Kaye Scholer

Representative Matters — Mergers and Acquisitions

Recognized by Legal 500 US as a “respected” and “vastly experienced” mergers, acquisitions and buyouts lawyer, Mr. Cherney has represented buyers and sellers in many acquisitions and dispositions of companies in a variety of industries.

• Representation of a London-based private equity firm in its agreement to sell a leading provider in the career and talent development services sector.
  
  
• Representation of the Independent Committee of the Board of Directors of a leading provider of international seaborne crude oil transportation services in connection with a $200 million debt and equity investment by a global investment management corporation.
  
  
• Representation of a commercial and multifamily real estate debt servicer, and its majority owner, in its sale to funds managed by a leading global investment management firm.
  
  
• Representation of a leading designer and retailer of premium branded women’s contemporary apparel and accessories, in its sale to a premier clothing design and manufacturing company.
  
  
• Representation of a U.S. subsidiary of the pension fund for the Quebec government, in the sale of its 40% membership interest in an interstate natural gas transportation and storage company.
  
  
• Representation of a middle market private equity firm in a number of investments, including in a developer of enterprise software for government agencies.
  
  
• Representation of a private equity investment firm focusing on leveraged buyout transactions in various acquisitions and investments, including, most recently:
  
  
  • an agricultural, lawn and turf, and industrial machine drivetrain components maker;
  • manufacturer of corrugated pipe used in storm and sanitary sewer systems;
  • producer of high-grade sand products for industrial applications;
  • consolidator of cellular tower easements;
  • top tire recycling company;
  • mining equipment distributor;
  • steel bridge manufacturer;
  • supplier of broadcasting trucks and services to media companies; and
  • paper and fiber products manufacturer.
    
    
• Representation of privately-held data outsourcing and services company in its sale to leading provider of business information and professional services.
  
  
• Representation of a provider of Web-based technologies in the managed care industry, in its growth equity investment from a global private equity investment firm and a health care venture capital and growth equity firm.
  
  
• Representation of a leading media company and its subsidiaries in a number of transactions, including a joint venture with a world leader in advertising and marketing services covering television audience measurement businesses in over 30 countries and a joint venture with an international provider of Internet audience measurement and analysis.
  
  
• Representation of an Argentine national oil company in its $1.2 billion acquisition of an independent crude oil and natural gas exploration and production company by tender offer and merger.
  
  
• Representation of a leading U.S. independent oil and gas firm in its acquisition of U.S. oil and gas exploration, development, and production company.
  
  
• Representation of a luxury car manufacturer in its acquisition by a multinational automaker.

Representative Matters — Securities

Mr. Cherney has also represented both issuers and underwriters in public and private securities offerings of various kinds, including equity and high-yield debt offerings for both U.S. and international companies, and a number of SPAC offerings.

Equity Offerings

• International subsea contractor to the oil and gas industry
  
  
• Leading global designer, manufacturer and marketer of agricultural systems and solutions
  
  
• Leading provider of enterprise software solutions to the global oil and natural gas exploration and production industry
  
  
• Worldwide supplier of aftermarket maintenance spare and replacement parts
  
  
• One of the largest U.S. manufacturers and marketers of quality branded nutritional supplements
  
  
• Company that develops, manufactures, and sells commercial DNA sequencing systems that use genetic information to improve disease management

High-Yield Offerings

• Contemporary clothing retailer
  
  
• Leading manufacturer and distributor of consumer and personal products
  
  
• World's largest manufacturer and marketer of fitness equipment
  
  
• Manufacturer of automotive components, specializing in mechanical cables for gear shift, parking brakes, door handles and vehicle lighting

Representative Matters — Corporate Governance

Mr. Cherney has represented boards of directors and special committees in a number of corporate governance matters.

• Representation of the outside directors of a leading provider of international seaborne crude oil transportation services.
  
  
• Representation of the outside directors of an international ship owning company and shipping company.
  
  
• Representation of the outside directors of a resort casino.
  
  
• Representation of the outside directors of an independent oil and gas exploration and production company.
  
  
• Representation of the Special Committee of the Board of Directors of a company that produces, develops, and manufactures and distributes toy and toy-related company worldwide.
  
  
• Representation of the outside directors of a manufacturer of stationary lead acid and nickel cadmium batteries.