How To Get A Good Deal On A Law Firm In Boston

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1 Welcome to Weil Boston

2 Welcome to Weil Boston Located in the heart of the financial district, Weil has been a presence in the Boston community since Our strong local roots combined with the resources of a renowned international law firm enable us to advise clients on a wide range of corporate and litigation matters. We recognize that our clients expect excellence, and our attorneys proactively seek to exceed expectations. With our longstanding record of success in New England, we strive to be the city s premier law firm, providing clients with trusted and innovative legal solutions. Our attorneys are invested in the success of our clients and work closely to identify opportunities, minimize risk and advance their business objectives. At Weil, our goal is to provide high-quality legal counsel complemented by a loyal partnership that goes beyond the law. We are Weil Boston.

3 Strong Boston Presence Ranked Band 1 in Massachusetts for Private Equity: Buyouts & Venture Capital Investment by Chambers USA 2015 Ranked Band 2 in Massachusetts for Corporate/M&A by Chambers USA 2015 Co-Managing Partner of the Boston office Marilyn French Shaw was named a Dealmaker of the Year for her role in advising Advent International in its acquisition of Noosa Yoghurt by The American Lawyer 2015 Weil s Boston office was included in The New England 50, a list of the biggest offices in the region among NLJ 350 law firms, by The National Law Journal in 2014 Weil s Boston office has one of the most active and highly regarded private equity practices in New England, representing many of the region s leading institutions in a variety of complex corporate and litigation matters. Weil s Boston private equity lawyers are an integral part of the Firm s global Private Equity practice. Our lawyers not only collaborate regularly with other private equity attorneys across our U.S. offices (Providence, New York, Silicon Valley and Dallas) but also with our European and Asia counterparts. We advise many of the region s leading sponsors, including Advent International, Berkshire Partners, Providence Equity Partners, Summit Partners and Thomas H. Lee Partners on their most significant transactions. Our Boston attorneys are consistently recognized as leaders in both the Boston and global private equity markets by the legal media. For example, Boston s Co-Managing Partner, Marilyn French Shaw, was recently named among the 2015 Dealmakers of the Year by The American Lawyer and recognized as a 2015 Top Women of Law honoree by Massachusetts Lawyers Weekly. Ms. Shaw has also been listed as a leading private equity lawyer in IFLR1000 and recognized by Expert Guides 2014 Women in Business Law as an expert in Private Equity. Co-Managing Partner Kevin Sullivan is consistently recognized as a leading private equity lawyer for Private Equity: Buyouts & Venture Capital Investments in Massachusetts by Chambers USA and Legal 500 US. Boston partner Shayla Harlev was named an Up and Coming lawyer in Massachusetts for Private Equity: Buyouts & Venture Capital Investment and Corporate/M&A by Chambers USA She was also recognized as a 2014 Top Women of Law honoree by Massachusetts Lawyers Weekly. Weil s Private Equity practice is complemented by our global Private Funds practice comprised of more than 60 full-time, dedicated lawyers across the U.S., Europe and Asia. David Kreisler is a Boston-based Private Funds partner with more than 20 years of experience advising the region s leading sponsors, including Berkshire Partners, on the formation of its $4.5 billion buyout fund. Mr. Kreisler was recently named a Best Lawyer in Private Funds/Hedge Funds Law in 2015 by The Best Lawyers in America. 1

4 Our Commitment to Client Service In today s marketplace, private equity sponsors and blue-chip corporations have no shortage of firms to choose from for outside legal representation. To stand out, lawyers must do more than spot legal trends and devise cookie-cutter legal solutions they must deliver excellent client service while using sound judgment to make hard calls. That is the promise Weil makes to each client. Our relationships with our clients are business partnerships. Weil s Boston attorneys make it their mission to really know their clients. We strive to provide thoughtful, experienced, partner-level attention to each matter with accessibility and responsiveness. Our clients benefit from recognized leaders in their field who have been steeped in the industry from the start of their legal careers, providing insight that goes beyond just transactional advice. Our attention to client service rests upon a few core values: Full understanding of our clients business and culture Thorough focus on our clients objectives, both shortterm and long-term Unwavering commitment to helping clients solve problems in the most efficient, cost-effective way 2

