Nick Ramphal 

Special Counsel – New York
T.+1 212 504 6049
nick.ramphal@cwt.com
200 Liberty Street
New York, NY 10281 V-CARD

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.

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. In addition, he holds a Ph.D. in public policy and economics from the RAND Corporation.

Some of Nick’s recent representations include:

Public Company Transactions:

  • Corindus Vascular Robotics in its pending $1.1 billion acquisition by Siemens Healthineers AG
  • 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

  • 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

  • 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/Activism

  • 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 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

  • Majority shareholder and founder of Danaos Corporation, a Greece domiciled NYSE-listed shipping company, in a comprehensive, out-of-court restructuring with the company'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

  • 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

Practice Areas

Admissions

  • New York

Education

  • Harvard Law School
    LL.M.
  • University of KwaZulu-Natal
    LL.B., summa cum laude

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