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Keith A. Pagnani

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

Recognized as a “Dealmaker of the Year” by The American Lawyer for his role advising Alcon, Inc.’s independent directors committee in Alcon’s acquisition by Novartis AG, Keith Pagnani is actively involved in Sullivan & Cromwell’s corporate practice and has broad experience representing buyers, sellers, special committees of independent directors and financial advisers on a wide range of domestic and international merger and acquisition transactions.

Mr. Pagnani also is actively involved in the Firm’s management and administration, including as co-head of the Firm’s Healthcare and Life Sciences Group and as a member of the Firm’s Managing Partners Committee, Billing Policy Committee, and Diversity Committee.

Selected Transactions

Transactions in which Mr. Pagnani has been involved include representations of:

  • the Heyman family in its $3.2 billion sale of International Specialty Products (ISP) to Ashland
  • Valeant Pharmaceuticals in its aborted $5.7 billion unsolicited bid for Cephalon
  • Alcon in the $40 billion sale of Nestlé’s Alcon stake to Novartis AG and Alcon’s independent directors committee in Novartis’s $12.9 billion acquisition of the remaining publicly-­held minority interest in Alcon 
  • IMS Health in its $5 billion acquisition by investment funds managed by TPG Capital and Canada Pension Plan Investment Board – the largest leveraged buyout of 2009
  • H&R Block in the sale of its financial advisory business to Ameriprise Financial
  • the Special Transaction Committee of UST’s Board of Directors in connection with UST’s sale to Altria Group
  • UnitedHealth Group, parent of UnitedHealthcare, in its acquisition of Sierra Health Services and prior acquisitions of Arnett HealthSystem and John Deere Healthcare
  • UnitedHealth Group in its acquisition of XLHealth Corp.
  • Oxford Health Plans in its sale to UnitedHealth Group
  • the Special Committee in the sale of Vertrue to One Equity Partners along with members of management
  • Rabobank in its acquisition of Mid-State Bancshares
  • the Board of Directors of Andrx in its sale to Watson Pharmaceuticals
  • IMS Health in its aborted merger with VNU, N.V. and its sale of Erisco to The TriZetto Group, and the subsequent sale of its TriZetto interest
  • CA Inc. (f/k/a Computer Associates) in its acquisitions of Niku Corporation, Concord Communications and Netegrity
  • Pharmacia in its merger with Pfizer
  • ING in the sale of its U.S. investment banking business to ABN Amro
  • Goldman, Sachs & Co. in its acquisitions of Spear, Leeds & Kellogg, LLC and Benjamin Jacobson LLC
  • the Special Committee of NCH’s Board of Directors in connection with NCH’s going-private transaction
  • SBC Communications, Inc. in its acquisitions of Ameritech and Prodigy Communications Corporation
  • Provident Companies in its merger with UNUM, Inc.
  • Vivendi S.A. in its acquisition of Superior Services, Inc.
  • Western Resources in its unsolicited exchange offer for ADT Limited
  • Praxair in its successful takeover of CBI industries
  • Eastman Kodak in the sale of more than $3 billion of assets
  • the combination of Covia Partnership and Galileo Company Ltd. to form the world’s largest computer reservations system

In transactions where the Firm has represented financial advisers, Mr. Pagnani has been involved in:

  • EKR Therapeutics in its pending acquisition by Cornerstone Therapeutics
  • the independent financial adviser to the special committee of the board of directors of American Dental Partners, Inc. (ADPI) in its acquisition by funds affiliated with JLL Partners for approximately $400 million
  • ZOLL Medical Corporation in its $2.21 billion acquisition by Asahi Kasei Corporation
  • Medica HealthCare Plans in its pending acquisition by United HealthCare Services
  • Hertz Global Holdings in its proposed bid for Dollar Thrifty Automotive Group
  • Citadel Broadcasting Corporation in its acquisition by Cumulus Media
  • America Service Group in its merger with Valitás Health Services 
  • Abraxis BioScience in its sale to Celgene
  • SAP’s acquisition of Sybase
  • the Special Committee of Sauer-Danfoss in its sale to Danfoss
  • Fresenius in its acquisition of APP Pharmaceuticals
  • PeopleSoft’s defense against and ultimate sale to Oracle
  • Dana’s defense against ArvinMeritor’s hostile offer
  • Boise Cascade’s acquisition of OfficeMax
  • Taubman Centers’ defense against Simon Property Group’s hostile offer
  • Hewlett-Packard’s merger with Compaq
  • TRW’s merger with Northrop Grumman
  • Sanmina’s merger with SCI Systems
  • General Motors’ spin-off of Hughes Defense business
  • Monsanto’s acquisition of DeKalb Industries
  • General Signal’s sale to SPX
  • the sale of International Family Entertainment to Fox
  • the merger of Provident Companies with the Paul Revere Corporation
  • Teledyne’s merger with Allegheny Ludlum
  • Wallace Computer Services’ successful defense against a takeover bid by the Moore Corporation

Mr. Pagnani frequently speaks on M&A and corporate matters, including as a member of the Practising Law Institute. In May 2012, he was a panelist for “Leveraging Board Relationships and Expertise to Drive M&A,” at the Corporate Development Leadership Forum. At the AdvaMed MedTech Conference, he has moderated panels on CEO Unplugged Series: “Preparing and Executing an M&A Event” (October 2010) and “Business Development, Strategic Alliance & M&A” (September 2011, click here to view the full panel). He was a panelist for “What’s on the Healthcare Dealmaking Landscape for 2009 and Beyond?” at The Deal’s Healthcare Dealmaking Symposium 2009, and on “Negotiated Transactions and Deal Issues” at the Florida Bar Business Law Section and West’s 27th Annual Federal Securities Institute in February 2009.

Recognitions

  • The American Lawyer “Dealmaker of the Year” 2011
  • The Am Law Daily “Dealmaker of the Week” (December 17, 2010)
  • Recipient of the Atlas Award as the “Global M&A Lawyer of the Year” in 2011
  • Super Lawyers Corporate Counsel Edition – recognized for M&A (2009)
  • New York Super Lawyers – recognized for M&A (since 2006) and Healthcare (since 2009) 
  • The Lawdragon 500: Leading Lawyers in America (2011)  
  • The Lawdragon 500: Leading Dealmakers in America – recognized for M&A (2007)
  • The Lawdragon 500: New Stars, New Worlds – recognized for M&A, Banking & Finance, Private Equity and Intellectual Property (2006)
  • The Lawdragon 3000: Leading Lawyers in America (2009-2010)

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EDITORIAL REVIEW

This savvy dealmaker represented the independent directors committee of Alcon in the company’s purchase by Novartis AG and handled UnitedHealth Group’s acquisition of XLHealth.

—2011 Lawdragon 500 Leading Lawyers in America

Pagnani proved a prudent choice for Andrx, Computer Associates, Rabobank and UnitedHealth Group.

— Lawdragon, July 2007

He helped UnitedHealth Group acquire John Deere Healthcare and Andrx plan its sale to Watson Pharmaceuticals.





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