Michael P. Considine, P.C.

The following are just some examples of transactions that Michael has led:

The Procter & Gamble Company in numerous transactions, including representing P&G in the:

• acquisition of the worldwide consumer health business of Merck KGaA for €3.375 billion ($4.2 billion);
• sale of its Duracell personal power business to Berkshire Hathaway Inc. for $2.9 billion in a private split-off transaction;
• the sale of numerous brands globally, including hair care brands Pert, Shamtu, and Blendax in Russia, Saudi Arabia and Turkey, Rochas fragrances in France, Lindor in Spain, Portugal and Andorra, Zest and Camay soaps in parts of Europe and Mexico; and its global beauty brands to Coty Inc. for $12.5 billion; and
• divestiture of its Folgers coffee business, including initially proposed split-off of Folgers into a public company and subsequent all-stock reverse Morris Trust transaction with The J.M. Smucker Company valued at approximately $3.3 billion.

Turnbridge Capital Partners in connection with various transactions, including:

• partnering with the founders of DeBusk Services Group in connection with the completion of the equity recapitalization of DSG and the expansion of its capital resources to facilitate future growth;
• the acquisition and related financing of Cimarron Energy Inc. from Curtiss-Wright Corp; and
• the formation of Brigade Energy Services to execute a multi-basin buy and build strategy.

Software and Technology Transactions

While nearly every transaction requires proper focus on intellectual property matters, the following are select examples of software and technology driven transactions:

• One Identity’s acquisition of Balabit Corp., a leading provider of privileged access management, privileged account analytics and log management solutions;
• TCP in its investment in Loci Controls, a cloud based analytics and monitory company;
• Quest Software’s carve-out disposition of its Statistica analytics software business; and
• Vertafore, a leading provider of cloud-based insurance software and services, in its acquisition of QQ Solutions, Inc., a provider of agency management systems.

Restructuring Transactions

Michael has been M&A counsel on various restructuring transactions, including:

• Relativity Media in the sale of all television and television-related assets of Relativity Media, LLC pursuant to a 363 sale in bankruptcy to RM Bidder LLC;
• Proliance International, Inc., a leading global manufacturer and distributor of aftermarket automotive products, in the sale of its North American assets to Centrum Equities XV, LLC in a section 363 bankruptcy transaction, and its European operations in 363 auction bankruptcy sale to Banco Products (India) Ltd.;
• Turnbridge Capital in connection with the acquisition and related financing by portfolio company Cimarron Energy Inc. of substantially all of the assets of Diverse Energy Systems, LLC and its affiliates pursuant to a Section 363 sale in bankruptcy; and
• Yazmi USA, LLC, a company owned by former WorldSpace CEO Noah Samara, in the acquisition of substantially all of the assets of WorldSpace, Inc., a satellite radio provider, in a chapter 11 bankruptcy; and
• Jefferies & Company, Inc. in the completion of out of court restructuring and reinvestment in an oil field services operating company;

Joint Ventures

Michael has extensive experience in both forming and dissolving joint ventures such as representing:

• Pitney Bowes Inc. in the formation of a joint venture with Broadridge Financial Solutions and the launch of a new technology platform named Inlet™;
• Essilor International SA in its $1.7 billion buyout of a 51 percent interest in Transitions Optical group from joint venture partner PPG Industries;
• The Procter & Gamble Company in the combination of its global over-the-counter pharmaceuticals business with Teva Pharmaceuticals;
• The Procter & Gamble Company formation of a joint venture with Whirlpool Corporation for the introduction of SWASH™, an innovative at-home clothing care system; and
• The Babcock & Wilcox Company and BWNE in the formation of the Generation mPowerTM Alliance with Bechtel Corporation.

Other representative transactions include:

• Provista, a subsidiary of Vizient, Inc., in the sale of The Cooperative Purchasing Network Management Company, LLC (TCPN) in the form of a management buyback with the support of TA Associates;
• Maverick Capital Ltd. as lead investor in the Series A round of rewardStyle, Inc., a platform solution that helps fashion bloggers and other content providers monetize their websites through online retailers;
• Goode Partners in the completion of additional investments in the form of preferred equity interests and related restructuring and corporate matters with respect to certain operating companies; 
• General Motors, Verizon Communications Inc. and Motorola Solutions, Inc. in the transfer balance sheet liabilities attributable to outstanding pension obligations to third party insurance companies ($29 billion, $7.5 billion and $4.3 billion, respectively);
• International Automotive Components Group (a W.L. Ross operating company) in connection with an internal global reorganization and recapitalization; and
• H&R Block Inc. and its Option One Mortgage Corporation (OOMC) subsidiary in the sale of OOMC’s mortgage loan servicing business to an entity sponsored by the WL Ross & Co. private equity firm for approximately $1.1 billion; a transaction that followed the termination of the originally proposed acquisition of OOMC by another private equity firm.

Partner, Jones Day