Lou R. Kling
Mergers and Acquisitions, Leveraged Buyouts and Corporate Securities
Lou R. Kling has extensive experience in mergers and acquisitions of public and private companies, subsidiaries and divisions, including negotiated and contested acquisitions, leveraged buyouts and recapitalizations. He also has represented borrowers, issuers, underwriters and lenders in a broad spectrum of financing transactions.
Mr. Kling is co-chair of the firm’s Opinion Committee and served from 2002-2013 as a member of the Policy Committee, the firm’s top governing body, and as chairman of the Financial Oversight and Audit Committee. He is a co-author of a leading treatise on acquisitions, Negotiated Acquisitions of Companies, Subsidiaries and Divisions, and an adjunct professor of law at the University of Virginia and Cornell University.
Some transactions Mr. Kling has handled include representing:
Express Scripts, Inc. in its:
- 29.1 billion acquisition of Medco Health Solutions, Inc. The Am Law Daily selected Mr. Kling as a “Dealmaker of the Week” for his role on this transaction. This deal also was recognized in the 2012 Financial Times “US Innovative Lawyers” report;
- proposed, but terminated, $25 billion hostile exchange offer and proxy fight for Caremark; and
- $4.675 billion acquisition of WellPoint Inc.’s NextRx subsidiaries;
E. I. du Pont de Nemours and Company in:
- its highly publicized proxy contest with activist investor Trian and its founder, Nelson Peltz;
- the tax-free spin-off of its performance chemicals business into a separate, publicly traded company;
- its $4.9 billion sale of DuPont Performance Coatings to The Carlyle Group;
- its $7.4 billion acquisition of Danisco, one of Denmark’s largest companies;
- its $8 billion divestiture of its pharmaceutical operations to Bristol-Myers;
- its $10 billion acquisition of Pioneer Hi-Bred International; and
- its $15 billion divestiture of Conoco;
News Corporation (now renamed 21st Century Fox) in its:
- $80 billion unsolicited proposed, but terminated, acquisition of Time Warner;
- $12 billion spin-off of its newspapers, information services and certain other operations;
- $11.5 billion proposed, but terminated, acquisition of the remaining stake it did not already own in British Sky Broadcasting Group plc;
- $5.6 billion acquisition of Dow Jones; and
- $11 billion buyback of its stock from Liberty Media in exchange for cash, several regional sports networks and a controlling interest in DIRECTV;
- NDS Group Ltd. and its owners, Permira Funds and News Corporation, in its $5 billion sale to Cisco Systems, Inc.;
- Apax Partners in its $1.6 billion leveraged buyout of Tommy Hilfiger;
- Goldman Sachs Private Equity, Kelso & Company and others in their $3.7 billion leveraged buyout of Adesa;
- Ford Motor Company in its $10 billion recapitalization;
- Universal Computer Systems Inc. in its $2.8 billion leveraged acquisition of The Reynolds & Reynolds Company;
- Woodside Petroleum in its $1.2 billion hostile tender offer and proxy fight for Energy Partners;
- Warner-Lambert in its proposed (but unsuccessful) $72 billion merger of equals with American Home Products and in its $90 billion acquisition by Pfizer;
- McDonnell Douglas in its $13.3 billion merger with Boeing; and
- Kelso & Company in numerous leveraged buyouts and recapitalizations.
Mr. Kling has advised financial advisors in significant transactions, including Goldman Sachs, Credit Suisse, Merrill Lynch, Morgan Stanley and Wasserstein Perella. He also has represented issuers and underwriters in financings aggregating in the tens of billions of dollars. In addition, he helped pioneer the use of exchange offers in lieu of shelf registrations following private placements, as well as the development of the structures currently used in debt tender offers coupled with consent solicitations.
Mr. Kling has participated in numerous seminars and lectured on mergers and acquisitions and related topics before various audiences, including “in-house” groups at Goldman Sachs, Morgan Stanley, Merrill Lynch, Credit Suisse, Bear Stearns and Wasserstein Perella.
Mr. Kling has been included in Euromoney’s listing of the leading M&A lawyers in the world and repeatedly has been recognized as a leading lawyer in corporate and M&A transactions by Chambers Global and Chambers USA, where he consistently has been one of a small number of attorneys ranked in the top tier in New York. He also has been listed in The Best Lawyers in America, The Legal 500 U.S., Lawdragon 500 Leading Lawyers in America, IFLR1000 and Who's Who Legal — M&A.
J.D., New York University, 1977 (Order of the Coif; New York University Law Review)
M.A., Mathematics, University of Illinois, 1974
B.A., New York University, 1973 (magna cum laude; Phi Beta Kappa)