Structuring Life Sciences Deals: Supplemental Materials

Transcription

The Strategic & Legal Implications Using M&A / Transaction
Liability Insurance Solutions
Michael J. Schoenbach, CPA
Managing Director
Aon Transaction Solutions
199 Water Street
New York, NY 10038
Office: (212) 441-2337
Cell: (917) 370-2899
[email protected]
October 23,2014
Aon Transaction Solutions (ATS)
Largest Global Network of Resources and Capabilities
Total 2013 Revenue by Geography
APAC,
10%
EMEA,
20%
US, 47%
UK, 13%
Americas
(excl. US),
10%
Aon presence in over 120 countries with
more than 500 offices
HR Solutions
Risk Solutions
2

Place more than $110 billion of premium flow

World-class brand recognition

Unparalleled market insight and data


Strongest technology platform
Substantial relationships across large corporate and
middle market

Deepest analytic expertise

Serve half of the Fortune 500

Integrated capital markets solutions

Administer benefits for more than 23 million
participants around the globe

~30,000 colleagues globally

~30,000 colleagues globally
Proprietary & Confidential
Executive Summary
 Insurance is cheap capital:
• Lower ROR requirements combined with spreading of risk
• Favorable loss experience has contributed to competitive terms and conditions , plus
pressure from brokers and lawyers
• Policy wording is straightforward; claims are paid promptly
• Tax is easy to underwrite ; virtually no exclusions. R&W coverage follows the SPA.
Litigation takes the most time.
 Insurers are all staffed by former M+A or Tax Lawyers; all work around the clock on “deal
time”
• Same for Aon TL team; our staff is larger than all Underwriters.
• Team growing to 18 nationally; includes Tax and M&A lawyers, Distressed Debt
Investor, and a CPA.
 We are creative problem solvers using insurance as a quick, cost-effective solution to
provide economic certainty and transfer risk:
• Clients include PE, HF, VC, and large corporations (references attached).
• Lawyers and Bankers often open the door; goal is to help you win.
 Take-Up rate for our products has soared:
• Positive “perfect storm” of lower cost, quality coverage and quick service have
created significant demand.
3
Transaction Liability (TL) Insurance Products & Solutions
Cost is expressed as a % of the insurance policy limit purchased; all cost is a one-time premium paid at
closing (i.e., 3% x $30M limit = $900,000)
Product
Description | General Price Range
Impact on Negotiations & General Pricing
Representations & Warranties
(R&W)
Buyer policy protects the buyer against loss from unknown breaches
- Increase speed of deal
of R&W including F/S, which are discovered post-close (or post-signing - Favorably impact auctions
if structured accordingly). Can extend scope / duration of seller
- Minimize escrow / indemnity caps
indemnity. Seller policies provide backstop to seller indemnification.
- Extend survival of seller indemnity
- Facilitate clean exit / earlier distribution
Price Range: 3% - 4%
- Provide credit worthy protection
Tax Indemnity; Tax Credits
Alternative to Private Letter Ruling (PLR); protects insured from
- Improve execution by bridging the discount a buyer may
adverse ruling by IRS or relevant taxing authority regarding anticipated
put on an issue versus a seller
tax treatment of a given transaction or issue. Covers tax, interest,
- Can cover 338(h)(10) elections*, NOLs, 355(e)**, transfer
penalties, contest costs & gross up.
pricing, sale of REIT shares, real estate issues, cross border
issues, etc.
- No tax opinion needed, though helpful to have
Price Range: 4% +/-
Litigation / Contingent Liability Provides certainty via a “box” or “ring fence” around existing or likely
litigation to protect insured against catastrophic loss that exceeds the
/ Fraudulent Conveyance
expected loss amount.
Price Range: Varies by subject (Litigation 8-10%)
Environmental Liability
- Improve execution by bridging the discount a buyer may
- Can function as “signaling capital”
- Critical issue is the attachment point
Can provide “stop loss” protection by capping expected or unexpected - Improve execution by bridging the valuation a buyer may
costs of clean-up and/or transferring legal liability and title of real
estate through asset divestiture program. Enhances R&W coverage
- Enhance seller position by eliminating “bad” assets preregarding scheduled, non-actionable disclosures.
transaction to create a “good” asset sale
- Enhance buyer leverage by taking on “bad” assets at a
Price Range: Varies by assessed exposure
discount greater than intrinsic liability; possible arbitrage
opportunities
* 338(h)(10) permits taxpayers to achieve the tax benefits of an asset sale while structuring the transaction as a stock sale.
** 355(e) imposes tax upon an otherwise tax-free spin-off distribution if there is a 50% or greater acquisition of the stock of either the spinning corp or spun corporation.
4
The Competitive Dynamics of Introducing Transaction Liability Solutions
As a “First Mover”
Buyer Introduces First
Buyer 1
(requires
escrow /
indemnity)
Buyer 1
(requires
escrow /
indemnity)
Buyer 3
(uses R&W
Solution)
Buyer 1
Buyer 2
Wins
Auction
Buyer 4
(requires
escrow /
indemnity)
•
Seller Introduces First
Seller
(builds R&W
into the
offering)
Buyer 3
Seller
Buyer 4
Buyer 5
(requires
escrow /
indemnity)
If a single buyer in an auction process is the first,
and only, potential buyer to introduce the concept it
can accomplish the following:
– Shut down the auction early as the buyer can
accept the seller’s reps as is, knowing insurance
is in place
– Arbitrage the cost of insurance against the
seller’s desire for a clean exit
– Achieve a lower purchase price
Buyer 5
•
•
•
If a seller introduces the concept as part of an
auction process to multiple buyers, the seller can
potentially mitigate any “discount” that a buyer
hopes to achieve, and also obtain a clean exit
Seller can minimize escrows and indemnity caps
Seller R&W insurance can be a fall back when buyer
demands a traditional escrow and indemnity
5
Buyer Uses R&W Insurance Policy; Reduces Purchase Price
Purchase Price Before
Insurance
($1,000,000,000)
Purchase Price After
Insurance
($975,000,000)
Situation

