Jeffrey L. Rothschild

Partner

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Practices
Industries
International
Education
  • Georgetown University Law Center, JD
  • Georgetown University, MBA
  • Georgetown University, BA, cum laude
Admissions
  • New York
Affiliations
Director, Jewish Home LifeCare, 2004-present

Jeff's practice focuses on mergers and acquisitions and financial advisory work. He has advised clients regarding mergers and acquisitions, dispositions and general corporate issues, such as fiduciary duties analysis, disclosure philosophy and compliance with federal securities law. With experience representing both public and private clients, Jeff has handled transactions involving a range of industries, including health care, telecommunications, retail services, financial services and energy.

While at his prior law firm, Jeff led the financial advisory practice which was frequently ranked in the top 15 by Corporate Control Alert in terms of number of mergers and acquisitions transactions announced. Clients included the bulge bracket, the top middle market firms, as well as the premier boutique investment banks in rendering fairness, solvency and valuation opinions.

In addition to his law career, Jeff has worked as an investment banker at J.P. Morgan Chase & Co. He has also written a number of articles appearing in The Deal, Euromoney and other publications. In addition, Jeff frequently speaks on financial advisory matters in venues such as the Practicing Law Institute and American Bar Association meetings. In law school, Jeff was associate editor of the American Criminal Law Review

In the News

Jeffrey Rothschild
vCard
T: +1 212 548 7086F: +1 212 715 62911345 Avenue of the Americas
7th Floor
New York, NY 10105-0106
Selected special committee representations include the following:

The special committee of board of directors of Penske Automotive Group, Inc. in its $239 million acquisition from subsidiaries of GE Capital Global Holdings, LLC of a 5.5% ownership interest in Penske Truck Leasing Co., L.P.

Representation of the Special Committee of the Board of Directors of Constellation Healthcare Technologies in its sale for approximately $309 million to CC Capital.

The special committee of the board of directors of Apple REIT Ten, Inc. in its $1.3 billion sale to Apple Hospitality REIT, Inc.

The special committee of the board of directors of Penske Automotive Group, Inc. in its $499 million acquisition from subsidiaries of GE Capital Global Holdings, LLC of a 14.4% ownership interest in Penske Truck Leasing Co., L.P.

The Conflicts Committee of the general partner of Spectra Energy Partners in connection with its $1.5 billion sale of two natural gas liquids pipelines to Spectra Energy Corp.

One of the Trustees of a charitable trust that is the largest shareholder of Cargill in Cargill's publicly announced $25 billion transaction that would result in the distribution of Cargill's 64% ownership stake in The Mosaic Company to Cargill's shareholders and debt holders.

The Special Committee of the Board of Directors of WPCS as it evaluated strategic alternatives that culminated in a litigated asset sale.

The Special Committee of the board of directors of Mainline Management in responding to an unsolicited bid of approximately $188 million by ArcLight and Kelso for the minority public equity interests that they did not already own.

Selected M&A representations include the following:

Representation of Clondalkin, an international producer of packaging products and a portfolio company of Egeria (a European private equity fund), in the sale of Vaassen, Inc. to ProAmpac, a leading global flexible packaging company, and a portfolio company of Pritzker Group Private Capital.

Badger Sportswear in its sale to CCMP.

ExlService Holdings in its purchase of RPM Direct and RPM Data Solutions for approximately $74 million.

Tesoro Logistics LP in its $2.5 billion acquisition of QEP Resources Inc.

Teledyne Technologies Incorporated in its $171 million merger with Bolt Technology Corporation.

KPMG LLP in the sale of its Acumen Technology Group to The Variable Annuity Life Insurance Company, a subsidiary of American International Group.

Professional Diversity Network Inc. in its acquisition of the National Association of Professional Women Inc.

Angelo Gordon in connection with its acquisition of certain securities from Taylor, Bean & Whitaker Mortgage in a 363 proceeding.

