Jeff is a partner in the firm’s New York office, specializing in mergers and acquisitions, corporate finance, and securities matters.
Jeff’s practice focuses on representing public and private acquirors and target companies in domestic and cross–border leveraged and strategic acquisitions, financings, and other investments. Jeff also has significant experience advising clients in connection with contested transactions, securities law and exchange rule compliance, and corporate governance matters.
In addition to financial institutions, Jeff counsels clients in a range of industries, with particular expertise in the technology, healthcare/life sciences, energy, real estate, and consumer product sectors.
Jeff is also the author of several publications, including:
Selected representations by Jeff appear below. To view a more complete list see Experience.
Renesas/IDTIRenesas Electronics in its $6.7 billion acquisition of Integrated Device Technology, Inc.
FUJIFILM/XeroxFUJIFILM in its $6.1 billion agreement to acquire a controlling interest in Xerox.
Bi-Lo Noteholders/SEGAd hoc committee in the acquisition of control of the reorganized debtor Southeastern Grocers, Inc.
Real Alloy/Asset SaleReal Alloy in its bankruptcy code section 363 asset sale.
Daiwa/Acquisition of Sagent and Signal HillDaiwa Securities in its acquisition of Sagent Advisors and Signal Hill Holdings LLC.
Sungevity/Asset SaleSungevity, Inc. in bankruptcy code section 363 asset sale to LSHC Solar Holdings, LLC.
GSO/Acquisition FinancingGSO Capital in providing the financing for the simultaneous acquisitions by Somad Holdings Pty of Apache Industrial Services and Skyway Canada.
Renesas/IntersilRenesas Electronics in its $3.2 billion acquisition of Intersil.
Ducera/Monsanto-BayerDucera as financial advisor to Monsanto in its $66 billion sale to Bayer.
GTA/dnataGTA Partners in its sale to dnata Aviation Services of a 50% interest in its cargo and ground handling business at Toronto Pearson Airport.
SB Capital/Fund FormationSB Capital in the establishment of Scargo Hill Investors, a new investment fund with Arena Investors, and its manager Scargo Hill Capital, a joint venture with 360 Merchant Solutions.
Bankruptcy of Maxus Energy CorporationMaxus Energy Corporation as debtor in its chapter 11 case.
Bankruptcy of Republic AirwaysUnsecured Creditors Committee in the bankruptcy of Republic Airways.
Bankruptcy of Peabody EnergyUnsecured Creditors Committee in the bankruptcy of Peabody Energy.
Bankruptcy of Walter EnergyUnsecured Creditors Committee in the bankruptcy of Walter Energy.
GLP Pte. Ltd./Industrial Income TrustGLP Pte. Ltd. in its $4.5 billion acquisition of Industrial Income Trust and related reorganization, financing and equity syndication.
FUJIFILM/Cellular Dynamics InternationalFUJIFILM in its acquisition of Cellular Dynamics International via tender offer.
Minority Stockholders of United International Bank/Preferred BankThe minority stockholders of United International Bank in connection with the bank’s sale to Preferred Bank.
Saba Software/Vector CapitalSaba Software in its acquisition by Vector Capital.
Bankruptcy of Energy Future HoldingsUnsecured Creditors Committee in the bankruptcy of Energy Future Holdings.
Bankruptcy of Patriot CoalUnsecured Creditors Committee in the bankruptcy of Patriot Coal.
IC Power/Energy Generation and Distribution AssetsIC Power in its acquisitions of various energy generation and distribution assets throughout Latin America.
Square Enix/Establishment of Shinra TechnologiesSquare Enix in connection with its establishment of Shinra Technologies.
Blackstone/Regulatory Capital & Deconsolidation TransactionBlackstone as preferred equity holder and first loss protection provider on up to $1.5 billion of crude oil and refined products under a supply and offtake agreement and related flash-title secured prepay transactions.
Kajima Corporation/Brookfield Property PartnersKajima Corporation in its $1.1 billion sale of Industrial Developments International to Brookfield Property Partners.
SoftBank/Alibaba and YahooSoftbank in its negotiations with Alibaba and Yahoo relating to the disposition of Yahoo’s interests in Alibaba and Yahoo Japan.
Financial Advisor/Google RecapitalizationThe financial advisor to the special committee of Google in connection with the company’s dividend recapitalization to create a third class of (publicly-traded, non-voting) common stock.
BMO/CNOOC-NexenBMO as financial advisor to CNOOC in its $15.1 billion acquisition of NYSE- and TSE-listed Nexen Inc.
Technicolor/Digital DomainTechnicolor in its bid for the assets of Digital Domain in the latter’s bankruptcy code section 363 asset sale.
Intel/Multiple TransactionsIntel in its acquisitions of Fulcrum Microsystems, Switch++ and ConnectSoft.
Frazer-Nash Research/Lithium Technology CorporationFrazer-Nash Research in its investments in Lithium Technology Corporation, consisting of a credit facility and a series of stock, note and warrant purchases, and in FNR’s joint venture with LTC.
Coca-Cola Enterprises/Transformative TransactionsCoca-Cola Enterprises in its $12.3 billion business separation and split-off, the acquisition of CCE’s North American bottling operations by The Coca-Cola Company and the $822 million acquisition by CCE of TCCC’s Scandinavian bottling operations.
Validus Re/IPC HoldingsValidus Re in its $1.7 billion hostile acquisition of IPC Holdings, involving proxy solicitations to reject the target’s favored transaction and to compel a contested scheme of arrangement under Bermuda law, and a concurrent exchange offer for the target’s shares.
Online Resources Corporation/Proxy FightOnline Resources Corporation in its proxy fight with fund shareholder Tennenbaum Capital Partners.