A US private equity fund was purchasing a manufacturer
for approximately $1 billion +/-

Aon approached the fund about replacing a portion of
the escrow/indemnity cap with Buyer-Side R&W
insurance hoping that the fund would obtain a purchase
price adjustment in the fund’s favor
Solution
$900M

$952M


$100M Escrow /
Indemnity Cap
$3M Premium
$20M Escrow
Within deal timeframe, Aon negotiated and placed
Buyer-Side R&W policy for $80 million excess of a $20M
retention/deductible that provided coverage broader
than the seller indemnity for <$3M of premium
In addition, the policy period extended for a full 6 years
for all R&W, the retention/deductible was reduced to
$4M after 18 months, in tandem with the release of the
escrow to seller
The fund negotiated a purchase price reduction that far
exceeded the cost of the insurance
$80M R&W
Protection
6
Seller Uses “Stapled Insurance Package”; Minimizes Escrow & Indemnity
Hypothetical w/o
Insurance
($400,000,000)
Sale Price with
Insurance
($400,000,000)
Situation

A US private equity firm was preparing to sell a $400M
manufacturing company through an auction process

The target was the last of 15 divestitures of a holding
company, and had numerous hanging indemnities from
past sales, plus tax (NOLs) and environmental issues
Seller desired to effect the sale on an “as is” basis and
have no surviving indemnities or escrow post-closing

Solution
$360M
(proceeds at closing)
$396M
(proceeds at closing)

Before the auction began, Aon structured and obtained
quotes for a package of reps and warranties, tax and
environmental insurance in favor of Buyer

Bidders were told to work with Aon and Seller made it
known that it would provide no indemnities
The R&W policy covered hanging liabilities from prior
transactions and reps related to the current transaction
The SPA had no survival and provided a credit against
purchase price for the insurance cost (1% of transaction
value)
Seller achieved more bids and a better sale price than
anticipated; the added benefit was that by the insurers’
vetting of these risks, the buyer side due diligence
process was much smoother, simpler and contributed to
the successful auction


$40M Escrow
(10% assumed)
$4M Premium
$40M R&W
Protection

7
Tax Insurance – Buyer-side Cross Border Acquisition
Structure Proposed
By Seller
(see note below)
Final Structure with
Insurance
Situation

US private equity fund was considering the purchase of a
US company with operations in the UK and Europe

