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Lorenzo Borgogni

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Lorenzo Borgogni

Partner
 
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, New York  10019-6092
(New York Co.)

Telephone: +1 212 259 7406
Fax: +1 212 259 6333
http://www.dl.com



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Experience & Credentials
 


Practice AreasCorporate; Mergers and Acquisitions
 
EducationUniversity of Florence Faculty of Law, J.D., summa cum laude, 1990; Columbia University Law School, LL.M., 1992 Harlan Fiske Stone Scholar; Columbia University Law School, J.D., 1996 Kent Scholar
 
Admitted1994, Italy; 1996, New York
 
MembershipsAssociation of the Bar of the City of New York.

 
LanguagesItalian
 
Biography

Lorenzo Borgogni has extensive experience representing both public and private companies in mergers and acquisitions transactions.

His experience includes cash and stock-for-stock mergers, tender offers, auctions, stock and asset purchases, divestitures, joint ventures and going-private transactions. Mr. Borgogni also advises companies on corporate governance, takeover defense and contested election matters.

Prior to joining Dewey & LeBoeuf, Mr. Borgogni worked in the M&A Group for two leading international law firms.

Representative Matters

Mergers & Acquisitions/Private Equity

· CKX, Inc.(NASDAQ: CKXE): sale/management buyout (going private - approx. $1.3 billion);

· CNL Retirement Properties, Inc.: sale to Health Care Property Investors, Inc. (cash and stock merger - approx. $5.2 billion);

· Duferco Group: $1.6 billion joint venture with Novolipetsk Steel (LSE: NLMK) to hold interests in 22 companies (previously owned by Duferco) engaged in steel production and distribution in Europe and the United States;

· Security Capital Group Incorporated: acquisition of Storage USA, Inc. (going private - approx. $1.8 billion);

· Arvin Industries, Inc.: merger of equals with Meritor Automotive, Inc. (approx. $1.4 billion);

· Packard BioScience Company: sale to PerkinElmer, Inc. (stock merger - approx. $650 million);

· Hussmann International, Inc.: sale to Ingersoll-Rand Co. (cash tender offer - approx. $1.8 billion);

· Hercules Incorporated: sale of BetzDearborn/water treatment business to GE Specialty Materials (approx. $1.8 billion);

· Rothschild, Inc.: acquisition by Luxottica SpA of Sunglass Hut International (cash tender offer - approx. $650 million);

· Two major stockholders in connection with the acquisition of Westport Resources Corporation by Kerr-McGee Corporation (stock merger - approx. $3.4 billion);

· AT&T Wireless: acquisition of wireless telephone systems in Houston, San Diego and San Francisco from PrimeCo PCS, GTE Corporation and Vodafone AirTouch plc, respectively (asset purchases - approx. $3.3 billion);

· Jefferson Smurfit Group plc: sale to Madison Dearborn Partners (tender offer/ MBO-going private/spin-off - approx. $3.7 billion);

· Morgan Stanley & Co., Incorporated: restructuring of V2 Music (Holdings) Limited, a Virgin Group company; lead investor in a Series C convertible preferred investment in a private finance company; miscellaneous stock and asset purchases;

· Bracco Imaging S.p.A.: purchase of E-Z-EM, Inc. (Nadaq:EZEM) (cash merger - approx. $240 million);

· BravoSolution S.p.A.: purchase of Verticalnet. Inc. (Nasdaq: VERT) (cash merger);

· Italcementi S.p.A./Essroc Cement Corp: purchase of Arrow Concrete Company's business (stock and asset purchase) and of Crider & Shockey (stock and asset purchase);

· Bracco AMT, Inc.: convertible preferred investment in HLT, Inc. with option to purchase;

· Fontana Finanziaria S.p.A.: purchase of large-diameter industrial fastener business of Lake Erie Products from TriMas Corporation (asset purchase);

· New Mountain Capital, LLC (NMC): acquisition of control of Strayer Education, Inc. ($180 million cash self tender and issuance to NMC and other investors of $150 million convertible preferred stock);

· H.I.G. Capital, LLC: acquisition of a controlling interest in Westaff, Inc. (NASDAQ: WSTF);

· Trigon Healthcare, Inc.: sale to Anthem, Inc. (stock and cash merger - approx. $4 billion);

· Kellogg Company: acquisition of Keebler Foods from Flowers Industries, Inc. (cash merger/spin-off approx. $4.4 billion);

· Publicis SA: acquisition of Fallon Group, Inc.;

