Lorenzo Borgogni

Lorenzo Borgogni

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)