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Derek M. Winokur

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Derek M. Winokur Derek M. Winokur Partner New York | Three Bryant Park, 1095 Avenue of the Americas, New York, NY, United States of America 10036-6797 T +1 212 698 3860 | F +1 212 698 3599 [email protected] Services Corporate > Corporate Governance > Fintech > Health Care > Mergers and Acquisitions > Private Equity > Derek M. Winokur represents private equity sponsors, strategic buyers and sellers, special committees, majority shareholders, investment banks and company management in public and private mergers and acquisitions both domestically and internationally. As a result of Mr. Winokur’ s diverse client base, he is familiar with the pressure points of all deal parties in negotiations and works with clients to help anticipate and resolve issues. In addition, Mr. Winokur represents companies in connection with more general corporate matters, including public reporting obligations, recapitalizations, buybacks, reforming corporate governance, and capital market transactions. Mr. Winokur’s experience spans a wide range of industries, including technology, telecom, pharmaceuticals and manufacturing. Mr. Winokur is listed as a recommended lawyer for M&A and private equity buyouts by The Legal 500 (U.S.), a legal directory that recognized him as “super smart, super hardworking,” who “'presents savvy negotiating tactics and superior M&A technical advice’ and ‘knows how to manage a relationship to ensure win-win outcomes,’” and for being “an outstanding attorney who possesses the ability to understand complex business issues and successfully negotiate resolutions in a timely manner.” He has also been recognized as a leading lawyer for Corporate /M&A in New York by legal directory Chambers USA, where he has been cited as “responsive, quick, balanced and easy to deal with” and adept at “weighing up business and legal risks.” In addition, Mr. Winokur was recognized in 2008 as one of the “10 Rising Stars of Private Equity and M&A Law” by Institutional Investor and recently named as a "Notable Practitioner" by IFLR1000 for M&A and private equity in the United States. Mr. Winokur also has extensive experience advising both corporations and dissident shareholders in contests for corporate control. For instance, he advised Special Situations Partners and the shareholder group of Iridian Asset Management and Franklin Mutual Advisers in their respective successful proxy fights for ICN Pharmaceuticals, and represented PeopleSoft in responding to Oracle’s unsolicited tender offer and threatened proxy fight. More recently, Mr. Winokur represented a group of shareholders of USA Technologies, Inc. (USAT), who called themselves the “Shareholder Advocates for Value Enhancement” (SAVE), in a proxy contest that settled and resulted in USAT agreeing to: seat two of SAVE’s three director nominees; seat a third nominee if certain metrics were not achieved; implement a number of shareholder-friendly governance changes; and cover all of SAVE’s out-of-pocket expenses. EXPERIENCE Mr. Winokur advises private equity sponsors at all phases of the investment life cycle: structuring and negotiating investments in companies, representing portfolio companies in add-on financings and transactions and advising on liquidity events that optimize returns. One Equity Partners in its investment by one of its affiliates in Computer Design and Integration, LLC, a leading provider of IT infrastructure hardware and software, consulting and managed services. One Equity Partners in its US$315 million carve-out acquisition of Anvil International, a leading North American manufacturer of high quality pipe fitting and system components from Mueller Water Products, and subsequent merger of Anvil International with Smith-Cooper International. Sterling Investment Partners in its acquisition of Power Stop, LLC, an auto parts and equipment company, and its subsequent sale of Power Stop to TSG Consumer Partners. One Equity Partners on its sale of PeroxyChem to Evonik Industries AG (FRA: EVK), a German-based publicly traded global specialty chemicals company, for US$640 million. Bruckmann, Rosser, Sherrill & Co. in its acquisition of Eos Fitness Holdings, LLC, a fitness club chain operating 16 locations in Phoenix, Las Vegas and Southern California. One Equity Partners in its acquisition of Ernest Health Holdings from Guiding Health Management Group and Medical Properties Trust, and the related acquisition of several additional rehabilitation hospitals and/or greenfield hospitals under development from Vibra HealthCare on behalf of Ernest Health. Sterling Investment Partners in its sale of