The Jean Coutu Group (PJC) in its $2.375 billion acquisition of over 1,500 drugstores comprising Eckerd's Northern and Mid-Atlantic drugstore business from J. C. Penney Company.

Gibraltar Industries in its purchase of The Expanded Metal Company and Sorst Streckmetall GmbH from Clifton House Acquisition Limited, a UK-based private equity firm, for 22 million pounds sterling.

WCI Steel, an integrated producer of value-added, custom steel products with a focus on custom flat-rolled steel products, in connection with its $380 million litigated sale to OAO SeverStal.

Aixtron Aktiengesellschaft in its $143 million stock-for-stock cross-border merger with Genus.

Selected Financial Advisory representations include the following:

A bulge bracket investment bank as financial advisor to:

  • Iberdrola in its $8.4 billion acquisition of Energy East;
  • DRAXIS in its $255 million sale to Jubilant Organosys;
  • RehabCare in its $101 million acquisition of Symphony Health, a subsidiary of Leucadia;
  • Centex in the $400 million sale of Centex to Balfour Beatty;
  • KB Home in its $811 million sale of Kaufman & Broad to PAI;
  • Cree in its $668 million acquisition of Ruud Lighting;
  • Eldorado in its $2.5 billion acquisition of European Goldfields;
  • Cardinal Health in its $2.1 billion acquisition of AssuraMed; and
  • Alaska Airlines in its $2.6 billion acquisition of Virgin American.

Barclays as financial advisor to Force Protection in its $360 million litigated sale to a leading aerospace and defense company.

Benchmark Capital as financial advisor to RR Media in its $242 million sale to SES S.A.

Berenson as financial advisor to EnergySouth in its $510 million sale to Sempra.

BMO Capital Markets Corp. as financial advisor to:

  • Global Power Equipment Group in its $43.25 million sale of Braden to Innova Global Ltd.
  • Primo Water in its $263 million acquisition of Glacier Water Services.
  • Providence and Worcester Railroad in its $126 million sale to Genesee & Wyoming Inc.
  • Questar Assessment Inc. in its $127.5 million sale to Educational Testing Service.
  • Paysafe in its $470 million acquisition of Merchants’ Choice Payment Solutions.

Capstone/Berkeley Research Group as financial advisor to:

  • The Standard Register Company in its $218 million acquisition of WorkflowOne;
  • CCA Industries, Inc. in a financing;
  • Entertainment Gaming Asia Inc. in a rights offering;
  • ION in a debt exchange; and
  • in solvency engagements.

Cassel-Salpeter as financial advisor to HF2 Financial Management in its $175 million acquisition of ZAIS Group and in solvency engagements.

CBIZ in solvency engagements.

Citigroup as financial advisor to:

  • Accu-Met Laser and New England Precision Grinding in their sales to Riverside;
  • ProLogic in its sale to Ultra Electronics; and
  • TMI in its sale to MiTek.

Credit-Suisse as financial advisor to:

  • On Command in its $300 million sale to Liberty Media; and
  • SafeNet in its $450 million acquisition of Rainbow Technologies.

Deloitte Corporate Finance LLC as financial advisor in certain engagements

Duff & Phelps as financial advisor to:

  • Rotonics in its $40 million sale to Spell Capital;
  • McJunkin Red Man in a recapitalization;
  • Gibraltar Packaging in its $21 million sale to Rosmar;
  • CommScope in its $2.65 billion purchase of Andrew;
  • ZANTAZ in its $400 million sale to Autonomy;
  • Applied Digital in its $82 million merger with Digital Angel;
  • Source Interlink in its $1.3 billion purchase of the Primedia Enthusiast Division;
  • Primedia in its issuance of a $96 million dividend;
  • KCPC in its $1 billion purchase of Central Parking;
  • American Industrial in its $20 million purchase of E-ONE;
  • LSSi in its $70 million sale to Volt Delta;
  • Peabody Energy in its spin-off of Patriot Coal;
  • Trans Healthcare in its $48 million sale of assets to Omega Healthcare;
  • Time Warner in its spin-off of its cable business;
  • Seacor in its $410 million spin-off of Era Group;
  • NBTY, a portfolio company of The Carlyle Group, in a leveraged dividend recap;
  • First Data in its $29 billion sale to KKR;
  • Granite Construction in its acquisition of Wilder Construction;
  • Veramark in its sale to Varsity Inc.;
  • ABC Supply and American Builders & Contractors Supply in their transaction to redeem shares, repay certain indebtedness;
  • CiG Wireless in its $150 million sale to Vertical Bridge;
  • Aclara, a portfolio company of Sun Capital, in a leveraged dividend recap; and
  • in solvency engagements

