Eileen T. Nugent, co-head of the firm's Private Equity Group, has worked on a wide variety of acquisitions and dispositions of companies, subsidiaries and divisions, both public and private, hostile and negotiated, in the United States and around the world. A significant number of these transactions have been leveraged buyouts (LBOs). Ms. Nugent has represented the full-range of transactional parties, including buyers, sellers, controlling stakeholders, boards of directors and special committees, LBO organizers and management teams, as well as investment bankers and various financing sources. She has worked on numerous recapitalizations and other "reverse LBO" transactions, such as initial public offerings, and is one of the firm's leading practitioners in the field of M&A and restructuring of financially distressed companies. She is experienced in advising clients on the legal, business and strategic aspects of corporate governance and conflict-of-interest situations, including dealing with significant stockholders.
Selected significant recent transactions include her representation of:
- Warner-Lambert Company in its planned $85 billion merger-of-equals with American Home Products Corporation and its ultimate acquisition by Pfizer Inc.;
- Trane Inc. (formerly American Standard) in its $10.1 billion acquisition by Ingersoll-Rand Company Limited;
- the special committee of the board of directors of Avaya Inc. in its $8.2 billion leveraged buyout and going-private acquisition by Silver Lake Partners and TPG Capital;
- American Standard in the spin-off of its vehicle control systems unit, WABCO, into a new publicly traded company, and in its $1.8 billion sale of its bath and kitchen products business to Bain Capital Partners LLC;
- AMC Entertainment, Inc. in its $2 billion sale to J.P. Morgan Partners and Apollo Partners Limited;
- Endo Pharmaceuticals Holdings Inc. in its 2009 acquisition via a tender offer of Indevus Pharmaceuticals, Inc.;
- Bentley Pharmaceuticals, Inc. in its approximately $360 million acquisition by Teva Pharmaceutical Industries Limited; and
- Donna Karan in the sale of Ms. Karan's company and Donna Karan International Inc. to LVMH, S.A.
Private company transactions on which she has worked include a broad array of situations, with a concentration on highly leveraged companies, as well as subsidiaries and divisions of large public companies. In recent years, Ms. Nugent has represented Allied Domecq plc; Avenue Capital; Columbus Nova; DLJ Merchant Banking Partners III, L.P.; DST Systems, Inc.; Kelso & Company; Oaktree GmbH; and Trimaran Fund, among others, in a number of private company transactions.
Ms. Nugent is a frequent lecturer and panelist at the Practising Law Institute, ALI-ABA and other M&A seminars, plays a key role in the planning and presentation of the annual Tulane M&A Institute and has published articles on a wide variety of M&A-related legal topics. She has taught selected M&A classes at Harvard and New York University law schools and is an adjunct professor at the University of Virginia School of Law. She is a co-author of a well-known two-volume treatise entitled Negotiated Acquisitions of Companies, Subsidiaries and Divisions.
Ms. Nugent has been recognized in Chambers Global: The World's Leading Lawyers for Business 2009 for her work in M&A and private equity, Chambers USA: America's Leading Lawyers for Business 2008, The International Who's Who of Corporate Governance Lawyers 2009 and The Best Lawyers in America 2009. New York Office
J.D., Brooklyn Law School, 1978
A.B., Cornell University, 1975