John Utzschneider focuses primarily on mergers and acquisitions, securities offerings and corporate governance and finance, including debt restructurings. He represents both private and public companies, equity and debt financing sources and underwriters in mergers and acquisitions, leveraged buyouts, joint ventures, private and public offerings, and restructurings. Chambers USA 2014 describes him as extremely bright and responsive and able to deliver “top-notch and efficient legal services.” John has been listed for many years to various peer-reviewed best lawyer lists in various categories, including Chambers USA, Best Lawyers in America, and Legal 500.
John represents public and private companies and boards of directors on securities, corporate governance and related matters.
Prior to joining Morgan Lewis, John was a partner in the Corporate practice of another international law firm, where he served as co-head of the its corporate area and as co-head for the firm's initiative in financial services.
Mergers and Acquisitions
Acquisitions and sales of dozens of public and private companies in a broad range of industries, including basic manufacturing, cleantech, consumer products, defense, distribution, energy, engineering and construction, financial services, high technology businesses of various types, Internet, metals recycling, paper and packaging, publishing, restaurants, telecom, timberlands, and transportation
A number of joint venture transactions and their subsequent unwinding
Corporate M&A clients have included Acme Packet, Inc., American Oil Change Corporation, Bank of Boston, Biomatrix, Celunol Corp, Chemfab, EMC, Energia Global International, Hancock Natural Resource Group, Mercury Systems, Microtech International, Molten Metal Technology, Monadnock Paper, PaperExchange.com, Priority Call Management, Raytheon Company (with more than 15 completed M&A assignments), Sallie Mae, Sappi, Schnitzer Steel Industries, Sierra Trading Post, Tempur-Pedic International, Toronto Dominion, Value Asset Management, UroMed and several CEOs in connection with the controlled auctions of their companies. Private equity M&A clients have included AIG Highstar, BancBoston Capital, Dubin Clark & Company, Heritage Partners, Metapoint Partners, and TA Associates.
Corporate Finance and Restructuring
Representing issuers in connection with IPOs and follow-on equity offerings and public offerings of convertible debt securities
Representing underwriters in connection with public offerings
Representing placement agents in connection with private placements of equity and debt securities and issuers in a number of private offerings of equity and debt securities
Representing issuers in connection with public offerings of project and project-related debt securities
Representing creditors’ committees and debtors in connection with exchange offers and other out-of-court restructurings and reorganization plans involving the issuance of debt securities and equity as part of the reorganization plans
Representing deal sponsors and issuers in a number of high-yield debt issuances and subsequent debt restructurings
Representative transactions since Jan. 1, 2012 include (Firm client in bold):
The $1.35 billion leveraged acquisition by Tempur-Pedic International Inc. (TPX) of Sealy Corporation (ZZ) and related $2.1 billion in debt financings
The $2.1 billion sale of Acme Packet, Inc. (APKT) to Oracle Corporation (ORCL)
The sale by CIT Group Inc. (CIT) of its student lending business to Nelnet Inc. (NNI) for approximately $1.1 billion in cash
Acquisition of 1.9 million acres of timberlands in five states by investors advised by Hancock Natural Resource Group and the Molpus Woodlands Group from Forest Capital Partners
TA Associates Inc.’s investment in and equity recapitalization of CyOptics, Inc.
The $75 million acquisition by Mercury Systems, Inc. (MRCY) of Micronetics Inc. (NOIZ)
Sale of Sierra Trading Post Inc. to the TJX Companies, Inc. (TJX) for $200 million
Sale by The Toronto-Dominion Bank (TD) of its US insurance agency business to US Insurance Services LLC
Represented Fidelity Investments in connection with the creation of a strategic alliance between Fidelity Investments and BlackRock, Inc. relating to a range of ETF initiatives
Represented Fidelity Investments’ institutional segment in connection with the extension and broadening of a services collaboration agreement with SunGard to provide a joint solution for mutual fund processing
Representing Bondholder Committee in connection with the restructuring of US $275 million aggregate principal amount of 9.875% guaranteed perpetual bonds of LupaTech Finance Limited pursuant to a Joint Prepackaged Plan of Reorganization under Brazilian law and the related consent solicitation
Represented Ad Hoc Commitee of Bondholders in connection with the restructuring of €350 million of Senior Secured Notes of Magyar Telecom B.V. pursuant to a Scheme of Arrangement under UK law and related chapter 15 proceedings in the US and the related consent solicitation.
New York University School of Law, 1986, Juris Doctor
Dartmouth College, 1982, Artis Baccalaureate
Massachusetts Supreme Judicial Court
Awards and Affiliations
Ranked, Chambers USA, Corporate/M&A (2004–2017)
Recommended, The Legal 500 US, M&A/Corporate and Commercial - M&A - Large Deals ($1bn+) (2013–2014, 2016, 2017)
Ranked, The Best Lawyers in America, Corporate Law, Mergers and Acquisitions, and Securities/Capital Markets (2007–2018)
Listed, Massachusetts Super Lawyers (2004–2011, 2013–2014)
Listed, "Leading Lawyers in America," Lawdragon 3000
Listed, "Dealmakers in America," Lawdragon 500 (2007)