Amarin Corp/Financing TransactionsAmarin Corp in its bridge loan, Reg D/Reg S equity offering and subsequent registration and reporting matters.
WebMD/HLTHThe special committee of WebMD in the company’s $1.7 billion merger with its corporate parent HLTH.
Centerplate/Kohlberg & Co.Centerplate in its acquisition by Kohlberg & Co., involving the separation of the company’s ASE- and TSE-listed Income Deposit Securities, which consisted of one share of common stock and one subordinated note.
KKR/First Data Corp.KKR in the co-investment by certain of its LPs in the $26 billion acquisition of First Data Corp.
KRG Capital/Multiple TransactionsKRG Capital in its acquisitions of F.A. Richard & Associates and Vantage Health.
Eyak Technology/GTSI CorpEyak Technology in its unsolicited offer to acquire its 37% member GTSI Corp.
Rabobank/Taylor Fresh FoodsRabobank in the sale of River Ranch Fresh Foods to Taylor Fresh Foods.
Toshiba/Landis + GyrToshiba in its $2.3 billion smart grid acquisition of Landis + Gyr.
Orleans Homebuilders/NVROrleans Homebuilders in its $170 million bankruptcy code section 363 asset sale agreement with NVR.
DaVita/HealthCare PartnersDaVita in its $4.4 billion acquisition of HealthCare Partners, which included a mixed consideration package with a stock election mechanism.
ICO Global/ReorganizationICO Global Communications in the restructuring and transition services arrangements relating to its commercial satellite operations.
Azur Pharma/Avanir and UCBAzur Pharma in acquiring or licensing certain drugs and other businesses from Avanir and UCB.
Forbes Media/Multiple TransactionsForbes Media in its acquisitions of Investopedia, RealClearPolitics and Clipmarks and True/Slant, its divestitures of Investopedia and American Heritage, its investments in FlipGloss and Techonomy and its joint venture arrangements with Elevation Partners.
Icon plc/Healthcare Discoveries and Prevalere Life SciencesIcon plc in its acquisitions of Healthcare Discoveries and Prevalere Life Sciences.
A&P/Pathmark StoresA&P in its $1.3 billion acquisition of Pathmark Stores.
Covad Communications/Platinum EquityThe special committee of Covad Communications in the company’s $470 million acquisition by Platinum Equity.
Saratoga Partners/Terremark WorldwideSaratoga Partners in its sale of Data Return to Terremark Worldwide.
Cerberus Capital Management/Albertsons and NABICerberus Capital Management in leading a consortium in the $17.4 billion acquisition of Albertsons supermarkets and in its acquisition of North American Bus Industries.
Castle Harlan/Baker & TaylorCastle Harlan in its $455 million acquisition of Baker & Taylor.
TRW/BlackstoneTRW in connection with the divestiture of its automotive business to Blackstone.
Exodus Communications/Cable & WirelessExodus Communications in its acquisition by Cable & Wireless.
CSCA Capital Advisors/Securities PlacementCSCA Capital Advisors as placement agent in the registered direct placement by Monmouth Real Estate Investment Corp.
DLJ Investment Partners/Mezz LoanDLJ Investment Partners as majority lender under the $200 million mezzanine credit agreement of Wastequip Inc., including amendments to permit purchases by the borrower of loans under the senior facility, the issuance of additional PIK interest amounts and an equity cure right.
Mitsubishi Corporation/PVC Joint VentureMitsubishi Corporation in its joint venture with Shin-Etsu Chemical to acquire the PVC business of Lamson Pipe.
Morgan Stanley/Tokyo Westin HotelMorgan Stanley in its JPY 50 billion joint acquisition with Starwood of the Tokyo Westin hotel.
JP Morgan/Northwest Airlines' Rights OfferingJPMorgan in its commitment to act as backstop purchaser in the $750 million bankruptcy rights offering by Northwest Airlines.
Tullis Health Investors/PIPE InvestmentTullis Health Investors in its PIPE investment in preferred stock and warrants of Interpharm.
Highbridge Capital/PIPE InvestmentHighbridge Capital in its PIPE investment in convertible notes and warrants of American United Global.
Blackacre/Loan Portfolio SaleBlackacre in connection with the modification and sale of a portfolio of loans to the 270 Greenwich Street development project.
Islamic Working Capital FacilityLenders under the Islamic Murabaha revolving working capital facility in connection with Arcapita’s acquisition of TLC Healthcare.
SMFG/Issuance of Convertible Preferred StockSumitomo Mitsui Financial Group in connection with its $1.3 billion issuance of convertible preferred stock to Goldman Sachs.
High Yield FinancingsIssuers, including Axtel S.A.B. de C.V., Energy Partners Ltd. and Swift & Company, in various high yield financings and related debt and equity tender offers.
Leveraged Finance CommitmentsCiti, UBS and Royal Bank of Scotland in connection with bank/bridge loan commitments for several leveraged finance transactions.
Real Estate Finance TransactionsLenders and borrowers in more than 20 Japanese real estate finance transactions totaling in excess of JPY 350 billion, including secured non-recourse loans and securitizable bond issuances.
Investment Fund FormationMorgan Stanley, UBS and Deutsche Bank in their establishment of joint investment funds with other financial institutions to pursue the acquisition of loan portfolios.
Financial Advisor RepresentationsFinancial advisors, including Qatalyst Partners, Houlihan Lokey, Centerview Partners and Duff & Phelps, in connection with numerous fairness and solvency opinions.
Compliance MattersVarious issuers in connection with governance, registration and reporting, exchange listing and ADS matters.
Jeffery Bell has been recognized as a “Notable practitioner” by IFLR1000 2019.
©1996-2019 Morrison & Foerster LLP. All rights reserved.