· The St. Paul Companies, Inc.: sale of US personal lines insurance business to Metropolitan Property and Casualty Insurance Company (asset sale - approx. $600 million);

· Popular, Inc.: purchase of minority interest in Puerto Rico Telephone Company (PRTC) in connection with its privatization (through the sale of a majority interest to GTE Corporation - approx. $1.9 billion);

· TI Group/Bundy Corporation: acquisition of S&H Fabricating and Engineering, Inc. (stock purchase - approx. $350 million);

· The Toa Fire and Marine Reinsurance Company, Ltd.: acquisition of The Mercantile and General Reinsurance Company of America from Swiss Reinsurance Company (stock purchase - approx.$200 million);

· Western Resources Inc.: purchase of 40 percent interest in Paradigm Direct Inc.;

· Hercules Incorporated: 2003 proxy contest with Hercules Shareholders' Committee for New Management; and 2001 proxy contest with International Specialty Products Inc.;

· Criticare Systems, Inc. (AMEX: CMD): consent solicitation contest waged by dissident stockholder to replace incumbent Board;

· Emerging Vision, Inc. (aka Sterling Optical): proxy contest waged by dissident director/significant stockholder to replace incumbent Board;

· Perry Ellis International, Inc.: acquisition of substantially all of the assets of Tropical Sportswear International Corporation for $85 million in cash in a Section 363 bankruptcy sale; and

· Atari, Inc.: representation of special committee of independent directors.

Securities (issuer representation)

· AT&T Corp.: AT&T Wireless tracking stock, $10.6 billion initial public offering;

· The Goldman Sachs Group, L.P.: $3.7 billion initial public offering;

· Franklin Bank Corp.: $154 million initial public offering;

· Packard BioScience Company: $110 million initial public offering;

· Alaska Communications Systems Group: $140 million initial public offering;

· City National Corp.: 144A offering of $225 million 5.125% senior notes due 2013 (and subsequent registered exchange);

· Unocal Corporation et al.: $1.2 billion universal shelf registration (debt, equity and trust preferred securities);

· Avon Products, Inc.: Rule 144A/Reg. S offering of $100 million senior notes (and subsequent registered exchange);

· UNUM Corporation: $250 million senior note shelf take-down;

· Big Flower Press Holdings, Inc.: Rule 144A offering of $250 million senior subordinated notes (and subsequent registered exchange);

· Big Flower Press Holdings, Inc.: cash repurchase of outstanding senior subordinated notes (and consent solicitations for amendments of related indentures); and

· Istituto Mobiliare Italiano SpA (IMI): privatization (offering of ADSs in the US - $224 million).

Securities (underwriters representation)

· Goldman, Sachs & Co.: AMF Bowling, Inc.'s $263 million initial public offering;

· Goldman, Sachs & Co.: registered offering by Lamar Advertising Company of $287.5 million (including shoe) 5.250% convertible notes due 2006;

· Salomon Brothers Inc: NEXTLINK Communications, Inc.'s $258 million initial public offering and simultaneous offering of $400 million senior notes;

· Credit Suisse First Boston/Donaldson, Lufkin & Jenrette: registered offering by Fresenius Medical Care AG of $415 million preference shares (including outside the United States in reliance on Reg. S) and $360 million trust preferred securities;

· Credit Suisse First Boston/Donaldson, Lufkin & Jenrette: Rule 144A/Reg. S offering by Fresenius Medical Care AG of $450 million trust preferred securities denominated in US Dollars in the US and DM 300 million denominated in Deutsche Marks in Germany;

· Credit Suisse First Boston: Rule 144A/Reg. S offering of $200 million cumulative preferred stock (exchangeable for subordinated exchange debentures) by American Radio Systems Corporation;

· Goldman, Sachs & Co.: AMF Bowling, Inc.'s Rule 144A offering of $1.125 billion (aggregate principal amount at maturity) zero coupon convertible debentures; and

· Goldman, Sachs & Co./Morgan Stanley & Co. Incorporated: proposed $3.5 billion spin-off/initial public offering of Tropicana Products, Inc. (eventually sold by Seagram to Pepsi).

Other

· AIG Combined Risks Ltd.: issuance by Lexington Insurance Company to the Board of Trade Clearing Corporation of a $100 million default insurance policy backed up by letters of credit issued by a syndicate of banks.

Selected Activities

· Member, Association of the Bar of the City of New York

Awards and Recognition

· Selected by Super Lawyers magazine (2006-2009)

 
ISLN910328287
 


 

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