Paul Scrivano

Partner

Illustrative Professional Experience

• Representation of Dell Inc. in its acquisition of Clerity Solutions, Inc., a leading global provider of application modernization services for transitioning to cloud computing and other modern architectures
• Representation of Bear Stearns Merchant Banking in its negotiated spin-out and transition to independence from JPMorgan Chase
• Representation of DealerTrack Holdings, Inc. in:
  • its combination of its data solutions business with the data solutions business of Autodata Solutions, Inc. (a division of Internet Brands), and its formation of the Chrome Data Solutions, LP joint venture, an industry leading provider of data solutions to the automotive market
  • its sale of ALG, Inc. to TrueCar, Inc., in exchange for a 15.0% equity interest in TrueCar and warrants to increase its ownership interest to up to a 19.9% equity interest in TrueCar, and a series of related license and commercial agreements
  • its acquisition of eCarList LLC
• Representation of Leonard Riggio, founder and chairman of Barnes & Noble, Inc., in connection with Liberty Media Corporation's proposed but not consummated $1.02 billion acquisition of Barnes & Noble, Inc.
• Representation of Microsemi Corporation in:
  • its successful $646 million hostile cross-border take-over bid for Zarlink Semiconductor Inc., a Canadian semiconductor designer and manufacturer
  • its successful hostile offer to acquire AML Communications, resulting in the termination of AML Communication's existing merger agreement with Anaren, Inc.
• Representation of Global Education & Technology Group Limited, a China-based education provider organized as a Cayman Islands exempted company with American Depositary Shares (ADSs) listed on Nasdaq, in its $294 million acquisition by Pearson plc
• Representation of Changyou.com Limited, a leading online game developer in China organized as a Cayman Islands corporation with American Depositary Shares (ADSs) listed on Nasdaq, in its $162.5 million acquisition of the 17173.com game information portal business from Sohu.com Inc., a leading online media, search, gaming, community and mobile services group in China
• Representation of Apollo Management in its sale of United Rentals preferred stock to United Rentals for $614 million in cash and notes
• Representation of ONCAP Management Partners in its $200 million leveraged buy-out of Sport Supply Group, Inc.
• Representation of BiPar Sciences, Inc., a biotechnology company, in its $500 million sale to Sanofi-Aventis
• Representation of JER Partners, the private equity investment arm of J.E. Robert Companies, in:
  • its $2.1 billion acquisition of Highland Hospitality Corporation, a publicly traded REIT
  • its $2 billion acquisition of Genesis HealthCare Corporation, including the successful defense of the transaction against a hostile bid made by Fillmore Capital Partners
  • its $371 million acquisition of Jameson Inns, Inc.
• Representation of Exar Corporation in its acquisition of hi/fn, inc., structured as an exchange offer followed by a second step merger
• Representation of UPEK, Inc. in its hostile bid to merge with AuthenTec, Inc., and its subsequent negotiated business combination with AuthenTec, Inc. structured as a bifurcated transaction consisting of a first step merger providing stock and debt securities and a second step post-closing stockholder vote to convert the debt securities into additional shares of stock
• Representation of Revolution Money, Inc. in its $300 million sale to American Express Company
• Representation of Ocwen Financial Corporation in:
  • its spin-off of Altisource Portfolio Solutions S.A. to shareholders of Ocwen Financial Corporation
  • its public offering of 34.2 million shares of its common stock
  • its $60 million PIPE transaction with six investors
• Representation of Palo Alto Investors:
  • in its proxy contest to remove the board of directors of Canadian Superior Energy Inc., and in the negotiated settlement of that proxy contest that provided Palo Alto Investors with control over a majority of the board seats of Canadian Superior Energy Inc.
  • in obtaining majority board control of the board of directors of Triangle Petroleum Corporation
  • in obtaining 2 directors (out of 6 directors) on the board of Gastar Exploration Ltd.
  • as selling stockholder in the $79 million sale of IDM Pharma, Inc., a biotechnology company, to Takeda Pharmaceutical Company Limited
  • in the recapitalization of Fisker Automotive, Inc., which included obtaining a $528.7 million loan from the U.S. Department of Energy pursuant to its Advanced Technology Vehicles Manufacturing Incentive Program
  • its successful contest for control of GC Holdings, Inc., resulting in a reconstitution of the board of directors of GC Holdings, Inc. with directors nominated by Palo Alto Investors, and the subsequent recapitalization of GC Holdings, Inc.
  • in numerous PIPE transactions involving publicly traded companies
• Representation of Regis Corporation in:
  • its recapitalization transaction involving the concurrent public offering of $172.5 million of its convertible senior notes and 13.225 million shares of its common stock