5 Go-To Firm for First-Tier Private Equity Sponsors Boston s Private Equity Group has handled some of the largest, most high-profile private equity transactions and related financings. Weil Boston has represented some of New England s top sponsors including: Advent International in its acquisition of a majority stake in Distribution International, Inc.; in its approximately $845 million acquisition of an approximately 14% stake in lululemon athletica, inc. (Canada), from the founder of lululemon athletica; and in its acquisition of Noosa Yoghurt, LLC, a producer of flavored yogurts. Co-Managing Partner Marilyn French Shaw was named among the 2015 Dealmakers of the Year and recognized for her work on the Noosa Yoghurt deal by The American Lawyer. Berkshire Partners and its portfolio company, National Vision, Inc., one of the largest optical retailers in the U.S., in National Vision s sale to an affiliate of KKR for more than $1 billion; in its investment in the Portillo Restaurant Group, Inc., the owner and operator of a chain of fast casual restaurants; and in its sale of Grocery Outlet, Inc. to Hellman & Friedman LLC and Grocery Outlet s own senior management. Weil also recently represented Berkshire in, together in a joint venture with New Balance Holding, Inc., the acquisition by such joint venture of The Rockport Company, LLC from adidas AG (Germany), as well as the acquisition of Drydock Footwear LLC, owner of the Aravon, Dunham and Cobb Hill footwear brands, from New Balance Holding, Inc. KTR Capital Partners, a real estate investment firm, in its $5.9 billion sale of real estate assets and its operating platform to Prologis Inc. Shayla Harlev was interviewed and recognized by InsideCounsel in 2015 for her work on the Prologis deal for KTR. North Bridge Growth Equity in its acquisition of Ingenious Med, Inc.; as well as the subsequent sale of minority equity stakes in Ingenious Med, Inc. to Ascension Ventures, Heritage Group and Kaiser Permanente Ventures. Montagu Private Equity in its proposed $725 million sale of Centor (formerly known as Rexam Healthcare Prescription Retail) to Gerresheimer AG. Oaktree Capital Management and its portfolio company ILEOS, SA (France) in its joint venture with Visant Corporation, a portfolio company of affiliates of KKR and DLJ Merchant Banking, to provide sampling solutions for the beauty, fragrance and personal care market segments. Providence Equity Partners in its sale of a 25 percent equity interest in the AutoTrader Group; its acquisition of Learfield Communications, Inc.; and the recapitalization of World Triathlon Corporation, owner of the Ironman triathlon brand. Weil also represented Providence in its $180 million acquisition of five corporate training businesses from Informa PLC; recent investments in IPS Learning, VitalSmarts, VectorLearning and Survey Sampling International (SSI); in its acquisition of the Professional Association of Diving Instructors (PADI) and its affiliate, Surface Dive, Inc.; in its acquisition of an equity stake in RentPath, Inc. from TPG Capital; and Providence Strategic Growth Partners in a minority investment in GlobalTranz Inc. Summit Partners in its recent acquisition of a majority stake in Parts Town LLC. Weil also advised Summit, as it partnered with other investors, on a $1.2 billion preferred stock investment in Uber Technologies. Technology Crossover Ventures (TCV) in its recapitalization of Think Finance, resulting in the spinoff of a new independent company called Elevate. Weil also represented TCV on its minority investment in NewVoiceMedia; in its minority investment in Spotify; and most recently in its $250 million investment in VICE Media. Thomas H. Lee Partners and Acosta Sales & Marketing, a portfolio company of Thomas H. Lee Partners, in the multibillion dollar sale of Thomas H. Lee s equity investment in Acosta to The Carlyle Group. 3