Buyer wanted to rationalize the complex, cross border
corporate structure and planned to reorganize in a
manner that would be tax free in the UK
Seller refused to indemnify Buyer for this risk; Buyer was
reluctant to proceed due to the magnitude of the risk
(120% of equity invested)

Solution
$395M
$400M

A tax opinion policy [£75M (US$150M)] was used to
insure against an HMRC challenge above a nil retention

The term of coverage was an 8-year period, including the
statute of limitations plus a 1 year statutory waiting
period required for the tax benefit
The cost of the insurance was $10M (2.5% of transaction
value); Seller paid 50% of the premium
Three difficulties that were overcome in placing the
insurance:
― No written advisor work product;
― 12-month waiting period before reorganization
could be completed ,requiring extended policy
term; and


$150M
Un-indemnified
Tax Exposure
$150M
Tax Protection
$5M Premium
Note:
 Buyer was not going to close without insurance in
place due to magnitude of exposure
― Extreme pressure for a timely close by seller
8
Fraudulent Conveyance
Capital Structure
At Close
$350,000,000
Capital Structure
Post Distribution
$320,000,000
Situation



$300M
Loan
$300M
Loan

PE firm acquires a publicly traded company (Target)
through a tender offer financed by a $300M loan
(Loan) and a $50M equity investment by the PE firm
After completion of the tender offer, PE firm’s
acquisition sub and the target merge; additional debt
financing is used to effect the merger
Following the merger, Target distributes $30M to the PE
firm
The PE firm’s financial advisor provided a solvency
opinion with respect to the proposed transaction
Solution


$50M
Equity
An insurance policy is arranged that covers the PE firm
against claims by a third party alleging fraudulent or
preferential transfer or other avoidance action under
Federal or State law
$50M policy; $1M retention; 6 year policy period
$20M
Equity
Note:
 Dividend of $30M paid to PE firm at closing
9
Litigation Buyout (TPG / Oxford Health Plans)
Note: Insurance purchase was publicly disclosed
Situation


New LBP
SIR
(self-insured retention)
Existing D&O
Limits
$200M

Solution
$125M


$50M
(4 layers)


Prior to acquisition, market cap declined by $3.5 billion
in one day as a result of class action suits that were filed,
alleging insider trading and a potential restatement of
earnings
Oxford only had $50M in existing D&O coverage, all of
which was expected to “burn” in defense costs
Objective was to:
– “Cap” exposure and provide financial certainty
– Favorably impact ability to refinance debt
– Provide leverage against plaintiff
– Allow management to focus on operations and to
comfort regulators
Purchased $200M in new coverage with an SIR & coinsurance (see striped area) designed to maintain proper
incentives
Wall Street pushed up stock to $44 from $11 in 1 year
plus Oxford successfully refinanced bank debt (note:
CSFB analyst reported “poison pill removed from stock;
new insurance a big plus”) - Wall Street, regulators,
doctors, etc., all appeared to be satisfied with the
litigation buyout policy
Insurance “vetted” potential damages and helped solve
perception issues among customers, doctors,
shareholders, Wall Street, etc.
Claim ultimately settled 4 years later for $300+ million,
i.e., insurers paid claims
10
Successor Liability (SL) – Legacy Products Liability Concerns
Structure Proposed
By Seller
$49,000,000
Final Structure with
Insurance
$49,000,000
Situation


$44.7M
$42.6M
No Surviving
Indemnity for
Legacy Products
Liability

Japanese company buying the US subsidiary of a
Chinese parent with Seller retaining pre-closing
liabilities
Buyer was worried that the $4.3M escrow was
insufficient given the Seller financials, historic losses,
amount of product in the stream of commerce and the
Buyer’s difficulty in obtaining necessary information
during diligence, plus “existing liability claims”
Seller refused to indemnify Buyer for this risk; Buyer
was reluctant to proceed due to the perceived risk
(>50% of purchase price)
Solution

$25M Legacy
Products Liability
Protection
$2.1M Premium
$4.3M Escrow
$4.3M Escrow


A Successor Liability (SL) policy was purchased to back
stop the obligations of the Seller and its insurers
ensuring the Buyer would not be out of pocket
The term of coverage was for a five year, claims made
policy, with full prior acts coverage - $25M Legacy
Products Liability Policy with $250K / claim and $500K
aggregate deductibles
The one-time premium was $2.1M (4.3% of transaction
value)
Note:

