Neal Aizenstein

Partner

Note: This list includes engagements completed prior to joining Morgan Lewis.

• Representation of an investment banking firm as financial advisor to the board of directors of a confection company in connection with its $23 billion merger with a world-leading snackfoods manufacturer.
• Representation of the special committee of the board of directors of a NYSE-listed small consumer appliance company in its sale to a marketer and distributor of small appliances through a going private transaction valued in excess of $125 million.
• Representation of a NASDAQ-listed party supply and greeting card chain in connection with its sale to a manufacturer and distributor of decorated party goods in a cash tender followed by a merger.
• Representation of a NASDAQ-listed special-purpose acquisition corporation in its acquisition, through an asset purchase, of the industrial paper manufacturing branch of one of the world's leading manufacturers of paper and packaging.
• Representation of a global information services company in connection with various public and private mergers and stock and asset acquisitions, including the acquisition of several companies that help guide consumers to the best deals on products and services on the Internet.
• Representation of a manufacturer and distributor of electrical home appliances in connection with several Rule 144A offerings of senior subordinated notes and the subsequent registered exchange offers for such notes.
• Representation of an electric supply company in connection with its leveraged recapitalization and merger and the related preferred stock and debt financings transactions.
• Representation of a home and clothing mail-order retailer in connection with its $900 million acquisition (through a cash tender offer followed by a back-end merger) of a marketing products and services firm and its response to the subsequent competing offer for said firm made by a leading U.S. provider of marketing-related business information for small businesses and consumers.
• Representation of a NYSE-listed waste management company in connection with its proposed $1.65 billion merger with a group of financial buyers, its defense against a subsequent hostile exchange offer commenced by a competing waste management company, and its ultimate merger agreement with that competitor.
• Representation of the special committee of the board of directors of a Chicago transportation holding company in connection with its sale to a major North American railroad franchise in a going private transaction.
• Representation of the special committee of the board of directors of a publicly traded toy manufacturer to a private equity firm in a going private transaction.
• Representation of a NASDAQ-listed small consumer appliance company in connection with the repurchase of 50% of its outstanding common stock and the financing of such transaction through a $40 million issuance of convertible preferred stock and a $215 million senior secured credit facility.
• Representation of one of the nation's largest broadline retailers in connection with the initial public offering and various debt offerings of its retail brokerage subsidiary, the subsequent spin-off of the retail brokerage subsidiary, and the $2.4 billion spin-off of its insurance subsidiary.
• Representation of one of the leading global food-service retailers in the sale of its children's entertainment centers subsidiary to a children's entertainment facilities chain.
• Representation of a holding company in connection with the development of takeover defenses, including adoption of a stockholders' rights plan and by-law amendments.
• Representation of a Chicago transportation holding company in connection with defending against an unsuccessful hostile takeover attempt and the subsequent leveraged buyout of the company by an investor group consisting of an asset manager and financial advisory firm, a railroad franchise, and the company's management.
• Representation of a Chicago transportation holding company in connection with its initial public offering, various public debt offerings, and general corporate and securities counseling.