Derek M. Winokur represents private equity sponsors, strategic buyers and sellers, special committees, majority shareholders, investment banks and company management in public and private mergers and acquisitions both domestically and internationally. As a result of Mr. Winokur’s diverse client base, he is familiar with the pressure points of all deal parties in negotiations and works with clients to help anticipate and resolve issues. In addition, Mr. Winokur represents companies in connection with more general corporate matters, including public reporting obligations, recapitalizations, buybacks, reforming corporate governance, and capital market transactions. Mr. Winokur’s experience spans a wide range of industries, including technology, telecom, pharmaceuticals and manufacturing.
Mr. Winokur is recognized as one of the top lawyers for Corporate/M&A in New York by leading legal directory Chambers USA, where he is cited as “‘responsive, quick, balanced and easy to deal with’” and adept at “weighing up business and legal risks.” Mr. Winokur has also been listed for M&A and private equity buyouts in The Legal 500 (U.S.), a legal directory that recognized him for being “an outstanding attorney who possesses the ability to understand complex business issues and successfully negotiate resolutions in a timely manner.” In addition, Mr. Winokur was recognized in 2008 as one of the “10 Rising Stars of Private Equity and M&A Law” by Institutional Investor.
Mr. Winokur advises private equity sponsors at all phases of the investment life cycle: structuring and negotiating investments in companies, representing portfolio companies in add-on financings and transactions and advising on liquidity events that optimize returns. Representative private equity transactions on which Mr. Winokur has counseled include advising:
- One Equity Partners in its $1.1 billion take private of MModal, Inc., a Nasdaq-listed provider of clinical documentation services and Speech Understanding™ solutions, and related tender offer and financing.
- Bruckmann, Rosser, Sherrill & Co. in its acquisition of Magpul Industries Corp., which designs, assembles and markets a range of innovative, performance-driven accessories for firearms.
- One Equity Partners in its acquisition of Prodigy Health Group, a health care services company, followed by various strategic acquisitions for Prodigy, and the subsequent $600 million sale of Prodigy Health Group to Aetna.
- DSI Holding, Inc., a leading provider of dialysis services in the United States and a portfolio company of Centre Partners Management, in connection with its recapitalization followed by the $690 million sale of DSI to DaVita Inc., a publicly-traded company focused on kidney care.
- Financial Partners Fund, a unit of Citi Capital Advisors (“CCA”), in a variety of investments.
- One Equity Partners in its $470 million take-private of APAC Customer Services, Inc., a Nasdaq-listed business process outsourcing (BPO) company, and the subsequent merger of NCO Group, Inc., another BPO and portfolio company of One Equity Partners, with APAC, and related $1 billion refinancing.
Mr. Winokur also advises various corporate clients and investment banks in connection with mergers and acquisitions as well as debt and equity capital markets transactions. For example, he represented:
- Union Square Hospitality Group (USHG) in private equity firm Leonard Green & Partners’ equity investment in USHG.
- Griffon Corporation, a diversified holding company, in its $542 million acquisition of Ames True Temper, Inc. from Castle Harlan, its $240 million rights offering and a related acquisition of a minority stake in the company by Goldman Sachs Group Inc., and its $550 million Rule 144A/Reg S offering of Senior Notes.
- H&E Equipment Services, Inc., a heavy construction and industrial equipment services company, in its $530 million Rule 144A/Reg S offering of Senior Unsecured Notes and in its $100 million unregistered offering of Senior Notes.
- Monster Worldwide, a global online employment solution company, in its acquisitions of Affinity Labs Inc. and Trovix, Inc.
- Evolution Benefits Inc., a healthcare payments technology company, in a variety of strategic transactions followed by the sale of the company to private equity firm Genstar Capital LLC.
- Lazard LLC as the seller’s financial advisor in Cardinal Health Inc.’s $1.42 billion acquisition of Viasys Healthcare Inc., as well as the $175 million acquisition of Hemosense Inc. by Inverness Medical Innovations Inc.
Mr. Winokur also has extensive experience advising both corporations and dissident shareholders in contests for corporate control. For instance, he advised Special Situations Partners and the shareholder group of Iridian Asset Management and Franklin Mutual Advisers in their respective successful proxy fights for ICN Pharmaceuticals, and represented PeopleSoft in responding to Oracle’s unsolicited tender offer and threatened proxy fight. More recently, Mr. Winokur represented a group of shareholders of USA Technologies, Inc. (USAT), who called themselves the “Shareholder Advocates for Value Enhancement” (SAVE), in a proxy contest that settled and resulted in USAT agreeing to: seat two of SAVE’s three director nominees; seat a third nominee if certain metrics were not achieved; implement a number of shareholder-friendly governance changes; and cover all of SAVE’s out-of-pocket expenses.
Cornell University, B.A., 1991
University of Pennsylvania Law School, J.D., 1997, Magna cum laude, Order of the Coif, Articles Editor of the University of Pennsylvania Law Review