Seller only willing to expose the escrow to
legacy products liability losses
11
Legacy Environmental Liability Solution
 A Fortune 250 company owned a property along the Hudson River in NJ for 50 years
 It was originally a manufacturing facility but subsequently used as an R&D facility
 The property had a number of known pollution conditions – 3 nearby superfund sites and potential natural resource
damage liability
 The seller sold the property “as is” with all environmental liability being assumed by the buyer; the seller required the
buyer to purchase “blended” combined coverage to assure funding and completion of clean up, no overruns and no
legacy liabilities
 The seller was named as an “additional insured”
 The policy has a $20 million limit and a 15 year term; the premium was $4.7 million ($3 million related to known cleanup
and $1.7 million related to clean-up cost cap and pollution liability)
 This ultimately allowed the Seller to successfully exit and close
12
Appendix
1. Transaction Liability Check List – Engaging AON
2. How Buy-Side/Sell-Side R&W Insurance Can Influence
Escrow, Indemnity and Purchase Price
3. References
4. Aon Bios & Contact Information
13
Transaction Liability Check List: How to Know When to Engage Aon
Filters as to whether Transaction Liability Solutions Can Help: If you answer "yes" to any of the below questions, please contact a member of our TL team
#
R&W
1 Will previous owners stay on as management?
2 Is the deal an auction?
3 Is there an escrow and/or an indemnity cap over $5 million?
4 Is the seller a PE firm and is this one of the last remaining assets of fund?
5 Will reps and warranties not survive closing? (e.g., public to private;
bankruptcy)?
6 Is the Indemnifying party a collection risk? (e.g., a trust, a foreign entity)
Tax
7 Is there a tax issue the buyer is unwilling to take on without seller
indemnification?
8 Are NOLs a major source of value?
9 Was there an attempt to obtain a private letter ruling?
Litigation
10 Is there outstanding litigation, that could be material, but has an uncertain
outcome?
Successor Liabilities
11 Are there known issues that could result in future claims, but where no
claims have been brought yet (product liability)?
Environmental
12 Are there material environmental liabilities with significant uncertainty as to
valuation
Benefit and Comp
13 Are there any material deal issues stemming from 409a issues?
14 Are there any material deal issues stemming from Golden Parachute issues?
15 Are there any other health and benefits issues requiring significant additions
to the contract indemnification/escrows?
Buy Side Sell Side
Yes/No Yes/No
Rationale
If a breach of reps occurs, the PE firm does not have to sue management
R&W insurance can differentiate a bid and more quickly shut the process down
The cost of R&W insurance is such that using it to reduce escrow is almost always
value accretive
Seller will not want to tie up cash versus returning it to its investors
Provide reps where none exist
Provides more certainty around collection (If a breach of reps occurs, the PE firm
does not have to sue management)
Insurance allows for a more efficient indemnification structure
Can insure the realizability of NOL
Tax treatment can be insured, even in the absence of a private letter ruling
Provide certainty to a given transaction. If the cost of insurance falls into the
range of outcomes, arbitrage is possible
Provide certainty to a given transaction
If any of these issues are material from a price adjustment perspective or keeping
the deal from consummating, engage with the TL team
If any of these issues are material from a price adjustment perspective or keeping
the deal from consummating, engage with the TL team
14
Sample Illustration: How Buy-side R&W Insurance Can Influence Escrow,
Indemnity and Purchase Price
Row #
Description
1
Total Price from Buyer (excl cost of insurance and value of escrow)
2
Cost of Insurance (Limit (row 6) * Rate (row 10))
3
Missed Investment Income on Escrow (12% for 2 years)
4
Total Realized Value (incl cost of insurance and missed investment income)
5
Indemnification - either by escrow, deductible or cap (duration 2 years)
5A: Base Case: No R&W Insurance (10% Enterprise Value)
5B: Enhanced Value: With R&W Insurance (1% Enterprise Value)
