c229 Stephen M. Kotran
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Stephen M. Kotran

Lawdragon 500

Sullivan & Cromwell LLP

125 Broad Street
New York, NY 10004
212-558-4000 (firm)
212-558-3588 (firm fax)
http://www.sullcrom.com

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PROFILE

SullCrom

Stephen M. Kotran
Partner
New York

Phone +1-212-558-4000
Fax +1-212-558-3588

Steve Kotran represents buyers, sellers, special committees of independent directors and financial advisers in connection with mergers and acquisitions transactions, 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 been consistently recognized as a leading M&A, private equity and insurance transactional lawyer by Chambers USA, US Legal 500, The Best Lawyers in America, New York Super Lawyers, Lawdragon andIFLR. Mr. Kotran is a frequent speaker on mergers and acquisitions and private equity matters for the Practising Law Institute, the New York City Bar Association, Penn State’s Annual Institute on Corporate, Securities and Related Aspects of Mergers and Acquisitions, the University of Texas Law School’s Annual Mergers and Acquisitions Institute and various other professional organizations and conferences. He is a member of the American Bar Association Business Law Section’s Mergers & Acquisitions Committee (and Co-Chair of its Financial Advisor Task Force) and Committee on Federal Regulation of Securities.

Selected Clients and Transactions

  • Acosta, Inc. in its acquisition by AEA Investors and the management of Acosta, Inc. in its acquisition by TH Lee 
  • American Express Company in its acquisitions and subsequent dispositions of the credit card portfolios of Bank of Hawaii and ShopRite 
  • American International Group, Inc. in its divestitures of Alico, Transatlantic Re and Hartford Steam Boiler, its acquisitions of 21st Century Industries, Hartford Steam Boiler and Williams Gas Pipelines Central Inc., its strategic alliance with Blackstone Group Holdings, L.P. and its formation of SELIC Holdings, Ltd. and IPC Holdings, Ltd. 
  • Anthem, Inc. in its acquisitions of WellPoint Health Networks Inc. and Trigon Healthcare, Inc. 
  • AT&T Capital Corp. in its acquisition by affiliates of The Nomura Securities Co., Ltd. 
  • 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 Limited in its acquisition of the assets of RVCA Corporation 
  • The special committee of BWAY Corporation in its acquisition by affiliates of Madison Dearborn 
  • Cablevision Systems Corporation in its acquisition of the assets of The Wiz, Inc. 
  • Cadillac Fairview Corporation in its acquisition by Ontario Teachers’ Pension Plan Board 
  • The special committee of CastlePoint Holdings, Ltd. in its acquisition by Tower Group, Inc. 
  • Central Jersey Bancorp in its acquisition by National Westminster Bank plc 
  • Constellation Bancorporation in its acquisition by CoreStates Financial Corp. 
  • Cytec Inc. in its acquisition of the chemicals business of UCB S.A. and its divestiture of UCB’s melamine resins business 
  • Dresdner Bank AG in its acquisition of RCM Capital Management, L.P., 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 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., 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 Company 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 
  • Folksamerica in its acquisition of Sierra Insurance Group 
  • Ford in the sale of Ford Life Insurance Company to SunAmerica Inc. 
  • Goldman, Sachs & Co. in its acquisition of the variable annuity, variable life insurance and life insurance businesses of The Hanover Insurance Group, Inc., 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, Inc. 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, Inc. and Koret, Inc. and the acquisition by Marcus Cable Partners, L.P. of cable television systems from Sammons Communications, Crown Media, Inc. and Star Cablevision Group 
  • Goldman, Sachs & Co., Wachovia Securities, Lehman Brothers, Barclays Capital, Evercore, Tudor Pickering & Holt, Moelis & Co., Houlihan Lokey and other investment banks in their capacity as financial advisor to seller or buyer in connection with more than 350 transactions 
  • H&R Block, Inc. in its sale of CompuServe to WorldCom 
  • ING Groep N.V. in its acquisitions of ReliaStar Financial Corp. and Equitable of Iowa Companies 
  • IPL Energy Inc. in its acquisition of Portal Pipe Line Company 
  • Ipsen S.A. in its acquisitions of the assets of Octagen Corporation and the Apokyn and U.S. marketing businesses of Vernalis plc and in its investment in Inspiration Biopharmaceuticals 
  • Koninklijke Philips Electronics N.V. in its sales of PolyGram N.V. and Beltone Electronics Corporation, its acquisitions of Optiva Corporation, the MICRUS semiconductor manufacturing division of IBM and MedQuist Inc. and its formation of a joint venture between Philips Medical Capital and De Lage Landen International 
  • Matrixx Initiatives in its sale to H.I.G. Capital 
  • Mayne Nickless Limited in its acquisition of F.H. Faulding & Co. Limited 
  • 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 LLC in its acquisition by CCMP Capital Advisors, LLC from Avenue Capital Group
  • The Northland Company in its sale to Associates First Capital 
  • Phillips International Inc. in the sale of its health newsletters and vitamin supplements business to ACI Capital Co., Inc. 
  • Prudential Financial, Inc. in its acquisitions of The Allstate Corporation’s variable annuity business, CIGNA Corporation’s retirement investment services business and Skandia Insurance Company Ltd.’s U.S. variable annuity and mutual funds business, and its sales of Prudential-Bache Commodities to Jefferies, Inc. and Dryden Wealth Management to Fortis 
  • Royal Bank of Canada in its acquisitions of Business Men’s Assurance Company of America from Assicurazioni Generali S.p.A. and Jones & Babson Inc. 
  • SBC Communications Inc. in its acquisition of Pacific Telesis Group 
  • Schroders plc in the sale of its worldwide investment banking business to Citigroup Inc. 
  • The St. Paul Companies in connection with the sale of its nonstandard auto insurance business to Prudential Financial, Inc. 
  • The special committee of Swift Transportation, Inc. in connection with its sale to the Moyes family 
  • Toa Fire and Marine Re in its purchase of M&G Re from Swiss Reinsurance Company 
  • Union Carbide in its acquisition by The Dow Chemical Company 
  • Ventritex, Inc. in its sale to St. Jude Medical, Inc. 
  • Vodafone Group in its acquisition of AirTouch Communications, Inc. 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 LLC in the acquisition of Williams Energy Partners by an entity formed jointly by Madison Dearborn Partners, LLC and Carlyle/Riverstone Global Energy and Power Fund II, L.P. 
  • Wells Fargo & Company in its acquisition of the North American reserved-based and related diversified energy lending business of BNP Paribas
  • Wells Fargo Securities LLC in connection with its acquisition of Citadel Securities LLC’s investment banking business 
  • Western National Corporation in its acquisition by American General Corporation 
  • Western Resources, Inc. in its acquisitions of Protection One, Inc., Network Multi-Family Services, Inc., Westinghouse Security Systems, Lifeline Systems Inc. and Paradigm Direct LLC 
  • Consortium formed by Whitehall Street Real Estate L.P. in its acquisition of Rockefeller Center Properties, Inc. 
  • Yue-Sai Kan Cosmetics, Ltd. (USA) L.P. in its joint venture with Joh A. Benckiser GmbH 

