Mergers & Acquisitions
Harvard Law School - LL.M.
RAND Corporation - Ph.D.
University of KwaZulu-Natal - LL.B., summa cum laude
Nick Ramphal’s practice focuses on U.S. and cross-border acquisitions, leveraged buyouts, takeover and defense preparedness and proxy contests, as well as corporate governance, securities, corporate finance and general corporate representation. He regularly advises a broad array of clients, including public and private companies, private equity firms, financial institutions and investment funds, in some of their most significant and complex transactions. Nick’s experience covers a wide spectrum of industries, including financial services, technology, healthcare, asset management, education, insurance, media, resources and energy, manufacturing, and food and beverage.
Nick was included in the 2024 edition of the Best Lawyers: Ones to Watch® in America for his work in M&A and corporate law. In 2023, IFLR1000 recognized Nick as a “Rising Star” in M&A and private equity. He also serves as a member of the Firm’s Hiring Committee.
He holds a LL.M. in corporate law from Harvard Law School, where he was a Harvard-South Africa fellow, and received his LL.B., summa cum laude, from the University of KwaZulu-Natal in South Africa.
He was awarded a Ph.D. in public policy and economics from the Pardee RAND Graduate School (which is associated with the RAND Corporation) where he currently serves on the Board of Governors, and from which he also recently received the Distinguished Alumni Award.
Some of Nick’s recent representations include:
Public Company Transactions:
- The largest shareholder in LendingClub Corporation, a NYSE-listed company, in the share exchange of its voting common stock for registered, non-voting preferred stock of LendingClub and in connection with LendingClub’s stock and cash merger with Radius Bank, which was the first acquisition by a FinTech lender of a traditional bank.
- Corindus Vascular Robotics in its $1.1 billion acquisition by Siemens Healthineers AG.
- Medley Management Inc. in connection with its three-way merger with Sierra Income Corporation and Medley Capital Corporation.
- Liberty Global plc, a UK domiciled and Nasdaq-listed company, in its $9.3 billion split-off of its Bermuda subsidiary, Liberty Latin America.
- The independent directors of Quintiles Transnational Holdings in its $17.6 billion “merger of equals” with IMS Health Holdings.
- The board of directors of Newell Rubbermaid its $15.4 billion stock and cash merger with Jarden Corporation.
- AXIS Capital in connection with its announced $11 billion all-stock “merger of equals” with PartnerRe to create a global insurer and reinsurer, and in its subsequent defense of the transaction from a hostile suitor.
- eBay in its $2.4 billion acquisition of GSI Commerce and its simultaneous divestiture of certain business units of GSI Commerce to NRG Commerce in a transaction valued at $498 million.
Private Equity Representations
Underline Infrastructure, a community infrastructure platform that provides U.S. communities with open access fiber network, in a strategic investment and a joint venture arrangement led by Ares Management’s Infrastructure Opportunities.
ZX Ventures, the venture capital affiliate of Anheuser-Busch InBev, in the sale of its major stake in Five Drinks Co. in connection with the stock merger between Five Drinks and Better Drinks, a beverage group with several leading brands in Brazil.
- Apollo Global Management in its $2.4 billion carve-out acquisition of McGraw-Hill Education from The McGraw-Hill Companies.
- Apax Partners in its $1.7 billion acquisition of AssuredPartners, a leading insurance brokerage firm, from GTCR.
- KKR in the acquisition of a significant minority stake in Arbor Pharmaceuticals, in a transaction that valued the target at more than $1 billion.
- Alinda Capital Partners in its $2.1 billion sale of Houston Fuel Oil Terminal Co., a terminal located on the Houston Ship Channel, to SemGroup for consideration consisting of cash and common shares of SemGroup.
- MatlinPatterson Global Advisers in its PIPE acquisition of a 70% stake in Flagstar Bancorp, a publicly traded Michigan bank.
- Blackstone and The Berry Company in the acquisition of certain international businesses of mGage Holdings.
- Wellspring Capital Management in the $445 million sale of Omni Energy Corporation to Gibson Energy.
- Ontario Teachers’ Pension Plan Board in its acquisition of Aquilex Holdings, an energy services company, from Harvest Partners.
- Diamond Castle Partners in the sale of Bonten Media Group (comprising 14 television stations nationally) to Sinclair Broadcast Group.
- Kohlberg Partners in its acquisition of Home Décor Companies from Linsalata Capital.
- Aquiline Capital Partners in its acquisition of Conning & Company, a division of Swiss Re.
Private Company Transactions
- BOLD, a technology company specializing in providing products and support for the career industry, in its acquisition of Resume Companion, including substantially all of the intellectual property and other assets associated with the business.
- Warner Music Group in its cross-border acquisition of E.M.P. Merchandising, a leading European specialty music and entertainment retailer, from Sycamore Partners.
- Intercontinental Exchange, the owner and operator of the NYSE, in its acquisitions of (i) the Chicago Stock Exchange, a full-service national securities exchange; (ii) TheDebtCenter, a fixed income market alternative trading system; and (iii) the assets of the BondPoint business, a provider of electronic fixed income trading solutions, from Virtu Financial.
- McGraw-Hill Education, a portfolio company of Apollo Global Management, in its acquisition of (i) Engrade, an online learning management and assessment platform; (ii) Area9 ApS, a Danish adaptive learning software company; and (iii) ALEKS, a web-based, artificially intelligent assessment and learning system.
- Barry Callebaut AG in its acquisition of the assets of the ingredients business of Gertrude Hawk Chocolates.
- Havas Worldwide in its acquisition of a majority stake in Victors & Spoils.