6 Pro Bono Initiatives and Community Service The Boston office was honored for its dedication to pro bono service at the Massachusetts Lawyers Weekly s 2014 Excellence in the Law Awards Community service is deeply ingrained in the culture of Weil s Boston office, and our lawyers are closely involved with local charities and community groups. Partners and associates currently serve on boards and committees of many non-profit organizations, including the United Way of Massachusetts Bay and Merrimack Valley, City Year, the Massachusetts Society for the Prevention of Cruelty to Animals (MSPCA) and the Make-A-Wish Foundation of Massachusetts and Rhode Island. Our pro bono clients include numerous referrals from Kids in Need of Defense (KIND), the Massachusetts Legal Assistance Corporation (MLAC), Lawyers Clearinghouse, Edesia Global Nutrition Solutions, Longwood Symphony Orchestra, Alternatives for Community & Environment (ACE) and Inner City Weightlifting. We also serve as outside general counsel to the United Way of Massachusetts Bay and Merrimack Valley and the Massachusetts Legal Assistance Corporation (MLAC). The Boston office was honored for its dedication to pro bono service at the Massachusetts Lawyers Weekly s 2014 Excellence in the Law Awards. Client Partnership 4 We have partnered with clients on charitable projects, educational panels, conferences and workshops. Weil Boston is always looking for opportunities to partner with friends of the Firm on service projects in the New England area.

7 Diversity and Inclusion One of the qualities that distinguishes Weil from its peers is our culture, as diversity and inclusion have been core values since our founding more than 80 years ago. Specifically, our diversity and inclusion objectives include attracting and retaining the best talent, and providing opportunities for professional development, client cultivation and career advancement among lawyers from backgrounds historically underrepresented in the legal profession. Beyond mere aspiration, we continuously assesses our progress in promoting these objectives through a variety of channels of communication across the Firm and to the highest levels of leadership, such as the appointment of Management Committee liaisons to our attorney affinity groups, a formal mentoring program, the institutionalization of mandatory diversity training for all employees, upward reviews for partners and other firmwide initiatives. Women@Weil embraces the talents and energy of women across Weil, focusing on mentoring, networking, recruiting, retention, advancement, pro bono initiatives, business development and outreach. Women@Weil is committed to helping our women achieve their greatest potential in their professional and personal lives by addressing the challenges they may encounter along the way. Throughout the year, Women@Weil s Boston attorneys host programs for clients, which range from entertainment events to women in private equity luncheons focused on substantial industry topics and the advancement of women s careers in PE. Currently, one-third of Weil s Boston attorneys are women, and the office s co-managing partners serve on the Firm s Global Partner Nominating Committee and the Taskforce on Women s Engagement and Retention (TOWER). Aside from our inclusive culture, Weil has dedicated itself to philanthropic causes, and supporting underserved communities and organizations whose mission is to promote greater diversity within the national bar. The Boston office s commitment, in particular, is demonstrated through partnerships with organizations in the New England area, such as The Posse Foundation, InnerCity Weightlifting, Room to Grow, the Pine Street Inn, Dress for Success and The Greater Boston Food Bank. 5

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9 Our Alumni Whether an attorney retires from Weil or whether the Firm is just one marker along a professional journey, we believe all of our lawyers both current and former represent the Firm as its ambassadors. Today, more than 4,500 alumni across the globe have transitioned to prominent roles where they build upon the foundation of mentoring and professional development they received during their tenures here. In doing so, they extend and promote our brand of excellence among the clients, communities and causes they serve. In just over a decade, the Boston office s private equity practice has outperformed peer firms in terms of deal size, complexity and innovation. We attribute that success in large part to alumni who either have worked on those matters as practicing attorneys or who, now as clients, have entrusted the Firm to manage those high-stakes transactions. For this, we are not only most appreciative, but also proud to maintain lasting professional and personal relationships with our alumni. Our Boston- and New England-based alumni work across a variety of leading industries and occupy chief legal officer and senior legal adviser roles in multinational public companies and private equity firms, such as Advent International, Amazon, Bain Capital, Berkshire Partners, HighVista Strategies, Nortek, Inc., Schneider Electric, State Street Bank and Trust Company, Univision and Weiss Asset Management, among many others. 7

