合伙人
Co-leader of Mergers & Acquisitions
William R. Kucera
合并及收购, 公司及证券, 保险
“他把客户服务提升到其他律师难以企及的高度。他与客户形成特别的默契关系，结合深厚的经验、视角及幽默感，帮助客户切实地权衡问题，探讨备选方案，而不会迷失方向，也不会做出目光短浅的决策。”
《法律500强》2014年刊
概览
William Kucera is the co-leader of the firm’s Global M&A practice. He concentrates his practice on mergers and acquisitions. He represents buyers and sellers in connection with stock and asset acquisitions and divestitures, public and private mergers, tender and exchange offers, joint ventures, and venture capital and other private equity investments. He represents companies in connection with corporate governance and defensive measures, including shareholder rights plans and related matters. Drawing on his experience as an active M&A practitioner, Bill also leads Mayer Brown’s practice representing underwriters in issuing representation and warranty insurance and other types of transactional insurance in connection with M&A deals and has emerged as a leading expert in this rapidly growing area.
Bill was recognized by Chambers USA (2010-2023) as one of the top Corporate M&A lawyers in Illinois and by Legal 500 US (2010 and 2012-2020) as one of the leading lawyers for large M&A deals. Clients in Legal 500 US refer to Bill as “‘smart and incredibly hard working, but without the nonsense, pretense or pomp’” and further note that “‘he brings with him an A-team that delivers a top-tier service in a collaborative and practical way’”. Clients in Chambers USA 2021 describe Bill as “knowledgeable, resourceful and responsive” and that “he’s thoughtful and has a nice touch with clients.” In Chambers USA 2020 clients note, “he is very commercial - he knows the issues and gets to the right place" and in 2019 describe that “he cuts right to the chase and streamlines the process to focus on the most important issues.” Additionally, Chambers USA 2015 states that “he is a phenomenally practical and effective attorney,” and Chambers USA 2013 further notes his “ability to provide top-quality legal work, often under tight deadlines, all the while maintaining a practical approach and understanding the business objectives.” Bill has also been selected for inclusion in the Best Lawyers in America every year since 2009, has been chosen as an “Illinois Super Lawyer” every year since 2009, was included in the International Who’s Who of Mergers & Acquisition Lawyers, was named a leading lawyer in Who’s Who Legal: Corporate - M&A and Governance, and has been named a “Leading Lawyer” by the Leading Lawyers Network in four categories (Corporate Finance Law, Mergers & Acquisition Law, Publicly Held Corporations Law and Securities & Venture Finance Law). In 2015, Bill was named to the inaugural Advisory Committee of The Deal, which advises on editorial and product-development efforts and is composed of a highly selective cross-section of the deal-making community. In 2010, Bill was chosen by Crain’s Chicago Business to its “40 under 40 Class of 2010,” an annual list honoring emerging leaders in Chicago’s business community. In 2013, he advised on the purchase of mortgage assets in a Section 363 bankruptcy sale, which was awarded as the “M&A Deal of the Year” in the Over $1 billion category by M&A Advisor.
执业经验
Bill’s experience includes representation of:
- SCANA Corporation, which owns South Carolina Electric & Gas Company, in its entry into an agreement with Dominion Energy, Inc., one of the largest energy utility companies in the United States, providing for a stock-for-stock merger valued at $14.6 billion including debt.
- Ocwen Financial Corporation in connection with its purchase of the mortgage loan servicing business of Residential Capital LLC (ResCap) in a Bankruptcy Court sponsored auction.
- Caterpillar in its $8.6 billion acquisition of Bucyrus International, Inc., a publicly traded mining equipment company.
- Textura Corporation, a NYSE-listed provider of construction contracts and payment management cloud services, in its $663 million sale to Oracle.
- The Special Committee of the Board of Directors of Pre-Paid Legal Services, Inc., a NYSE-listed company, in its $660 million sale to MidOcean Partners.
- Mead Johnson Nutrition Company in its $7.7 billion split off from Bristol-Myers Squibb Company.
- SPSS, a publicly held software company headquartered in Chicago, in its acquisition by IBM for a total cash consideration of approximately $1.2 billion.
- iPCS, Inc., a publicly traded wireless telecom company, in its sale to Sprint-Nextel Corporation via a cash tender offer.
- Isle of Capri Casinos, Inc., a publicly-traded owner and operator of casino properties in seven states, in its sale to Eldorado Resorts, Inc. for $1.7 billion.
- CBOT Holdings in connection with its $12 billion merger with Chicago Mercantile Exchange Holdings, as well as CBOT Holdings' review and consideration of an unsolicited proposal from Intercontinental Exchange.