R&W Insurance - Limit (duration up to 6 years)
Total Deal "Protection" (Indemnity + Insurance)
6
7
8
9
10
Deal "Protection" as % of Purchase Price
Insurance Premium % of Limit Purchased
All-In Insurance Cost -% of Limit Purchased
Assumptions
Purchase Price
Assumed cost of capital
Indemnification Cap (as a % of purchase price)
R&W Limits (as a % of base case purchase price)
R&W All in cost (as a % of insurance purchased)
Base Case
No Insurance
$
1,000
$
$
(25)
R&W
Match Protection
$
1,000
(2)
$
$
(3)
$
975 $
$
100
$
$
$
- $
100 $
$
R&W
Increase Protection
$
1,000
$
(3)
(3)
$
996 $
994
10 $
100 $
110 $
10
200
210
10%
0.00%
0.00%
11%
1.95%
2.25%
21%
1.66%
1.92%
1,000 $
15%
10%
0%
0%
1,000 $
15%
1%
10%
2.25%
1,000
15%
1%
20%
1.92%
Comments and Assumptions
 Deal “protection“ available in the form of escrow, indemnity and R&W insurance
 Using R&W insurance improves buyer and seller execution by avoiding/reducing escrow and indemnity cap
 Buyer benefits by getting a lower purchase price and overall protection, i.e., R&W insurance can extend beyond deal terms; can obtain
enhanced coverage features like a 6-year policy; insure consequential damages and, possibly, diminution in value, etc.
 Buyer side policies also will not exclude seller fraud
15
Sample Illustration: Reps & Warranty Sell-side Deal Economics
Row #
Calculation
1 Assumed
2 7*10
3 PV calc @20%, 2 yrs
Total Price from Buyer (excl cost of insurance and value of escrow)
Cost of Insurance
Present Value of Escrow
Base Case
No Insurance
1,000
$
$
(21)
$
($ in million)
R&W
Match Protection
1,000
$
(6)
$
(3)
$
R&W
Increase Protection
$
1,000
(7)
$
(3)
$
4
1+2+3
Total Realized Value (incl cost of insurance and time value of escrow)
$
979 $
991 $
990
5
6
7
8
Assumed
Assumed
Assumed
5+6+7
Escrow (duration 2 years)
Indemnity Cap (duration 2 years)
R&W Insurance - Limit (duration up to 6 years)
Total Deal "Protection"
$
$
$
$
70 $
80 $
- $
150 $
10 $
- $
140 $
150 $
10
180
190
9
10
11
8/3
Assumed
2/4
Deal "Protection" as % of Purchase Price
Insurance Cost -% of Limit Purchased
Insurance Cost -% of Purchase Price Realized (bps)
Assumptions
Price ($ millions)
Assumed cost of capital
Escrow % (as a % of purchase price)
Indemnity Cap (as a % of purchase price)
R&W Limits (as a % of base case purchase price)
R&W Pricing (as a % of insurance purchased)
$
15%
0.00%
-
15%
3.95%
56bps
19%
3.75%
68bps
1,000 $
20%
7%
8%
0%
0%
1,000 $
20%
1%
0%
14%
3.95%
1,000
20%
1%
0%
18%
3.75%
Comments/Assumptions
 Deal “protection“ available in the form of escrow, indemnity and/or R&W insurance
 Using R&W insurance improves seller execution by avoiding/reducing escrow and indemnity cap
 Cheaper insurance capital allows a positive arbitrage when compared to escrow
16
Engaging on the Buy-side Process
Client / advisor obtains
access to data room
Preliminary valuation /
first round bid
developed
Detailed valuation –
final offer
Pre-close
negotiation
Close
I-Bank/Financial Sponsor/Strategic Process
• Client/advisor reviews data
• Identify any material issues
• Make additional data room
requests as needed
• Review data, build initial valuation
model
• Hold 1-2 additional meetings with
the target to better understand
data
• Determine bid price sufficient to
enter next round
• Make “go/no-go” decision
• In later/final rounds, develop
more detailed financial model
• Develop view on intrinsic value
• Identify and value purchase
price adjustments based on
analysis and conversation with
the deal team lawyers,
accountants, other advisors, and
the client
• Develop base case bid along
with sensitivities/scenarios
• Develop bid strategy
• Dove tail purchase
agreement with bid
strategy
• Finalize bid
• Purchase price adjustments
• Assumed escrow
• Draft of purchase agreement
• Near final draft of the
purchase agreement
• Pricing of R&W coverage and
impact on escrow
• Assessment of purchase price
adjustments that can be
mitigated by TL insurance
• Input to the strategic decision
using TL insurance to shut
down the auction process
early
• Final pricing and policy
language ready to
execute upon close
• Diligence is
co-terminus with
buyer DD
• Close on
transaction
Information Aon Transaction Solutions (ATS) Team Needs
• Communicate detail around key
material issues at early stage to
