Eileen T. Nugent is a mergers and acquisitions partner who has worked on a wide variety of acquisitions and dispositions of companies, subsidiaries and divisions, both public and private, hostile and negotiated, in the United States and around the world.  A significant number of these transactions have been leveraged buyouts (LBO), and she is co-head of the firm’s Private Equity Group.  Ms. Nugent has represented a full range of transactional parties, including buyers, sellers, controlling stakeholders, boards of directors and special committees, LBO organizers and management teams, as well as investment bankers and various financing sources.  She has worked on numerous recapitalizations and other “reverse LBO” transactions, such as initial public offerings, and is one of the firm’s leading practitioners in the field of M&A and restructuring of financially distressed companies.  The breadth of her experience has resulted in her being increasingly regarded as a senior legal, business and strategic advisor to her clients, particularly in the areas of corporate governance and conflict-of-interest situations, including dealing with significant stockholders.

Selected recent public company transactions include her representation of:

• Warner-Lambert Company in its planned $85 billion merger-of-equals with American Home Products Corporation and its ultimate acquisition by Pfizer Inc.;
  
  
• AMC Entertainment, Inc. in its $2 billion sale to J.P. Morgan Partners and Apollo Partners Limited;
  
  
• Marathon Fund in its proposed acquisition of Shopko Stores, Inc.;
  
  
• Donna Karan in the sale of Ms. Karan’s company and Donna Karan International Inc. to LVMH, S.A.;
  
  
• Saks Fifth Avenue in its sale to Proffitt’s Inc.;
  
  
• Kelso & Company in its acquisition of Endo Pharmaceuticals Holdings Inc. from E. I. du Pont de Nemours and Company and Endo in its subsequent merger with Algos Pharmaceutical Corporation; and
  
  
• Martin Marietta Corporation’s proposed acquisition of Grumman Corporation.

Ms. Nugent plays an ongoing role in advising several of these and other public companies in matters relating to financial disclosure and regulation, corporate governance and other matters.

Private company transactions on which she has worked represent a broad array of situations, with a concentration on highly leveraged companies.  Ms. Nugent has represented:

• Allied Domecq plc in its acquisition of the Malibu rum brand from Seagram’s and a dispute relating to the Captain Morgan rum brand;
  
  
• Deloitte & Touche in its planned management buyout of its consulting group;
  
  
• DLJ Merchant Banking Partners III, L.P. in its proposed equity investment in Trump Hotels & Casino Resorts, Inc. for $2.3 billion;
  
  
• Trimaran Capital Partners, LLC in its acquisition of El Pollo Loco, Inc., a fast food restaurant chain, from American Securities Capital Partners, L.P.;
  
  
• Trimaran Fund in its acquisition of the Fortunoff’s stores;
  
  
• DST Systems in its acquisition of the Health Plans Solutions unit from Computer Sciences Corporation and its sale of its Innovis unit to Amdocs Ltd.;
  
  
• Management group in the LBO of Euramax International by Goldman Sachs private equity fund;
  
  
• BTR plc in the sale of its glass and plastic packaging business to Owens Illinois, Inc.;
  
  
• Forte plc in its sale of Travelodge Hotels, Inc. to Cendant Corporation; and
  
  
• SmithKline Beecham plc in its acquisition of the OTC operations of Sterling Winthrop, Inc. from Eastman Kodak Company, its sale of Sterling’s North American OTC business to Bayer AG and the sale of its animal health business to Pfizer Inc.

Ms. Nugent is a frequent lecturer and panelist at the Practising Law Institute, ALI-ABA and other M&A seminars, plays a key role in the planning and presentation of the annual Tulane M&A Institute and has published articles on a wide variety of M&A-related legal topics.  She has taught selected M&A classes at Harvard and New York University law schools.  She is a co-author of a well-known two-volume treatise entitled Negotiated Acquisitions of Companies, Subsidiaries and Divisions.

Ms. Nugent has been recognized in Chambers Global: The World’s Leading Lawyers for Business for her work in M&A and private equity, Chambers USA: America’s Leading Lawyers for Business, The International Who’s Who of Corporate Governance Lawyers and The Best Lawyers in America.

Lectures and Panels

• Annual Tulane M&A Institute, frequent lecturer and panelist
• Practising Law Institute, ALI-ABA and other groups
• Selected M&A classes, Harvard and New York University law schools