- Dell in its acquisition of Wyse International.
- eBay in its acquisition of Appchee Applications, a private Israeli social commerce platform.
- salesforce, inc. in its acquisition of (i) Confidato Securities Solutions, a private Israeli encryption technology company; and (ii) Zorap, an online communication service.
- Opera Software, a Norwegian company, in its acquisition of Mobile Theory.
- Wilton Brands, a portfolio company of TowerBrook Capital, in its acquisition of Conso International, a leading manufacturer of home decor and crafts.
Proxy Contests and Activism Defense
- Politan Capital Management in its proxy contest with Masimo Corporation and successful effort to add two new directors, including Politan’s Managing Partner and Chief Investment Officer Quentin Koffey, to the company’s board.
- Veris Residential, Inc. in its response to, and entry into a cooperation agreement with, Madison International Realty.
- Veris Residential, Inc. in response to an unsolicited takeover bid by Kushner Companies.
- Pacific Point Wealth Management in its agreement with C.H. Robinson Worldwide, Inc. to appoint two directors to the company's board.
- Bow Street LLC in its successful proxy contest to replace the entire board of directors of Mack-Cali Realty Corporation, a NYSE-listed REIT that owns, manages, and develops premier office and multifamily properties.
- Medley Capital Corporation in connection with the defense of its three-way merger with Sierra Income Corporation and Medley Management Inc., including litigation in the Delaware Court of Chancery, a proxy contest and a settlement agreement.
- Sachem Head Capital Management in its proxy contest with Eagle Materials Inc. and Eagle’s plan to separate its Heavy Materials and Light Materials businesses into two independent, publicly traded corporations by means of a tax-free spinoff to Eagle shareholders.
- The board of directors of Walter Investment in connection with its adoption of a stockholder rights plan and in subsequent negotiations and settlement agreements reached with two shareholder activists.
- D.E. Shaw in connection with its activist investment in Orient-Express Hotels, including a proxy solicitation and related litigation.
Financial Advisor Representations
- Evercore, as financial advisor to AIG, in connection with AIG’s sale of Ascot Underwriting Holdings and its syndicate funding subsidiary to the Canadian Pension Plan Investment Board in a transaction valued at $1.1 billion.
- Centerview Partners, as financial advisor to (i) Sanderson Farms in its acquisition by Cargill and Continental Grain Company in a cash merger valued at $4.5 billion; and (ii) Hubbell Incorporated, in Hubbell’s reclassification of its common stock to eliminate its dual class structure.
- Goldman Sachs, as financial advisor to Abraxis BioScience, in connection with Abraxis BioScience’s acquisition by Celgene in a cash and stock merger valued at $2.9 billion.
Asset Management and Investment Management
- Citigroup in the sale of the $34 billion asset management business of Citibanamex (Mexico) to BlackRock, including Citibanamex’s concurrent entry into a joint venture with BlackRock covering retail distribution of asset management products.
- First Reserve in connection with its announced “structured secondary” recapitalization of its Fund XI interests to an investor group led by Pantheon Ventures and Intermediate Capital Group.
- Delaware Investments in its “management lift out” joint venture with Jackson Square Partners.
- Legg Mason in connection with the adoption of management equity plans at its affiliated investment managers ClearBridge Investments and Royce & Associates.
Restructurings and Workouts
- Kingsland Holdings (in partnership with United Airlines) in its judicially sanctioned share foreclosure and assumption of control of Avianca Airlines, Latin America’s second largest airline, following Avianca’s default on a convertible note issued to United, and the subsequent restructuring and $250 million recapitalization of Avianca.
- Majority shareholder and founder of Danaos Corporation, a Greece domiciled NYSE-listed shipping company, in a comprehensive, out-of-court restructuringwith thecompany's lenders of the company’s balance sheet and capital structure, pursuant to which the lenders received 47.5% of the company’s common stock in exchange for debt write-downs and other modifications to the company’s credit profile.
- Commerzbank AG in a joint venture transaction with Goldman Sachs involving a balance sheet restructuring of Commerzbank.
Capital Markets and Credit Financing
- The Howard Hughes Corporation, which owns, manages and develops commercial, residential and mixed-use real estate nationally, in (i) its cash tender offer and consent solicitation for $1 billion of its 5.357% senior notes; (ii) its private offering under Rule 144A/Reg S of $650 million aggregate principal amount of 4.125% senior notes and $650 million aggregate principal amount of 4.375% senior notes; (iii) its private offering under Rule 144A/Reg S of $750 million aggregate principal amount of 5.375% senior notes; (iv) an underwritten public offering of its common stock resulting in aggregate proceeds of approximately $600 million; and (v) securing, and subsequently extending, bridge loan financing of approximately $344 million in connection with the company’s $565 million acquisition of two office towers and other real estate located in The Woodlands, TX.
- AIG in connection with its issuance of $31.5 billion in Euro Medium Term Notes.
- Underwriters in M&T Bank’s issuance of $400 million of Subordinated Notes.
- Omnicare in its repurchase, via a “self-tender offer”, of up to $525 million of its 3.25% Convertible Senior Debentures.
- Wachovia Corporation in its issuance of $4.025 billion of its common stock and $4.025 billion of its 7.50% Non-Cumulative Perpetual Convertible Preferred Stock.
- Underwriters in Wachovia Corporation’s issuance of $3.5 billion Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock.
- UIL Holdings in financing its acquisition of certain subsidiaries of Iberdrola USA (via the establishment of new credit facilities and a notes issuance).
- Aquilex Holdings in connection with the refinancing of its $235 million revolving credit and term loan facilities.