influence strategy
• Original draft of seller SPA
Input ATS Can Provide
• Indicative pricing to handle
major gating issues
• Executed program
17
Engaging on the Sell-side Process
Develop sell strategy
Develop and distribute
investor memorandum
Run auction process
Pre-close
negotiation
Close
I-Bank/Financial Sponsor/Strategic Process
• Advisor holds discovery
session with client
• Develop high level sell
strategy/identify
potential buyers
• Identify any material
issues that could impact
valuation
• Solicit bids
• Structure purchase
agreement
– Define escrow
requirements
– Agree on reps and
warranties
– Understand liabilities
retained vs. sold
• Assess and choose
from final bids
• Finalize purchase
agreement
• Incorporate transaction
liability section into the
CIM
• Assumed purchase price
adjustments made by
bidders
• Assumed escrow
• Draft of purchase
agreement
• Near final draft of
the purchase
agreement
• If material issues exist,
and the clients would like
to proactively address
them, Aon can develop a
full program (pricing,
limits, etc.) that will go in
effect at execution
• Pricing of R&W coverage
and impact on escrow
• Assessment of purchase
price adjustments /
reductions that can be
mitigated by transferring
risk to TL insurers
• Final pricing and
policy language
ready to execute
upon close
• DD co-terminus
with buyer’s
process
• Develop CIM
• Send to targeted buyers
• Close on
transaction
Information Aon Transaction Solutions (ATS) Team Needs
• Communicate detail
around key material
issues at early stage to
influence strategy
Input ATS Can Provide
• Indicative pricing to
handle material issues
• Insurance in lieu of
indemnity cap/escrow
• Execute
program
18
References
David Schnabel (Tax) (MJS/GB)
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
Tel: 212-909-6336
Email: [email protected]
Christopher Lawler (GB)
Graham Partners, Inc.
3811 West Chester Pike
Building 2, Suite 200
Newton Square, PA 19073
Tel: 610-251-2896
Michael Weiner (MJS)
ARES Management LLC
1999 Avenue of the Stars
Suite 1900
Los Angeles, CA 90067
Tel: 310-201-4140
John Monsky (MJS/GB)
General Counsel
Oak Hill Capital Partners
717 Fifth Avenue, 12th Floor
New York, NY 10022
Tel: 212-326-1590
David Mace (MH/MJS)
GI Partners
2180 Sand Hill Road, Suite 210
Menlo Park, CA 94025
Tel: (650) 233-3604
Ariel Deckelbaum (MJS/MH)
Paul Weiss Rifkind Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019
Tel: 212-373-3546
Richard Bronstein (Tax) MJS/GB)
Paul, Weiss, Rifkind, Wharton & Garrison LLP
New York, NY 10019
Tel: 212-373-3744
Jordan Bleznick (Tax) (GB)
Tax Counsel
Icahn Associate Corporation
767 Fifth Avenue
New York, NY 10153
Tel: 212-702-4314
Markus P. Bolsinger (MH)
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022-4675
Tel: 212-446-4938
Trevor Norwitz (GB)
Wachtel, Lipton, Rosen & Katz
51 W. 52nd Street
New York, NY 10019
Tel: 212-403-1333
David Buss (MJS)
DLA Piper
New York, NY 10020-1104
Tel: 212-335-4870
Josh Harris MJS/DD)
Apollo Management
9 West 57th Street, 43rd Floor
New York, NY 10019
Tel: 212-515-3221
Chris Lanning (MJS)
General Atlantic
55 E. 52nd Street
New York, New York 10055
Tel: (212) 715-4000
Jeremy Liss (MH/MJS)
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, IL 60654
Tel: (312) 862-2286
James Head (MJS)
Co-Head, M&A
Morgan Stanley
1585 Broadway
New York, NY 10036
Tel: 212-761-4955
Aon Transaction Solutions Team
Name
Michael J. Schoenbach, CPA
North America,
Managing Director
Office
Office Phone #
Cell #
Email
NY
(212) 441-2337
(917) 370-2899
[email protected]
Michael has been responsible for the creation of new markets for difficult risks as well as the development of new and unique M&A insurance products,
i.e., Reps & Warranties, Tax Indemnity Insurance, and Loss Mitigation Insurance. Other duties include negotiation and placement of financial guarantees,
credit enhancement, professional liability and lender liability coverage. Michael has 30+ years of experience in financial services and insurance
brokerage including financial consulting, litigation support and creation of an underwriting model for a major underwriter of Professional Liability. He began
his career with Deloitte & Touche in Boston and New York and previously managed the finance department of a public company.