Eureka Capital as financial advisor to Roofing & Insulation Supply in its acquisition of Beacon Roofing Supply.

Goldman Sachs as financial advisor to a leading tax firm in its aborted $1 billion sale of one of its divisions to Cerberus.

Houlihan Lokey as financial advisor to:

  • Trover Solutions in its $60 million acquisition by Thomas Weisel;
  • Stratagene in its $246 million sale to Agilent;
  • BioVeris in its $600 million sale to Roche;
  • a leading consulting firm in its $2.54 billion sale to Carlyle;
  • Platinum Equity in its $420 million acquisition of Covad;
  • Accredited Home Lenders in its $296 million litigated sale to Lone Star;
  • Cornerstone in its $70 million transaction with Chiesi;
  • Hexion in its $3.75 billion merger with Momentive;
  • Earthlink in its $370 million acquisition of One Communications;
  • SuperGen in its $140 million transaction with Astex;
  • STR in its $275 million sale of a division to Underwriters Laboratories;
  • Armstrong World Industries in its $1.05 billion recap and a $260 million stock repurchase;
  • GSI in its $82 million acquisition of NDS Surgical;
  • NeoGenomics in its $190 million acquisition of Clarient from GE Healthcare;
  • Freeport-McMoRan in its $1 billion sale of a 13% interest in its Morenci mine to Sumitomo Metal Mining;
  • Yates Petroleum in its $2.5 billion sale to EOG Resources; and
  • in solvency engagements.

KPMG Corporate Finance as financial advisor to:

  • Hurray! in a transaction with Shanda Interactive;
  • Wonder Auto Technology in its acquisition of Jinheng (BVI) from Jinheng Automotive;
  • Ku6 in a transaction with pipi.com; and
  • Luna Innovations in Luna’s sale of its medical shape sensing business to Intuitive Surgical.

Kroll as financial advisor having rendered a solvency opinion to a telecom company in its exchange of $115 million of preferred stock for loans and a $75 million dividend.

Lincoln International as financial advisor to:

  • CFC in its $94 million sale to Audax;
  • WL Plastics in its recap by Sequel Holdings and Crow Kaminski Capital;
  • WILink in its $50 million sale to Waterfall Acquisition;
  • Siegel-Robert in the sale of its automotive Division to Guardian Industries;
  • American Asphalt & Grading in the sale of its Mining Services division to ClearLight;
  • Haas TCM in its sale to The Jordan Company;
  • John Hardy in the sale of its jewelry business in a management-led buyout;
  • Cummins in its $125 million sale of its exhaust business to Global Tube;
  • Force Protection in its $360 million litigated sale to General Dynamics;
  • Arsenal Capital in its acquisition of Evonik’s global colorants business; and
  • General Donlee in its $110 million sale to Triumph Group.

Loop Capital in solvency engagements.