Awards and Recognitions

M&A

  • Chambers USA: America’s Leading Lawyers for Business (2005, 2006, 2007, 2008, 2009, 2010, 2011, 2012) 
  • The Best Lawyers in America (2008, 2009, 2010, 2011, 2012) 
  • New York Super Lawyers (2006, 2007, 2008, 2009, 2010, 2011) 
  • Lawdragon 3000: Leading Lawyers in America (2009-2010) 
  • The Lawdragon 500: Leading Lawyers in America (finalist 2007) 
  • The Lawdragon 500: Leading Dealmakers in America (2007) 
  • The Lawdragon 500: New Stars, New Worlds (2006) 
  • IFLR1000 (2011) 
  • IFLR Mergers & Acquisitions Yearbook 2005

Insurance

  • Chambers USA: America’s Leading Lawyers for Business (2007, 2008, 2009, 2010, 2011, 2012) 
  • US Legal 500 (2011)

Private Equity

  • The Best Lawyers in America (2008, 2009, 2010, 2011, 2012)

Professional Activities and Community Involvement

  • American Bar Association (Business Law Section)
    • Mergers & Acquisitions Committee
      • Financial Advisors Task Force (Co-Chair)
    • Committee on Federal Regulation of Securities
  • New York City Bar Association 
    • Mergers & Acquisitions Committee (past member)
  • Advisory Board, Practical Law Company 
  • Treasurer and Chairman of Finance Committee, Sanctuary for Families (the largest nonprofit in New York State dedicated exclusively to serving victims of domestic violence and their children)

Practices

Education

Bar Admissions

Clerkships

  • The Honorable Edward R. Becker, United States Court of Appeals Third Circuit, 1990 - 1991

See Library Tab for articles, publications and presentations
by Stephen Kotran

Q&A


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EDITORIAL REVIEW

Kotran guided American Express in buying Bank of Hawaii and ShopRite's credit card portfolios, as well as AIG's acquisitions of Hartford Steam Boiler and Williams Gas Pipelines Central.
— Lawdragon, July 2007


The M&A veteran has come through for AmEx, Bank of New York and Eastman Kodak.



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