10 An Introduction to the Boston Partners Marilyn French Shaw is Co-Managing Partner of the Boston office and a partner in the Firm s Corporate practice. She advises clients on private equity transactions, including leveraged buyouts, minority investments and public-to-private transactions, and mergers and acquisitions. She also serves on the Firm s nominating committee and is a leading member of the Women@Weil affinity group. Ms. Shaw has represented some of the country s top private equity firms, including Advent International, American Capital, Ltd., Berkshire Partners, Oaktree Capital Management and Thomas H. Lee Partners. Marilyn French Shaw was recently named among the 2015 Dealmakers of the Year by The American Lawyer and recognized as a 2015 Top Women of Law honoree by Massachusetts Lawyers Weekly. She has also been listed as a leading private equity lawyer in IFLR1000 and recognized by Expert Guides 2014 Women in Business Law as an expert in Private Equity. Ms. Shaw was also named a Private Equity MVP by Law360 and was also named Dealmaker of the Week by The Am Law Daily in connection with her lead role advising Advent International in its acquisition of a majority stake in AOT Bedding Super Holdings, the parent company of Serta and Simmons Bedding. Ms. Shaw is also consistently recognized in Chambers USA as a leading lawyer in Private Equity. Kevin J. Sullivan is Co-Managing Partner of the Boston office and a partner in the Firm s Corporate practice. Mr. Sullivan joined the Firm in 2002 with the opening of the Boston office and has a diverse transactional and corporate counseling practice with emphasis on leveraged buyouts, mergers and acquisitions and growth equity investments in the United States and internationally. He is a member of the Firm s Corporate Leadership Team and serves on the Taskforce on Women s Engagement and Retention (TOWER). He also has broad experience counseling corporate clients on transactions and a variety of strategic matters. Mr. Sullivan has represented both private equity sponsors and management teams in leveraged buyouts and minority investments both in the United States and abroad. He regularly represents a number of leading private equity and venture capital firms, including Providence Equity Partners, Thomas H. Lee Partners, Summit Partners, Technology Crossover Ventures, Abrams Capital and Tower Three Partners. He has also represented a variety of corporate clients, such as Iron Mountain, Verizon, Archipelago Learning, Learfield Sports and World Endurance Holdings (Ironman). Mr. Sullivan is consistently recognized as a leading lawyer for Private Equity: Buyouts & Venture Capital Investment in Massachusetts by Chambers USA. He has also been recognized by Legal 500 US for Private Equity: Buyouts in the U.S. 8

11 Annemargaret Connolly heads the Firm s Environmental practice, leads Weil s Climate Change Practice Group and serves as a member of the Firm s hydraulic fracturing task force. Ms. Connolly is a well-respected transactional environmental lawyer, advising clients on a wide range of global environmental compliance and liability issues, most notably in the context of mergers and acquisitions, real estate transfers, financing transactions and infrastructure projects. She also works closely with the Firm s European and Asian offices on cross-border transactions, assisting in identifying and allocating environmental risks as well as educating foreign clients on potential issues raised by global environmental movements. Ms. Connolly is consistently recognized by Chambers USA, Legal 500 US and Best Lawyers in America as a leading environmental attorney for corporate transactions. She has published numerous articles, and been interviewed by several industry publications and legal journals, on such diverse topics as climate change, nanotechnology, lender and successor liability, due diligence and the need for environmental audits in international business transactions. David K. Duffell is a partner in the Firm s Corporate practice. Mr. Duffell focuses his practice on representing large private equity funds in connection with their domestic and international investments, merger and acquisition and financing activities. His clients include Berkshire Partners, Oaktree Capital Management, Providence Equity Partners and Univision Communications, Inc. Mr. Duffell also represents numerous portfolio companies on general corporate matters and merger and acquisition transactions. Mr. Duffell also represents numerous portfolio companies on general corporate matters and merger and acquisition transactions. Mr. Duffell has been ranked as a leading lawyer for Private Equity: Buyouts by Chambers Global and Chambers USA and as a leading lawyer for Corporate/ Commercial by Chambers USA since Mr. Duffell has also been named a Best Lawyer for Corporate Law and Leveraged Buyouts and Private Equity Law in Best Lawyers in America. 9

