Joshua Ayal

Freshfields is advising Cencora, Inc. (NYSE: COR) on its acquisition of Retina Consultants of America (RCA), a leading management services organization (MSO) of retina specialists, for cash, based on an enterprise value of approximately $4.6 billion. Certain stakeholders will retain a minority interest in RCA. After giving effect to the rollover, a cash capitalization of RCA that Cencora intends to make, and the payment of transaction fees and expenses, Cencora’s expected cash outlay at closing would be approximately $4.3 billion. At closing, Cencora expects to hold approximately 85% ownership in RCA. Cencora will potentially pay up to $500 million in aggregate contingent consideration, subject to the successful completion of certain predefined business objectives. Learn more about this transaction here. The Freshfields deal team is led by partners Damien Zoubek and Joshua Ayal and included associates Andrew James, Byron Patton, Gabe Carolan and Patrick Boldea. Partner Nicole Foster, senior associates Andrew Leeds and Jeffrey Anand and associate Jordan Riley advised on executive compensation matters. Partners Jan Rybnicek and Meghan Rissmiller, special counsel Charles Ramsey, senior associate Will Cooke and international associate Mariana Rosa advised on antitrust matters. Counsel Jeremiah Nelson and associate Casey Hagen advised on real estate matters. Partner Vinita Kailasanath and associate Shannon O’Hara advised on life sciences and intellectual property matters. Partners Steven Matays and Joe Soltis and senior associate Joshua Critchlow advised on tax matters and partners Pamela Marcogliese and Kyle Lakin, counsel Jeffrey Gould, associate Katherine Kim and law clerk Nora McDonnell advised on financing and capital markets matters.

Aug 11

1 min

Freshfields announced today that Nicole Cadman has joined the firm as a partner in Silicon Valley. Nicole was previously General Counsel at Y Combinator, the startup accelerator that has backed thousands of prominent companies, including Airbnb, Coinbase, DoorDash, Dropbox, Instacart, Reddit and Stripe. Nicole’s practice at Freshfields will focus on advising emerging companies and their founders across the corporate lifecycle, including on formation and governance, equity and debt financing, mergers and acquisitions and general corporate counseling. U.S. Managing Partner Sarah Solum said: “Nicole is a trusted advisor to leading emerging companies and their founders throughout the vast Y Combinator network, helping them navigate their greatest opportunities and challenges, as well as their day-to-day needs. We are thrilled that she chose to join Freshfields, which has become a destination for companies in the technology sector in Silicon Valley and around the world. Her experience and reputation will be invaluable to our clients and our continued growth in the U.S.” On joining the firm, Nicole noted: “Freshfields combines a preeminent global platform with forward-thinking lawyers who have a deep understanding of law, business and the regulatory landscape impacting the next generation of companies. I’m thrilled to be able to bring this to clients and continue my mission of providing companies a unique advantage as they grow.” This news is the latest in a series of curated strategic partner additions in the U.S. The Freshfields corporate team has expanded in Silicon Valley with the additions of private equity M&A partner Eva Mak and M&A partner Denny Kwon, and in New York with the additions of capital markets partners Chris DeCresce and Jackie Marino, tax partner Steven Matays, M&A partners Sanjay Murti, Steven Li, Joshua Ayal and private equity M&A partners Neal Reenan and Ian Bushner. Most recently, antitrust partner Kevin Yingling joined in Washington.

Sep 13

1 min

Freshfields announced today that Steven J. Matays has joined the firm’s tax practice in New York. Steven has over 20 years of experience representing clients on a wide range of complex U.S. and international tax matters. His practice has a particular emphasis on mergers and acquisitions, spin-offs and other divestitures, complex debt and equity offerings, corporate and partnership restructurings and joint ventures. U.S. Managing Partner Sarah Solum noted: “Steven has an outstanding reputation and is another top-notch addition to our U.S. transactional practice. He is known for his creative, business-oriented solutions, helping clients achieve their objectives in an appropriately tax efficient manner. His experience across a wide range of U.S. and international tax matters immediately enhances our capabilities.” Global Head of Tax Jill Gatehouse added: “Our Band 1 Global tax practice is renowned for its excellent technical ability, market-leading international credentials and commercial judgment.  As a high-profile tax partner with a strong technical reputation and experience with high value, complex transactions and strategic tax matters, Steven is the perfect fit to help us expand our offering in the U.S. His energy, experience and first-rate advisory skills, combined with an entrepreneurial attitude will be a huge benefit to us and our clients.” On joining Freshfields, Steven commented: “Freshfields is the firm to watch in the U.S. I’ve been impressed by how the firm has become a go-to outside counsel for the most important assignments of high-profile clients especially in M&A over the last few years. I’m excited to be a part of this vibrant team and I look forward to contributing to the next phase of growth.” Steven has been repeatedly selected for inclusion in Chambers USA: Americas’ Leading Lawyers for Business, Expert Guides’ Guide to the Worlds’ Leading Tax Advisers and The Legal 500. He was also previously named a 2019 Tax MVP by Law360. Steven is the latest partner to join Freshfields following M&A partners Denny Kwon in Silicon Valley last month and Sanjay Murti, Steven Li and Joshua Ayal in New York, as well as private equity M&A partners Neal Reenan and Ian Bushner and capital markets partner Jackie Marino in New York earlier this year.

Jun 27

2 min

Covetrus has agreed to merge with MWI Animal Health, a unit of fellow animal health technology company Cencora, in a deal that values MWI at an enterprise value of $3.5 billion, according to an announcement from the companies Wednesday. Debevoise & Plimpton LLP and Latham & Watkins LLP are advising Portland, Maine-based Covetrus, while Freshfields LLP is representing Conshohocken, Pennsylvania-based Cencora. Under the agreement, Cencora will receive $1.25 billion in upfront cash, $800 million in preferred equity and $1.45 billion in common equity in the combined company. Cencora will end up with a 34.3% noncontrolling common equity stake in the combined company. The companies said the combined business will aim to improve access to animal health products, drive operational efficiencies for veterinary practices and support innovation across the sector. Covetrus CEO Ben Wolin said the combination will expand the company's ability to serve veterinary practices and animal health customers. "By bringing MWI's strong distribution capabilities and expertise to our business, we can offer more solutions to more customers, improve logistics, create savings and develop innovative new ways to support the animal health ecosystem," Wolin said in a statement. Cencora CEO Bob Mauch said the deal allows the company to focus on its core priorities while positioning MWI for future growth. He said the transaction "positions MWI for success with a partner strategically focused on and dedicated to animal health, while allowing Cencora to further invest in our key growth priorities." The transaction is subject to customary closing conditions, including regulatory approvals. The Freshfields team is led by M&A partners Damien Zoubek and Joshua Ayal. The Debevoise team is led by M&A partners Spencer Gilbert and Kevin Rinker. Information on the lead partners for Latham was not immediately available.

Feb 18

1 min