  • its $2.6 billion merger agreement with the Sally Beauty business unit of Alberto-Culver Company, structured as a reverse Morris Trust transaction, and its subsequent termination of the transaction and collection of a $50 million break-up fee from Alberto-Culver Company
• Representation of Qatalyst Partners as financial advisor to Brocade Communications Systems, Inc. in its $2 billion acquisition of Foundry Networks, Inc.
• Representation of Deutsche Bank Securities as financial advisor to:
  • GSI Commerce Inc. in its $277 million acquisition of Fanatics, Inc.
  • Intellon Corporation in its $244 million acquisition by Atheros Communications, Inc.
  • RHJ International and Asahi Tec Corporation in connection with the acquisition of Metaldyne Corporation
• Representation of Sterling Partners L.P. in its acquisition of Western Wats from American Capital Strategies
• Representation of Firearms Training Systems, Inc. in its acquisition by Meggitt plc.
• Representation of Soros Strategic Partners LP and Dune Entertainment II LLC in their $900 million acquisition of the DreamWorks film library from Viacom Inc. and Paramount Pictures Corporation
• Representation of Evercore Partners as a financial advisor to:
  • General Motors Corporation in its sale of a 51% interest in General Motors Acceptance Corporation to a consortium of investors led by Cerberus Capital Management, L.P., involving total consideration of approximately $14 billion
  • Swiss Re in its $6.8 billion acquisition of GE Insurance Solutions
• Representation of Constellation Brands, Inc. in its $1.4 billion acquisition of BRL Hardy Limited, the largest wine producer in Australia.
• Representation of Aixtron Aktiengesellschaft in its stock-for-stock merger with Genus, Inc.
• Representation of Morgan Stanley Capital Group Inc. in:
  • its $300 million acquisition of Power Contract Finance, L.L.C. from El Paso Corporation
  • its acquisition of Utility Contract Funding II, LLC
• Representation of Merrill Lynch & Co., Inc. in its acquisition of the energy trading business of Entergy-Koch, LP
• Representation of the founder of NeoPharm in his consent solicitation to remove the board of directors of NeoPharm, and in the negotiated settlement of that consent solicitation that provided the founder of NeoPharm with control over a majority of the board seats of NeoPharm
• Representation of Centerpulse Ltd. in its $170 million sale of its Vascutek vascular grafts business to Terumo Corporation.
• Representation of Homestake Mining Company in its $2.3 billion acquisition by Barrick Gold Corporation.
• Representation of SG Cowen & Co., LLC, as financial advisor to SBS Broadcasting SA in its €269 million acquisition of C More Group AB.
• Representation of Conoco, Inc. in its $6.3 billion acquisition of Gulf Canada Resources Limited.
• Representation of The Royal Bank of Scotland Group plc in its successful $33.6 billion hostile acquisition of National Westminster Bank Plc.
• Representation of Credit Suisse First Boston as financial advisor to:
  • SafeNet, Inc., in its $457 million acquisition of Rainbow Technologies, Inc.
  • AMP Incorporated, in its successful defense against AlliedSignal Inc.'s hostile tender offer, and subsequent merger with Tyco International Ltd.
• Representation of Apropos Technology, Inc., in its successful defense against a proposed proxy contest by, and subsequent settlement with, certain insurgent shareholders.
• Representation of Robert W. Baird & Co., as financial advisor to Manpower Inc. in its $488 million acquisition of Right Management Consultants, Inc.
• Representation of IBM Corp. in:
  • its $5 billion sale of its Global Network to AT&T Corp.
  • its $200 million acquisition of Commquest Technologies
• Representation of Johnson & Johnson in its $4.9 billion acquisition of Centocor, Inc., a biotechnology company
• Representation of Southern New England Telecommunications Corporation in its $4.4 billion acquisition by SBC Communications Inc.
• Representation of Regal Cinemas, Inc. in its $1.5 billion acquisition by Kohlberg Kravis Roberts & Co. L.P. and Hicks, Muse, Tate & Furst Incorporated.
• Representation of Lucent Technologies Inc. in its $1 billion acquisition of Yurie Systems, Inc.
• Representation of CalMat Co., in its $890 million acquisition by Vulcan Materials Company.
• Representation of Bristol-Myers Squibb Company in:
  • its $600 million sale of Matrix Essentials, Inc. to L'Oreal (USA), Inc.
  • its sale of hypertension medications Capoten and Capozide, the cholesterol-lowering medications Questran and Questran Light Brands, and the antibiotic Sumycin, to Par Pharmaceutical, Inc.
  • its $7.8 billion acquisition of DuPont Pharmaceutical Company from EI DuPont de Nemours
• Representation of The Peabody Fund in its $500 million joint venture with Milano Centrale SpA.
• Representation of Olin Corporation in its spin-off of Arch Chemicals, Inc.
• Representation of Ripplewood Investments L.L.C. in a roll-up transaction involving the minority interest holders of Asbury Automotive Group L.L.C.
• Representation of Adams, Harkness & Hill, Inc. as financial advisor to the Board of Directors of Opta Food Ingredients, Inc. in connection with its acquisition by Stake Technology Ltd.
• Representation of Lincoln Partners LLC as financial advisor to the Board of Directors of Tecumseh Products Company in connection with its acquisition of the Fasco Motors business of Invensys plc.