Morgan Joseph as financial advisor to:

  • Eagle Supply in its sale to Gulfside Supply;
  • American Property Investors in its $652 million acquisition of equity interests in 3 oil & gas companies and The Sands Hotel and Casino;
  • American Rice in its sale to SOS Cuetara USA;
  • Glenayre Electronics in its acquisition of the CD and DVD business of Entertainment Distribution Company;
  • Noble International in its $300 million acquisition of certain assets from ArcelorMittal;
  • Peerless Systems in the $37 million sale of substantially all of its intellectual property to Kyocera Mita;
  • Radiation Therapy Services in its $1.1 billion litigated sale to Vestar;
  • Bio-Imaging Research in its $21 million sale to Varian Medical Systems;
  • Michael Baker in its $39 million sale of Baker Energy to John Wood;
  • Michael Baker in its $59 million acquisition of The LPA Group;
  • Michael Baker in its $50 million acquisition of RBF Consulting; and
  • Weidlinger Associates in its merger with Thornton Tomasetti.

Morgan Stanley as financial advisor to:

  • Steel Dynamics in its $281 million acquisition of Roanoke Electric Steel;
  • CF Industries in its $4.7 billion litigated acquisition of Terra Industries;
  • CF Industries in connection with Agrium’s $4.6 billion bid for CF Industries; and
  • Pepco Holdings in its $6.8 billion sale to Exelon Corporation.

Navigant Capital Advisors as financial advisor to Radica Games Limited in its $232 million sale to Mattel.

Oberon Securities as financial advisor in certain engagements.

Olsen Palmer as the financial advisor to:

  • Clayton, HC in its $284 million sale of Clayton Bank & Trust and American City Bank to FirstBank, a wholly-owned subsidiary of FB Financial Corporation.
  • F&M Bank in its $85 million sale to F&M Bancorp.

Oppenheimer & Co. as financial advisor to VirtualScopics in its $16 million sale to BioTelemetry.

Peter J. Solomon & Company as financial advisor to Panavision in connection with:

  • an opinion regarding the fairness of the financial terms of a senior subordinated term loan agreement involving MacAndrews & Forbes, its parent;
  • an opinion regarding the fairness of the financial terms of an amended line of credit from MacAndrews & Forbes; and
  • a $300 million take private by MacAndrews & Forbes.

Raymond James as financial advisor to:

  • March Networks in its $90 million sale to Infinova;
  • iParty in its $35 million litigated sale to Party City;
  • EMCORE Corporation in its $150 million sale of its Space Photovoltaics business to Veritas Capital;
  • Coeur Mining in its $150 million acquisition of Paramount Gold and Silver; and
  • Frisch's Restaurants, Inc. in its $175 million sale to an affiliate of NRD Partners.

Robert W. Baird as financial advisor to:

  • Span-America Medical Systems, a mattress manufacturer, in its $80 million sale via cash tender offer to Savaria Corp., a publicly traded, Canada-based leading manufacturer in the accessibility industry.
  • a leading manufacturer of electric motors in its $400 million acquisition of certain operations of a major U.S. multi-national conglomerate corporation;
  • Merisel in its aborted sale to a private equity firm;
  • COMSYS IT in its $431 million sale to Manpower;
  • Ladish in its $778 million sale to Allegheny Technologies;
  • RC2 in its $640 million sale to Tomy;
  • Harsco in the $525 million sale of its infrastructure division to Clayton Dubilier & Rice; and
  • Material Sciences in its $230 million sale to an affiliate of Insight Equity.

Rothschild as financial advisor to:

  • OM Group in the $408 million sale of its Nickel business to Norilsk Nickel;
  • Israel Chemical in its $352 million acquisition of Supresta from Ripplewood;
  • CF in its $4.7 billion litigated acquisition of Terra;
  • CF in connection with Agrium’s $4.6 billion bid for CF;
  • Clarus in its $135 million acquisition of Black Diamond & Gregory Mountain;
  • PerkinElmer in its $600 million acquisition of Caliper Life Sciences;
  • Air Products in its $884 million acquisition of a 67% stake in Indura;
  • Elster in its $2.3 billion sale via cash tender offer to Melrose;
  • a large chemical company in its $62 acquisition via tender offer of Verenium;
  • CF Industries in its $1.4 billion sale of its phosphates business to The Mosaic Company; and
  • Sorin in its $2.7 billion strategic transaction with Cyberonics.