Gary Blitz, Esq.
Managing Director
NY
(212) 441-1106
(301) 704-4640
[email protected]
Gary is a leader in the tax and transactional insurance business and throughout his career has played an instrumental role in the development of the
insurance products and the growth of the field. Gary joined Aon after a twenty-year legal career at firms, including Mintz Levin and predecessors of DLA
Piper and Katten Muchin Rosenman. As leader of the Financial Risks Practice, Gary became a nationally recognized expert in the insurance of financial
and transactional risks, such as M&A insurance, insurance programs covering tax and regulatory risks, litigation buyouts, environmental insurance and
credit enhancements. Gary also was a founder of ML Insurance Strategies, the insurance brokerage affiliate of Mintz Levin, and Kingswood Group, a tax
credit insurance underwriter. Gary began his career as a tax lawyer and acted as legal counsel to U.S., London and international insurers, many of which
regularly underwrite financial risks. Today, he advises clients purchasing such insurance programs, and is often called upon to create unique solutions
where no “off the shelf” product exists.
Matthew Heinz, Esq.
Managing Director
NY
(212) 441-1602
(917) 582-7990
[email protected]
Matt joined the ATS team as the National Practice Leader for Reps & Warranties Insurance. He previously worked as a broker in Aon’s Private Equity and
Transaction Solutions Group (APETS), which served as a national resource in the private equity space for the broader Financial Services Group. APETS
provides services both with respect to management liability and transactional liability products, including General Partner Liability, Representations and
Warranty, Tax Liability, Contingent Liability, and Litigation Buyout insurance. Matt began his insurance brokerage career at Aon in 2010. Prior to joining
Aon, Matt managed and worked as an underwriter in the Mergers & Acquisitions Insurance Group at AIG. Matt began his professional career as a
corporate attorney with Proskauer Rose LLP in New York City, where he worked for over four years before entering the insurance field.
Name
Daniel Schoenberg, Esq.
Senior Vice President
Office
Office Phone #
Cell #
Email
NY
(212) 441-2033
(917) 361-3478
[email protected]
Dan Schoenberg joined Aon in June 2013. Dan was most recently a Director at Deutsche Bank and served as tax counsel for the bank. Prior to joining
Deutsche Bank, Dan was a senior tax associate at the international law firms Fulbright & Jaworski LLP (now Norton Rose Fulbright LLP) and Andrews
Kurth LLP. Dan has advised on U.S.-based and European-based acquisitions and divestitures with total values in excess of $15 billion. Representative
transactions include Deutsche Bank’s staged acquisition of Deutsche Postbank, a leading global industrial company’s sales of the assets and stock of its
U.S. and foreign subsidiaries and Code Section 355 spin-offs, and the shelved 2008 takeover of Bell Canada Enterprises (which would have been the
largest leveraged buyout in history). Dan also initiated, designed, negotiated and executed tax equity investor acquisitions of refined coal production
facilities generating potentially $500 million of tax credits for Deutsche Bank.
Allyson Coyne, Esq.,
Phil.
(215) 255-1715
(917) 733-3293
[email protected]
Allyson advises clients in the areas of Reps & Warranty Insurance, Tax Indemnities and other transaction related coverage,. Prior to joining the ATS team,
Allyson, an attorney, was part of Aon’s Private Equity & Transaction Solutions practice. Allyson is also involved in matters concerning financial product
lines for a wide variety of clients, including financial institutions, biotech and Fortune 500 companies.
Joshua Halpern, Esq.
NY
(212) 441-2289
(516) 647-5780
[email protected]
Prior to joining Aon’s Transaction Solutions team in January 2014, Josh most recently was a senior associate at Willkie Farr & Gallagher LLP, where he
specialized in public and private mergers and acquisitions, private equity investments, securities offerings and other corporate transactions, as well as
securities disclosure and corporate governance matters. Prior to that, Josh was an associate at the international law firms Dewey & LeBoeuf LLP and
