Kirkland & Ellis corporate partner Melissa Kalka led deal teams on three large transactions within the last five weeks, giving the Dallas lawyer the chance to juggle three very different deal structures along with one overarching project management framework.
“It was probably the largest number of deals I’ve done by myself within that span, with the complexity and their own special challenges,” said Kalka.
Kalka led the Kirkland team that represented Dave & Buster’s Entertainment of Dallas in negotiating an agreement announced on April 6 to acquire Main Event from Ardent Leisure Group and RedBird Capital Partners for $835 million.
A Kalka-led Kirkland team advised investment firm KKR and an acquiring consortium in the take-private of CyrusOne, which designs custom data centers, in a transaction valued at about $15 billion, including assumed debt. That transaction closed on March 25.
At the same time, Kalka led a team representing Solera Holdings of Westlake, Texas, in its acquisition of Spireon, which provides vehicle lifecycle and fleet management software, from a fund managed by Greenbriar Equity Group. That deal, for which the value was not disclosed, closed March 1.
Andrew Calder, a Kirkland partner in Houston and Austin who worked closely with Kalka on the CyrusOne deal, said it was “fantastic to see” as Kalka led the deal team. In addition to having strong technical expertise, he said Kalka is very responsive to clients.
“Clients have absolute confidence in her,” said Calder, also a member of Kirkland’s executive committee.
Kalka said she kept timelines for the three deals, and each day figured out what was the highest priority. Her secret to managing the large teams on the transactions? Color-coded checklists.
“I’m a big checklist person and I live and die by this,” she said.
With her process, green means a task is done, blue means it is nearing completion, yellow means it is in the works, and white means it hasn’t started.
Organization is the key to juggling multiple deal teams, she said.
“You have to be willing to pivot and adjust, because problems pop up throughout the day. You’ve got unexpected client calls, a problem pops up. At the end of the day, I always go through the inbox to make sure…nothing fell through the cracks,” she said.
Each of the deals had their own challenges, she said.
In the Dave & Buster’s deal, a public company in Australia, Ardent Leisure, is a majority holder in Main Event, which added Australian law to the transaction, she said. The deal involving entertainment companies is expected to close later this year.
She is lead lawyer on the acquisition along with Douglas Ryder, a corporate partner in New York. The two negotiated the transaction and advised the Dave & Buster’s board of directors.
The CyrusOne take-private transaction was announced in November and closed on March 25, much sooner than anticipated, she said, because it “sailed through regulatory filings.”
But the size of the transaction made it complex, and the speed of the regulatory approvals led to a fast-track timeline and the need for multiple workstreams including M&A transaction, equity investment, tax and structuring, real estate and financing, and foreign counsel matters/KYC (know your customer.)
Kalka said she was lead lawyer alongside Calder and Houston corporate partner John Pitts. But because of the size, scale and complexity of the transaction, she said, they “tag-teamed” and each were up on the status of the workstreams.
Kalka said she had overall management of the transaction to ensure the team was “coordinated and synced up,” and she was heavily involved with Calder and Pitts in negotiating the merger agreement on behalf of the consortium, advising the client on merger and equity strategy, and negotiating equity investment documents.
On the Solera transaction, Kalka said she was lead lawyer with Walter Holzer, an M&A and private equity partner in Chicago. Together, they negotiated the transaction and advised the client on strategy.
Kalka, who joined Kirkland in 2019 from Winston & Strawn, where she was a corporate associate, said that the last few months have been some of the busiest of her career, working more than 250 hours a month.
She’s getting a bit of a break now to catch her breath—catching up on things like dropping off dry cleaning and making a Target run—but some other transactions are starting to heat up, she said.
Kirkland has a hybrid work schedule with lawyers generally coming into the office three days a week, but because of the complexity and speed of the CyrusOne deal, Kalka said people just naturally came into the office more.
“It was like in the old days in the week leading up to the closing, [with] 15 in a conference room. It was so much fun, everybody enjoyed getting back together,” she said.