Stifel as financial advisor to Targacept in its $100 million strategic transaction with Catalyst Biosciences.

Stout Risius Ross as financial advisor to Leidos Holdings, Inc. in its $4.6 billion merger with the Information Systems & Global Solutions business of Lockheed Martin Corp.

William Blair as financial advisor to:

  • PracticeWorks in its $493 million sale to Kodak;
  • a consumer information and measurement company in its $100 million sale to Symphony;
  • VitalWorks in its $100 million sale to Cerner;
  • a music company in its $98 million acquisition of Music & Arts Center;
  • Merge in its $348 million acquisition of Cedara;
  • The Trizetto Group in its $146 million acquisition of Quality Care Solutions;
  • Netsmart in its acquisition of CMHC Systems;
  • LESCO in its $231 million sale to Deere;
  • Coleman Cable in its $161 million acquisition of Copperfield;
  • First Consulting in its $365 million sale to Computer Sciences;
  • the audit committee of Allscripts-Misys Healthcare Solutions in its $1.3 billion merger with Eclipsys and its transaction with Misys;
  • Treehouse Foods in its $180 million acquisition of ST Specialty;
  • ExamWorks in its $210 million acquisition of MES Group;
  • NovaMed in its $215 million sale to HIG;
  • China GrenTech in its $250 million litigated take private;
  • EasyLink in its $310 million sale to Open Text;
  • China TransInfo Technology in its $150 million litigated take private;
  • Winner Medical in its $100 million litigated take private; and
  • Met-Pro in its $210 million litigated sale to CECO Environmental.

Selected for inclusion in America's Leading Lawyers for Business, Corporate/M&A, New York, Chambers USA, 2016-2017

Author, "From Bad to Worse – Rural/Metro Financial Advisor Hit With $75.8 Million in Damages," October 17, 2014
Author, "Financial Advisory Update," December 11, 2013
Author, "Financial Advisor Conflicts Update," March 2, 2012
Co-author, "The Danger of Fiduciary Status For Valuation Forms," Law360, March 18, 2011
Co-author, "Tousa: Implications For Solvency Opinion Providers," Law360, December 7, 2009
Co-author, "By The Numbers," The Deal, March 31, 2009
Co-author, "Survey on Material Adverse Change Clauses," Legal & Tax Newsletter, 2009
Speaker, "Duties of Independent Committees of the Board of Directors," SEC Compliance and Disclosure Update, McGuireWoods LLP SEC Practice Complimentary Webinar Series, October 24, 2017
Speaker, "Recent Delaware Cases on the Importance of Board Oversight of the M&A Process," SEC Compliance and Disclosure Update, McGuireWoods LLP SEC Practice Complimentary Webinar Series, January 2016
Speaker, "Dole – Personal Liability for Corporate Officers in a Going Private Transaction," SEC Compliance and Disclosure Update, McGuireWoods LLP SEC Practice Complimentary Webinar Series, October 2015
Speaker, "'Knowing Participation' in Recent Delaware Cases," SEC Compliance and Disclosure Update, McGuireWoods LLP SEC Practice Complimentary Webinar Series, January 2015
Panelist, Delaware Corporate Law Update with Former Chief Justice Myron Steele, McGuireWoods Complimentary Presentation, January 2015
Speaker, "In re: Rural/Metro Corporation Shareholders Litigation," SEC Compliance and Disclosure Update, McGuireWoods LLP SEC Practice Complimentary Webinar Series, October 2014
Co-Presenter, "Valuation Application and Methodologies," Pocket MBA Fall 2014: Finance for Lawyers, Practicing Law Institute, October 2014
Presenter, "Valuation Application and Methodologies," Pocket MBA Fall 2013: Finance for Lawyers, Practicing Law Institute, October 2013
Co-Presenter, "Valuation Application and Methodologies," Pocket MBA Fall 2012: Finance for Lawyers, Practicing Law Institute, October 2012