- Tilia in the acquisition of Ellison Bakery Inc, producer of cookies and crunch toppings for the ice cream industry.
- Tilia Holdings in the acquisition of Universal Pure, LLC, a provider of high pressure processing (HPP) services to food and beverage manufacturers.
- Callpod, Inc., a developer of consumer electronic products and software solutions, and its subsidiary, Keeper Security, Inc., the provider of the highly-rated cybersecurity platform for preventing password-related data breaches and cyberthreat, in a $60 million Series A financing round by Insight Venture Management, LLC, a global venture capital and private equity firm.
- 3i-backed Regional Rail LLC in the acquisition of Carolina Coastal Railway Inc., which operates 180 miles of freight railroad in North Carolina and South Carolina.
- 3i-backed Regional Rail LLC in the acquisition of Pinsly Railroad Company’s Florida operations, with 208 miles of track across three short-line railroads.
- 3i Group in its agreement to purchase Regional Rail, LLC, a leading owner and operator of short-line freight railroads and rail-related businesses.
- First State Investments in the acquisition of 100 percent of the equity of Patriot Rail and Ports, which operates a portfolio of 12 short-line freight railroads with more than 585 track miles across 14 states in the United States.
- Aliaxis Group in the sale of its subsidiary, Harrington Industrial Plastics LLC, a leading distributor of industrial products for corrosive and high purity applications, to Nautic Partners, LLC.
- bioMérieux in the acquisition of Astute Medical, a company that identifies and validates protein biomarkers of medical conditions.
- bioMérieux in the acquisition of Invisible Sentinel Inc., a company focused on rapid microbial detection solutions for consumer products.
- bioMérieux, a world leader in the field of in vitro diagnostics, in a multimillion equity investment in Banyan Biomarkers, a developer of blood tests capable of diagnosing traumatic brain injuries.
- nTelos Holdings in its $640 million acquisition by Shenandoah Telecommunications Co., a provider of broadband services, digital TV, high-speed internet and phone services to customers in Virginia, West Virginia and Maryland.
- Becker Professional Education, a division of DeVry Education Group Inc., in the $330 million acquisition of the Association of Certified Anti-Money Laundering Specialists (ACAMS), the largest international membership organization dedicated to enhancing the knowledge and skills of anti-money laundering and financial crime prevention professionals, from Warburg Pincus LLC.
- Safe Foods International Holdings in its sale to Covance Laboratories, Inc., a laboratory testing and consulting company.
- UK-based Celsis International, a leader in rapid microbial detection systems for leading pharmaceutical and consumer products companies, in its $212 million acquisition by Charles River Laboratories International, Inc.
- ICON Venue Group in its sale to CAA Sports, a division of entertainment and sports agency Creative Artists Agency.
- bioMérieux in its acquisition of BioFire Diagnostics Inc., a privately held company specialized in molecular biology, for a total purchase price of $450 million plus net debt.
- OCZ Technology Group, Inc. in the sale of certain of its assets to Toshiba Corporation in a Bankruptcy Court sponsored auction.
- Macquarie Infrastructure Partners in its acquisition of NASDAQ-listed WCA Waste Corporation.
- GATX Financial Corporation in connection with the sale of its aircraft leasing business (having assets with a book value of more than $1.5 billion) to Macquarie Aircraft Leasing Limited, a consortium of investors including affiliates of Macquarie Bank Limited and Och-Ziff Capital Management.
- Sterling Commerce, a subsidiary of AT&T, in connection with its acquisition of Nistevo Corporation from its shareholders, including private equity firms Bessemer Venture Partners and Insight Venture Partners.
- TransCanada in its $505 million purchase of USGen New England’s hydroelectric assets out of bankruptcy.
- Capital One in its acquisition of esmartloan.com from National Bank of Kansas City and esmartloan.com management.
- Marconi Corporation plc in connection with the divestiture of its Outside Plant, Power and Services businesses to Emerson Electric Co. for a total consideration of approximately $406 million in cash and assumed liabilities.
- Devon Energy in its $5.3 billion acquisition of Ocean Energy via a public merger.
- Arthur Andersen in the divestiture of its various offices and practice groups including multiple transactions involving the sale of its audit practice to several large, international accounting firms and the sale of its business consulting practice to KPMG Consulting, Inc.
- Brunswick Corporation in the sale of the assets of its Zebco fishing business.
- Illinois Tool Works in its $3.4 billion acquisition of Premark International, Inc. via a public merger.
