consortium formed by Whitehall Street Real Estate in its acquisition of Rockefeller Center Properties
  • XL Re Ltd, a wholly-owned subsidiary of XL Group plc, in its sale of all of its shares in ARX Holding Corp. to Progressive
  • Yue-Sai Kan Cosmetics, Ltd. (USA) L.P. in its joint venture with Joh A. Benckiser GmbH
 Selected Financial Advisory Representations

Mr. Kotran has represented Bank of America, Barclays Capital, Centerview Partners, Citigroup, Credit Suisse, Deutsche Bank, Evercore, Goldman Sachs & Co., 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 700 transactions. Selected representations include advising the financial adviser in connection with the following M&A transactions:
  • 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
  • Alliance Data Systems in its sale of its Epsilon business to Publicis Groupe
  • ARRIS International in its acquisition by CommScope
  • Athlon Energy in its acquisition by Encana Corporation
  • AveXis in its acquisition by Novartis
  • CLARCOR in its acquisition by Parker Hannifin
  • Conagra Brands in its acquisition of Pinnacle Foods
  • Crown Holdings in its acquisition of Signode Industrial Group Holdings from The Carlyle Group
  • CVS Health in its acquisition of Aetna – The Deal’s 2019 “Deal of the Year”
  • Esterline Technologies in its acquisition by TransDigm Group
  • Global Payments in its acquisition of Heartland Payment Systems
  • IHS in its acquisition of Markit
  • 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 will spin-off its Industrial segment to its shareholders and simultaneously merge the Industrial segment with and into Gardner Denver in a combination valued at about $15 billion
  • Intel Corporation in its acquisition of Altera Corporation and its acquisition of Mobileye
  • Kindred Healthcare in its acquisition by a consortium comprising TPG Capital, Welsh, Carson, Anderson & Stowe and Humana
  • Koninklijke Ahold in its merger with Delhaize Group, creating a combined company named Ahold Delhaize
  • Life Time Fitness in its merger with Leonard Green & Partners and TPG
  • Marsh & McLennan Companies in its acquisition of Jardine Lloyd Thompson Group
  • McDermott International in connection with its combination with Chicago Bridge & Iron Company
  • MeadWestvaco Corporation in its merger with Rock-Tenn Company
  • Media General in its acquisition by Nexstar Broadcasting Group
  • Mentor Graphics in its acquisition by Siemens
  • Motorola Solutions in its sale of its Enterprise business to Zebra Technologies Corporation
  • Multi-Color Corporation in its acquisition by an affiliate of Platinum Equity
  • NASCAR in its pending acquisition of International Speedway Corporation
  • Questar in its combination with Dominion Resources
  • StanCorp Financial Group in its acquisition by Meiji Yasuda Life Insurance Company
  • SunGard in connection with FIS’s acquisition of SunGard
  • Technip in its combination with FMC Technologies
  • TNT Express in its acquisition by FedEx Corporation
  • 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
  • Visteon Corporation in its sale of its approximately 70 percent ownership interest in Halla Visteon Climate Control Corp. to an affiliate of Hahn & Company and Hankook Tire Co.
  • Westlake Chemical Corporation in its acquisition of all of the outstanding shares of Axiall Corporation