Gerald T. Nowak, P.C. 
Professional Profile
Gerald T. ("Jerry") Nowak is a corporate partner in the Chicago office. He has a broad transactional practice, including capital markets transactions, M&A transactions and corporate governance matters. His capital markets practice focuses on complex securities matters, including initial public offerings, high yield offerings, spin-offs, tender offers and investment grade debt offerings. His M&A practice includes public and private acquisitions for private equity funds and public companies.
Representative Matters
NRG Energy. Various capital markets transactions aggregating over $15 billion.
Thoma Bravo. Various leveraged buyout and going private transactions aggregating over $1.5 billion.
Linden Capital Partners. $314 million going-private acquisition of Young Innovations Inc.
Sara Lee Corporation. Tax free spin-off of its subsidiary, Hanesbrands, Inc.
Hanesbrands, Inc. $500 million high yield offering completed subsequent to spin-off from Sara Lee.
optionsXpress. Initial public offering on-line broker dealer rated #1 in the industry by Forbes, Barron's and Smart money.
Terra Industries. Represented client in a series of high yield debt and convertible preferred stock offerings over a number of years, aggregating over $500 million of capital raised. Represented client in the acquisition through bankruptcy of Mississippi Chemical Corporation, effectively doubling the size of the company.
CHS Capital. Represented various portfolio companies in securities matters, including AMF Bowling's $150 million high yield debt offering and Otis Spunkmeyer's proposed initial public offering.
Centene Corporation. Represented client in a series of acquisitions in the health care industry, including the $93 million acquisition of FirstGuard.
Cable & Wireless America. Represented client in its sale to Savvis through a bankruptcy court approved 363 sale process. Lead corporate lawyer in 39 hour auction process, negotiating with seven bidders simultaneously.
Willis Stein/Advantage Payroll. Transaction began as the proposed $143 million initial public offering of Advantage Payroll. Transaction then evolved into a $315 million sale of the company to a strategic buyer.
IMC Global. Represented client in a series of investment grade and high yield debt security issuances over a number of years, aggregating over $1.5 billion of capital raised.
Great Lakes Chemical Corporation/OSCA. Represented Great Lakes and OSCA in the initial public offering/equity carveout of OSCA, the oilfield services division of Great Lakes.
Argosy Education Group. Representation included the 1999 initial public offering of Argosy, a nationwide for-profit education company, and the $90 million sale of Argosy to EDMC, another publicly traded education company.
Telecom Corporation of New Zealand. Represented client in a number of U.S. and worldwide public and private securities offerings, including the $2.5 billion sell-down of Ameritech's 25% stake in Telecom New Zealand.
Memberships & Affiliations
The Economic Club of Chicago
American Bar Association
Other Distinctions
Law & Politics Magazine, Illinois Super Lawyer
The Legal 500 U.S. for Capital Markets: "highly recommended" and "well known for [his] expertise."
Leading Lawyers Network, "Leading Lawyer" for Corporate Finance Law, Mergers & Acquisitions Law, and Securities & Venture Finance Law
Publications
The High Yield Offering: An Issuer's Perspective (2d ed., July 2006)
Earnouts Raise Issues Over Control, The National Law Journal (2005)
The Gift that Keeps on Giving: Negotiating the High Yield Indenture, The Venture Capital Review (Summer 2005)
Liquidity Alternatives for Venture Capital and Private Equity Investors in Thinly Traded Public Companies (Winter 2004/2005)
In the Twilight Zone: The Unique Status of High Yield-Only Issuers, Insights (2004)
Public Company Acquisitions and Going Private Transactions, Financier Worldwide (2003)
SEC Issues Flurry of New Rules in Accordance with Sarbanes-Oxley Deadline, Kirkland & Ellis Alert (2003)
Putting Audit Committee Reform in its Historical Context: Revolution or Evolution?, Corporate Counsel Magazine (2003)
Practice Varies Regarding Due Diligence Undertaken to Support Personal Certification of SEC Reports, Kirkland & Ellis Alert (2002)
SEC Orders Personal Certification of SEC Reports by CEOs and CFOs of Large Public Companies, Kirkland & Ellis Alert (2002)
A Failure of Communication: An Argument for the Closing of the NYSE Floor, 26 U. MICH. J. L. REFORM 485 (1993)
Above All Do No Harm: The Application of the Exon-Florio Amendment to Dual Use Technologies, 13 MICH. J. INT'L L. 1002 (1992)
Seminars
Practising Law Institute, Drafting Corporate Agreements (co-chair 2007, chair 2008-2011).
Practising Law Institute, Accounting and Finance (2006).
Practising Law Institute, Understanding the Securities Laws (2004-2007).
CBA Securities Law Institute, '33 Act update and developments (2002-2007).
PriceWaterhouseCoopers General Counsel Forum, the Post Sarbanes-Oxley Regulated Era (2004).
The SEC Institute, Sarbanes-Oxley in its Third Year (2004).
Corporate Responsibility in an Era of Regulatory Change: Making Sense of the New Rules, Kirkland & Ellis Client Seminar (2002).
Corporate Responsibility in an Era of Regulatory Change: The View From the U.S., New Zealand Speaking Tour (2002).
Business Combinations and Goodwill/Intangible Assets: SFAS Nos. 141 and 142, PricewaterhouseCoopers Client Seminar (2001).
Law and Accounting: The Transactional Lawyer's Perspective, Guest Lecturer, University of Chicago Law School (2000-2002).Prior Experience
Prior to attending law school, Jerry was an officer in the U.S. Air Force, stationed at the Air Force's information technology headquarters. In that capacity, he was integrally involved in preparing, analyzing and negotiating the Department of Defense's $2.5 billion third generation personal computer requirements contract. He also routinely performed cost analysis of significant software coding projects. Prior to joining the Air Force, Jerry was a computer programmer.