- The majority owners of Edline LLC, a leading provider of technology solutions and services to the K-12 education market, in the sale of Edline to the private equity firm Providence Equity Partners.
- Terrence and Judith Paul, majority shareholders of Renaissance Learning, Inc., a NASDAQ-listed provider of technology-based school improvement and student assessment programs for K-12 schools, in connection with the sale of Renaissance to the Permira Funds.
- DeVry, Inc., in connection with its acquisition of American University of the Caribbean.
- Southeast Anesthesiology Consultants, P.A., a 90-member physician group providing anesthesia services in North Carolina, South Carolina and Virginia, in its sale to American Anesthesiology, a subsidiary of publicly traded MEDNAX, Inc.
- Baxter in its acquisition of Edwards Lifesciences Corporation’s Continuous Renal Replacement Therapy business.
- The Special Committee of the Board of Directors of APAC Customer Services, Inc., a NASDAQ-listed provider of customer care services and solutions, in its review of and response to an acquisition proposal made by APAC's founder and chairman.
- Dow Chemical in the sale of its Proresin subsidiary to Monument Chemicals.
- Sagmel, Inc., in the sale of substantially all of its assets to Bayer Consumer Care AG.
- CIBC World Markets, as lender and financial advisor to Upper Deck, in connection with Upper Deck's unsolicited tender offer for The Topps Company.
- Edline LLC in connection with its acquisition of the assets of Orbis Software, Inc.
- Baxter Healthcare Corporation, as a shareholder in Corautus Genetics, Inc., in connection with the merger of Corautus and Via Pharmaceutical.
- Edline LLC, a website hosting and portal solution, in connection with a dividend recapitalization transaction with American Capital.
- Go2Call, a venture-capital backed provider of Voice over Internet Protocol solutions, in the sale of its service provider and consumer businesses to deltathree, Inc., a NASDAQ-listed company.
- TransCanada Corporation in its acquisition from El Paso Corporation of ANR Pipeline Company, ANR Storage Company and an additional 3.55 percent interest in Great Lakes Gas Transmission Limited Partnership (Great Lakes) for a total purchase price (including assumed debt) of $3.4 billion; also represented TransCanada Corporation, as the general partner of TC PipeLines, LP, in a related transaction in which TC PipeLines acquired 46.45 percent of Great Lakes from El Paso Corporation for $962 million (including the assumption of debt).
- Aliaxis SA in connection with its tender offer for 100 percent of the outstanding shares of Durman Esquivel, a publicly traded Costa Rican company, and its related joint venture with the majority owner of Durman Esquivel with respect to their respective businesses located in Central America, South America and the Caribbean.
- bioMerieux SA in the sale of its coagulation product line, with assets in more than 30 countries, to Trinity Biotech plc, a NASDAQ-listed company based in Ireland.
- Ryerson Tull in its acquisition of all of the stock of Integris Metals, Inc., a joint venture of Alcoa and BHP Billiton.
- GATX Corporation in the sale of the assets of its information technology equipment leasing subsidiary to CIT Group.
- LSG Lufthansa Service Holding AG, the catering division of the German airline Lufthansa, in connection with the sale of its US-based Chef Solutions subsidiary to Questor Management Company, a private equity firm.
- Marconi Corporation plc in connection with the sale of its North American Access Business to Advanced Fibre Communications, Inc., for a total consideration of $240 million.
- Marconi plc in the divestiture of its Marconi Data Systems subsidiary to Danaher Corporation.
- Yahoo! Inc. in the sale of its Warped Tour subsidiary.
- Brambles U.S.A., Inc., in the sale of its Brambles Equipment Services, Inc., subsidiary to National Equipment Services, Inc.
- Abbott Laboratories in the divestiture of its kits and trays product line to Smiths Group plc.
- Vysis, Inc., a NASDAQ-listed company, in its sale to Abbott Laboratories via a public tender offer.
- GATX Corporation in the divestiture of its terminals business to Kinder Morgan Energy Partners, L.P.
- GATX Corporation in the sale of its logistics business to management and an investor group led by Oak Hill Capital.
- TransCanada Pipelines Limited in the sale of its ANGUS Chemical Company subsidiary to The Dow Chemical Company.
- Abbott Laboratories in its acquisition of International Murex Technologies Corporation via a public tender offer.
- Leonard Green Partners, LP in its leveraged purchase of more than 100 community newspapers from Hollinger International Inc.
教育背景
- 西北大学法学院, 法律博士, 优等成绩
- Colgate University, BA, magna cum laude
执业资格
- 伊利诺伊州
专业及社区参与
- Former member of Board of Directors, The Make-A-Wish Foundation of Illinois