Lazer Spot Inc., a provider of third-party yard management services, to Greenbriar Equity Group LLC. One Equity Partners in its US$1.1 billion take private of MModal, Inc., a Nasdaq- listed provider of clinical documentation services and Speech Understanding™ solutions, and related tender offer and financing. Sterling Investment Partners in the sale of Service Logic, the largest provider of aftermarket maintenance, repair and replacement services for commercial HVAC equipment, to affiliates of private equity firm Warburg Pincus. Financial Partners Fund, a unit of Napier Partners, in a variety of investments. One Equity Partners in its US$470 million take private of APAC Customer Services, Inc., a Nasdaq-listed business process outsourcing (BPO) company, and the subsequent merger of NCO Group, Inc., another BPO and portfolio company of One Equity Partners, with APAC, and related US$1 billion refinancing. Mr. Winokur also advises various corporate clients and investment banks in connection with mergers and acquisitions as well as debt and equity capital markets transactions. ECN Capital Corp. (TSX: ECN), in the sale of its U.S. based commercial and vendor finance business to PNC Bank for approximately US$1.25 billion in cash. Monster Worldwide Inc., a publicly traded global online employment solution company, in its US$429 million sale to an affiliate of Randstad Holding nv. The special committee of Steiner Leisure Limited, a publicly traded global provider of spa services and operations, in its US$925 million going-private acquisition by Catterton. EGS Holdings, Inc., a global customer service organization, in its business combination with Alorica Inc., creating, at US$2.4 billion, the largest customer experience business process outsourcer servicing the U.S., and third largest globally. CIFC LLC, a publicly traded U.S. debt investment manager, in its US$333 million going private sale to an affiliate of F.A.B. Partners. Town Sports International, a leading owner and operator of health clubs operating under the brand names "New York Sports Clubs," "Boston Sports Clubs," "Washington Sports Clubs", "Philadelphia Sports Clubs" and "BFX Studio", in a variety of matters, including issuance of a poison pill and the settlement of a proxy contest with PW Partners Atlas Funds and HG Vora Capital Management. Bénéteau, SA, a France-based boat manufacturer, in its acquisition of US-based Rec Boat Holdings, LLC from Platinum Equity Group. Buckeye Technologies Inc., a publicly-traded manufacturer and marketer of specialty fibers and nonwoven materials made from wood and cotton, in its US$1.5 billion sale to Georgia-Pacific LLC. Union Square Hospitality Group (USHG) in private equity firm Leonard Green & Partners’ equity investment in USHG. Griffon Corporation, a diversified holding company, in its US$542 million acquisition of Ames True Temper, Inc. from Castle Harlan, its US$240 million rights offering and a related acquisition of a minority stake in the company by Goldman Sachs Group Inc., and its US$550 million Rule 144A/Reg S offering of Senior Notes. H&E Equipment Services, Inc., a heavy construction and industrial equipment services company, in its proposed (and ultimately terminated) acquisition of Neff Corporation (NYSE: NEFF) for approximately US$1.2 billion, as well as its US$530 million Rule 144A/Reg S offering of Senior Unsecured Notes and its US$100 million unregistered offering of Senior Notes. Monster Worldwide, a global online employment solution company, in its acquisitions of Affinity Labs Inc. and Trovix, Inc. Evolution Benefits Inc., a healthcare payments technology company, in a variety of strategic transactions followed by the sale of the company to private equity firm Genstar Capital LLC. EDUCATION University of Pennsylvania Law School, J.D., magna cum laude, Order of the Coif, Articles Editor of the University of Pennsylvania Law Review Cornell University, B.A. ADMISSIONS New York SPEAKING ENGAGEMENTS FCPA Issues in Deals Today — Deal Lawyers, (May 07, 2013) Corruption and Bribery: Identifying and Minimizing Risks from the Use of Intermediaries —Association of Corporate Counsel Greater New York Chapter, New York, NY (May 1, 2012) U.S. Rights Offerings: A Creative Way to Raise and Deploy Capital in a Dysfunctional Market — Dechert LLP, New York, NY (April, 21, 2009) Deal Protections —Practising Law Institute/ Mergers & Acquisitions 2009: Trends and Developments, New York, NY (January 22, 2009) MAC Clauses: All the Rage — Dechert LLP, New York, NY (February 21, 2008) Deal Protection Measures in Public M&A —PLI's Mergers & Acquisitions 2008: Trends and Developments, New York, NY (January 23, 2008).
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