12 An Introduction to the Boston Partners Shayla Harlev is a partner in Weil s Corporate practice and based in the Firm s Boston office. Ms. Harlev has a diverse transactional and corporate counseling practice with an emphasis on representing private equity sponsors in connection with acquisition, dispositions and other complex transactions. She has extensive experience with leveraged buyouts and dispositions of public and private companies as well as going-private transactions, minority investments, and joint ventures. Ms. Harlev also counsels private equity sponsor portfolio companies on a variety of corporate and strategic matters. Ms. Harlev has represented some of the world s leading private equity firms, including Providence Equity Partners, Berkshire Partners, Thomas H. Lee Partners and Advent International. Ms. Harlev was named an Up and Coming lawyer for Corporate/M&A and Private Equity: Buyouts: Massachusetts in Chambers USA 2015 and a Private Equity Rising Star by IFLR Ms. Harlev was named one of Massachusetts Lawyers Weekly s 2014 Top Women of Law. She was also interviewed and recognized by InsideCounsel s Women, Influence & Power in the Law Network (WIPL) in 2015 for her work on the Prologis deal for KTR Capital Partners. David P. Kreisler is a partner in the Firm s Corporate practice and was one of the original partners of the Firm s Boston office. He specializes in private equity matters, particularly fund formation. Mr. Kreisler regularly represents private equity sponsors and their investment funds in connection with their organization and administration, including the acquisition, disposition and financing of their portfolio companies. Mr. Kreisler also represents institutional investors and has been involved in the acquisition of private equity firms and money managers. He regularly advises clients on the formation of limited and general partnerships and limited liability companies. His clients include Thomas H. Lee Partners, Berkshire Partners, Quantum Energy Partners, The Gores Group, Kainos Capital, Tailwater Capital and Tower Three Partners. Mr. Kreisler has written and spoken on a variety of topics relating to private investment funds and has been widely recognized for his achievements in the field. He has been consistently recognized as a leading lawyer in Private Equity and Investment Fund Formation by Chambers Global, Chambers USA, The Best of the Best USA, The Legal 500 USA, Euromoney Expert Guide, International Financial Law Review and The Best Lawyers in America. Mr. Kreisler was also named one of America s Top 25 Pre-Eminent Private Equity Lawyers by The Best of the Best USA in

13 Joseph A. Kuzneski Jr. is a partner in the Firm s Corporate practice. Mr. Kuzneski has a diverse practice that focuses on private equity and venture capital financings, and mergers and acquisitions. He also counsels clients on general corporate matters, including governance and securities law compliance matters. Mr. Kuzneski has represented various companies and private equity and venture capital sponsors, including Schneider Electric, Providence Equity Partners, GTECH Corporation, A.T. Cross, Newport Television, Survey Sampling International, Nextag, Madison Dearborn Capital Partners, Berkshire Partners, AXA Private Equity, Advent International, Nautic Partners, Fleet Equity Partners, Key Venture Partners and Brynwood Partners. Mr. Kuzneski regularly leads transaction teams across various Weil offices and practices. Patrick J. O Toole Jr. is a partner in Weil s Complex Commercial Litigation and White Collar Defense & Investigations groups. His practice encompasses a broad spectrum of complex commercial litigation in state and federal courts and before arbitration panels. In addition to trial work, Mr. O Toole represents clients in civil and criminal investigations and regulatory enforcement proceedings. He has extensive appellate experience in federal courts and Massachusetts state courts. A large portion of his practice is devoted to counseling private equity clients regarding legal and regulatory issues associated with major transactions and post-acquisition or sale issues in a variety of industries, including media and publishing, financial services, insurance, technology, consumer products, pharmaceutical, life sciences, nutritional products and vision services. Chambers USA has recognized Mr. O Toole as a leading lawyer for Commercial Litigation in Massachusetts and noted that clients described him as the whole package excellent on paper, in person and in court. He is an earnest advocate who exudes quiet confidence and expertise. 11

