PIONEER SPIRIT: Sophia Hudson considers herself a capital markets lawyer who moonlights in M&A. "I like working with companies from before IPO through sale, but also through challenges and different cycles whenever they need disclosure or governance advice. I get to be a valued advisor throughout the life cycle."
TRAILS BLAZED: Hudson's work includes representing Bristol-Myers Squibb in its acquisition of Celgene. "Before the transaction, BMS had about $6 billion in outstanding debt, and Celgene had about $20 billion. BMS was going to have to raise about $34 billion in debt to pay Celgene shareholders. The complexity of having $40 billion in debt at the BMS level, plus the Celgene debt down at the Celgene subsidiary, would have been too much complexity for the market, likely leading to higher interest rates." Hudson worked with BMS to structure an innovative exchange of Celgene debt for newly issued BMS debt, with novel exhange terms that balanced the BMS financial and operational objectives with investors' interests. The exchange was designed and timed to allay investor concerns prior to the marketing of $19 billion in BMS "new money" bonds. "Then later this year, we got to think through a similar transaction for AbbVie's acquisition of Allergan. We were able to bring our expertise to bear very quickly after the novel BMS transaction."
FUTURE EXPLORATIONS: There will be more of these kinds of deals. "We are seeing a lot of M&A involving consolidation where both acquirer and target have a significant amount of debt. Kirkland historically has been a powerhouse in private equity M&A, litigation and restructuring, and we are poised to see the payoff in investments we have made in our public company practice."