Theodore A. Peto
Professional Profile
Mr. Peto concentrates his practice in complex corporate transactions, including going-private transactions, mergers, acquisitions, divestitures, joint ventures, tender offers and securities offerings.
He has represented strategic and financial buyers in a variety of public and private transactions, including in the bankruptcy or distressed sale context. Mr. Peto has also represented issuers and investment banks in public and private financings ranging from a few million to several billion dollars.
In addition, Mr. Peto has counseled clients on a range of general corporate and securities law matters, including Exchange Act periodic reporting and disclosure issues, corporate governance best practices, fiduciary duties and stock exchange listing requirements.
Representative Matters
Mergers, Acquisitions and Divestitures
Acquisition by Churchill Downs, Inc. (NASDAQ: CHDN) of the online gaming site Youbet.com, Inc. (NASDAQ: UBET) in a stock and cash transaction valued in excess of $125 million
Tender offer for all of the issued and outstanding common shares of Biomet, Inc. (NASDAQ: BMET), a worldwide leader in the design and manufacture of musculoskeletal medical products, by a private equity consortium that includes affiliates of The Blackstone Group; Goldman, Sachs & Co.; Kohlberg Kravis Roberts & Co. and TPG valued at $11.4 billion
Tender offer for all of the issued and outstanding preferred and common stock of I-trax, Inc. (AMEX: DMX), an operator of worksite health centers, by Walgreen Co. (NYSE, NASDAQ: WAG) valued at approximately $278 million
Acquisition by Briggs & Stratton Corporation (NYSE: BGG) of certain U.S. and Canadian manufacturing operations of Murray Inc. in a transaction pursuant to Section 363 of the Bankruptcy Code valued at approximately $125 million
Multiple acquisitions by Centene Corporation (NYSE: CNC) in the health care industry, including the acquisition of certain medicaid related assets of SummaCare, Inc. valued at approximately $31 million
Acquisition by Joy Global Inc. (NASDAQ: JOYG) of the coal mining equipment manufacturing division of Oldenburg Group, Inc. valued at approximately $140 million
Sale of Allegiance Telecom, Inc. (NASDAQ: ALGXQ) to XO Communications, Inc. (NASDAQ: XOXO) in a transaction pursuant to Section 363 of the Bankruptcy Code valued at approximately $700 million
Sale and joint venture between Calpine Corporation (NYSE: CPN) and General Electric Capital Corporation relating to the construction of a 600 megawatt power plant in Hayward, California
Acquisition by Merrill Lynch Commercial Finance Corp. and World Omni Financial Corp. of an automobile leasing subsidiary of PNC Bank N.A.
Acquisition by H.I.G. Capital of TestAmerica Environmental Services, LLC, a provider of outsourced laboratory testing services
Acquisition by H.I.G. Capital of Transtar Metals, a provider of high performance metals and supply chain management services
Securities and Corporate Financings
Registered offering by Hanesbrands Inc. (NYSE: HBI) of $500 million aggregate principal amount of 8.00% senior notes due 2016
Rule 144A and Regulation S offerings by Sitel Worldwide Corporation, a majority owned portfolio company of Onex Corporation, of $300 million aggregate principal amount of 11.5% senior notes due 2018
Registered tender offer by KEMET Corporation, a leading manufacturer of the majority of capacitor types, for its $175 million aggregate principal amount of 2.25% Senior Convertible Notes due 2026
Issuance of common and preferred shares valued at approximately $380 million by SeaCo Ltd., in connection with the restructuring and emergence from Chapter 11 bankruptcy proceedings of Sea Containers Ltd., a global marine container leasing company
Registered A/B exchange offer and market-making shelf registration statement by Biomet, Inc. with respect to multiple classes of senior notes exceeding $2.5 billion
Initial public offering of Neutral Tandem, Inc. (NASDAQ: TNDM), a provider of tandem interconnection services to competitive wireless, wireline, cable telephony and broad-band carriers, and former privately owned portfolio company of New Enterprise Associates and Doll Capital Management
Registered secondary offering by certain selling stockholders of Neutral Tandem, Inc. (NASDAQ: TNDM) including New Enterprise Associates and Doll Capital Management
Issuance of convertible preferred stock and warrants by Aksys, Ltd. (NYSE: AKSY) to Durus Life Sciences Master Fund Ltd.
Multiple public and private structured finance offerings by General Motors Acceptance Corporation and Navistar Financial Corporation totaling over $10 billion
Multiple transactions sponsored by participating independent licensees of Blue Cross Blue Shield Association
Multiple early and late stage venture financings by Blue Cross Blue Shield Venture Partners, L.P.
Single investor sale-leaseback transactions of manufacturing equipment valued at over $100 million
Multiple structured finance transactions with The Royal Bank of Scotland Group, Greenwich Capital Markets, and Lloyds TSB Bank plc exceeding $5 billion
Memberships & Affiliations
American Bar Association
Other Distinctions
Certified Public Accountant (Registered, Illinois)
Publications
Dodd-Frank Act Affects Private Fund Managers and Investors
, with Omar R. Akbar, Edwin S. del Hierro, P.C., Robert M. Hayward P.C., Brendan P. Herron, Scott A. Moehrke P.C., Nabil Sabki, Robert H. Sutton, and Josh Westerholm, Kirkland Private Equity Newsletter, July 2010The Dodd-Frank Act is Now Law...A Flurry of New Governance Regulations to Come, with Mark D. Director, Robert M. Hayward P.C., Scott D. Price, and Daniel E. Wolf, Kirkland Governance Watch, July 2010
Earnouts Raise Issues Over Control, with Gerald T. Nowak and Matthew J. Nolan, National Law Journal, November 7, 2005
SEC Adopts Sweeping Revisions to Executive and Director Compensation and Related Party Transaction Disclosure Rules, with Robert M. Hayward, Carol Anne Huff, Mark D. Director, Andrew E. Nagel, Christian O. Nagler and Jeffrey D. Symons, K&E Alert, September 2006
The SEC's New Compensation Disclosure Rules, with Robert M. Hayward, Carol Anne Huff, Mark D. Director, Andrew E. Nagel, Christian O. Nagler and Jeffrey D. Symons, Merrill Corporation, October 2006
The New Compensation Discussion and Analysis, with Robert M. Hayward, Insights, November 2006
Compensation Discussion and Analysis, with Robert M. Hayward, Chapter 3 to A Practical Guide to SEC Proxy and Compensation Rules, Aspen Publishers, August 2007
What Every Compensation Committee Should Be Considering Now, with Robert M. Hayward, Kirkland M&A Update, November 2008
Kirkland Governance Watch, with Robert M. Hayward, P.C., Carol Anne Huff, Daniel E. Wolf, and Sarah B. Gabriel, August 2009
Bah Humbug! SEC Expands Risk, Compensation and Corporate Governance Disclosures for 2010 Proxy Season, with Robert M. Hayward, P.C., Kirkland Governance Watch, December 2009
The Tsunami of Governance is About to Arrive...What the Dodd-Frank Act Means for You, with Mark D. Director, Robert M. Hayward, P.C., Scott D. Price and Daniel E. Wolf, Kirkland Governance Watch, July 2010
Prior Experience
KPMG LLP (1997 - 1999)