14 An Introduction to Our Practices Private Equity Overview Weil s global private equity practice is recognized by the industry as being one of only a very small number of elite market leaders in this field. Our clients include the majority of the largest and most high-profile private equity funds, sovereign wealth funds and pension funds as well as family offices and other equity financial investors. Weil advises more than 200 private equity clients worldwide, including more than 80 percent of the world s top 10 funds and 70 percent of the top 25, as ranked by PEI 300, Our advice covers all aspects of the full life cycle of investments. In the U.S., Weil has private equity capabilities in New York, Boston, Providence, Dallas and Silicon Valley. Our attorneys have significant experience representing private equity firms and their portfolio companies on all aspects of their business and are regularly involved in some of the largest, most complex private equity acquisitions and related financings. Private Funds Practice Overview Ranked Band 1 for Global Private Equity, Chambers Global 2015 Named a Leading Firm for Nationwide Private Equity, Chambers USA 2015 Ranked Band 1 for Private Equity in the U.S. and the U.K., IFLR Ranked #2 in Global Announced PE by deal volume and deal count for 1H 2015, Bloomberg 1H 2015 Global M&A League Tables Weil s Private Funds Group has one of the largest dedicated funds teams in the world, with more than 60 full-time funds attorneys practicing across our primary funds office network in the United States Europe and Asia. Our top-notch client base covers a broad range of the fund sponsor spectrum, from some of the largest, most well-established players to emerging participants. We have formed funds for a significant number of clients ranging from multibillion dollar funds such as Brookfield Infrastructure Fund II, a global fund with commitments totaling $7 billion, to middle-market funds to funds for emerging clients. Our Private Funds attorneys advise on every stage of the life cycle, providing fund managers with the sophisticated level of counsel required when forming, advising and operating private investment funds. Weil represents several large institutional investors, including governmental entities, public pension plans and educational institutions, reviewing virtually all of the leading venture capital and buyout funds that are raised each year. As a result, our attorneys have developed a deep understanding of the marketplace and the terms and conditions of fund agreements. 12

15 Our Firm Approach Weil has been an active player in the private equity industry since its inception, advising on several matters that helped to create today s leading private equity firms. As such, the Firm has a unique and well-honed perspective on how private equity has developed over the years. With approximately 1,100 lawyers in 20 offices around the world, Weil operates according to the one firm principle, allowing us to bring the right mix of firmwide skill and localmarket presence to deliver the coordinated legal advice necessary to help our clients achieve their sophisticated goals and objectives. We are Weil Boston. For more information on our Boston office, please contact: Megan Farias Office Administrator Boston megan.farias@weil.com Weil Boston 100 Federal Street, 34th Floor Boston, MA tel These materials may contain attorney advertising. Prior results do not guarantee a similar outcome. Copyright 2015 by Weil, Gotshal & Manges LLP

16 weil.com BEIJING BOSTON BUDAPEST DALLAS DUBAI FRANKFURT HONG KONG HOUSTON LONDON MIAMI MUNICH NEW YORK PARIS PRAGUE PRINCETON PROVIDENCE SHANGHAI SILICON VALLEY WARSAW WASHINGTON, DC Weil, Gotshal & Manges LLP