LeBoeuf Lamb Greene & MacRae LLP, where he focused principally on corporate insurance and reinsurance transactions. Josh has advised U.S. and
global clients spanning a wide range of industries, including insurance, reinsurance, private equity, technology, pharmaceuticals, manufacturing, media
and technology.
Name
Jill Kerxton, Esq.
Office
Office Phone #
Cell #
Email
MD
(202) 570-3222
(301) 785-9239
[email protected]
Jill joined the ATS team as a Senior Vice President. Jill has worked in the tax and transactional insurance business throughout her career. Prior to joining
Aon, Jill enjoyed a twenty-year legal career where she was a partner at firms, including Mintz Levin and predecessors of DLA Piper and Katten Muchin
Rosenman. As co-leader of the Financial Risks Practice, Jill became a nationally recognized expert in the insurance of financial and transactional risks,
such as M&A insurance, insurance programs covering tax and regulatory risks, litigation buyouts, environmental insurance and credit enhancements
and played an instrumental role in the development of Tax insurance, R&W Insurance and other transactional insurance products. Jill began her career as
a tax lawyer and acted as legal counsel to U.S., London and international insurers, many of which regularly underwrite financial risks. Today, she advises
clients purchasing such insurance programs.
Gaurav Sud, Esq.,
SF
(415) 486-6938
(917) 287-7800
Prior to joining Aon's Transaction Solutions team in June 2014, Gaurav was an associate most recently at Fenwick & West LLP in Silicon Valley (from
2011 to 2014) and previously at Shearman & Sterling LLP in New York (from 2007 to 2011), specializing in public and private mergers and acquisitions,
private equity and venture capital investment transactions and other strategic corporate transactions, as well as fund formation and corporate governance
matters for private equity sponsors and U.S. and global strategic clients spanning a wide range of industries. Prior to attending law school, Gaurav was
an M&A paralegal at Wachtel, Lipton, Rosen & Katz in New York.
Thomas Bonfiglio
Vice President
NY
(212) 441-1326
(917) 517-1420
[email protected]
Tom joined the Transaction Solutions team in January 2013 as a Vice President. Prior to joining the group, since 2007, Tom worked as a Project
Manager in Aon’s M&A Solutions team conducting property and casualty due diligence for private equity, hedge fund and corporate clients. As a Project
Manager, Tom managed due diligence on over 100 transactions, preparing written qualitative and quantitative reports pinpointing areas of risk to
maximize cash flow and operating efficiencies. As part of the Transaction Solutions team, Tom helps facilitate placement of transactional insurance
products such as Representations & Warranties, Tax Opinion/Tax Credit and Litigation Buyout policies.
Name
Elliot Konopko
Senior Managing Director
Office
Office Phone #
Cell #
Email
NY
(212) 441-1164
(917) 602-1816
[email protected]
Elliot is responsible for the development and implementation of new financial products serving insurance and other markets. Elliot joined Aon after a 15year career as a hedge fund manager, including most recently as a Managing Principal based in London of Halcyon Asset Management (UK) LLP, the UK
affiliate of a $13 billion multi-strategy investment firm specializing in equity, fixed income and special situation investments in public and private markets.
Prior to joining Halcyon, Elliot founded Taliesin Capital Management LLC, an investment management firm focused on public and private equity, fixed
income, and special situation investments primarily in North America and Europe. Earlier in his career, Elliot was an attorney at Fried Frank, specializing
in mergers and acquisitions on behalf of strategic and private equity buyers and sellers, restructurings, financings and capital markets transactions Elliot
started his career at Chase Manhattan Bank where, following his completion of Chase’s Credit Training Program, he worked as a credit analyst and then
a corporate loan officer in New York and Mexico City for three years.
Exhibit
24

Structuring Life Sciences Deals: Supplemental Materials

Transcription

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