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Jack Bodner is a partner in the firm’s Mergers and Acquisitions group. He has more than 25 years of experience in advising acquirors, targets, investors, boards of directors, special committees, and investment banks in domestic and cross-border negotiated and unsolicited mergers and acquisitions transactions.
Mr. Bodner’s practice also includes counseling clients on corporate and governance related matters, including compliance and disclosure issues, shareholder rights plans and proxy contests, and other defense and takeover measures. Mr. Bodner received his J.D. from New York University School of Law and his B.A., magna cum laude, from New York University.
- IFM Therapeutics:
- in the sale of IFM’s NLRP3 antagonist programs to Novartis for up to $1.275 billion;
- in the sale of IFM’s STING and NLRP3 agonist programs to BMS for up to $1.3 billion; and
- in a collaboration and option transaction with Novartis in connection with cGAS/STING-related immunotherapies, with an option value of up to $840 million.
- China Grand Pharmaceutical and Healthcare Holding and Sirtex Medical US Holdings in connection with a $30 million strategic controlling investment in OncoSec Medical and in an exclusive license to develop, manufacture, and commercialize various OncoSec products.
- Novo Nordisk:
- in its acquisition of a manufacturing facility from Purdue Pharma; and
- in its acquisition of a tropical disease Priority Review Voucher from Medicines Development for Global Health.
- Astellas in its $384 million acquisition of Ocata Therapeutics, a biotechnology company specializing in the development of stem cell-based treatments in regenerative medicine.
- Illumina, Inc.:
- in its announced $1.2 billion acquisition of Pacific Biosciences;
- in its up to $450 million acquisition of Verinata Health, Inc.;
- in its acquisition of NextBio; and
- in its creation of a joint venture with Warburg Pincus and Sutter Hill Ventures focused on accelerating consumer adoption of genomics.
- SK Holdings and SK Biotek Co., Ltd., in the acquisition of a small molecule active pharmaceutical ingredient manufacturing facility from BMS.
- Oxford Immunotec:
- in its acquisition of Imugen, Inc.;
- in its acquisition of Immunetics, Inc.; and
- in its $170 million sale of its U.S. laboratory services business to Quest Diagnostics.
- Reliance Industries Limited in its $75 million acquisition of Radisys Corporation.
- Fiberon in its $470 million sale to Fortune Brands Home & Security.
- GlaxoSmithKline in its the acquisition of ex-U.S. rights relating to the Quell wearable pain relief technology from with NeuroMetrix, Inc..
- Famy Care Limited in the $750 million sale of its women's health business to Mylan Laboratories.
- Oplink Communications in its $445 million sale to Koch Industries.
- Metro Athletic Medicine & Fitness in the sale of its non-clinical assets to Pharos Capital.
- Lightbridge Communications, an independent global provider of network engineering services to the telecommunications industry, in its $240 million sale to Tech Mahindra.
- The Walt Disney Company:
- in its $5.3 billion acquisition of Fox Family Worldwide;
- in its acquisition of Instafluence;
- in its acquisition of India's UTV Software Communications Limited; and
- in its acquisition of assets of The Jim Henson Company, Inc. (Muppets and Bear in the Big Blue House).
- OptiSolar in the $400 million sale of its project development business to First Solar, Inc.
- Asuragen in the sale of its miRInform® Thyroid and Pancreas test assets to Interpace Diagnostics, a subsidiary of PDI, Inc.
- Assurant in its acquisition of Mobile Defense, a technology company focused on mobile device diagnostics and data processing for user assistance and predictive forecasting.
- Broadridge Financial Solutions in its acquisition of technology assets of INVeSHARE to develop blockchain applications for Broadridge’s proxy business.
- King Pharmaceuticals in its $3.6 billion merger with Pfizer.
- Autogrill S.p.A. in the spin-off and sale of the U.S. airport retail concession business from HMSHost Corporation to World Duty Free Group.
- Mainfreight Limited in its acquisition of Target Logistics.
- Lottomatica S.p.A. in its $4.8 billion acquisition of GTECH Holdings Corporation, a publicly listed lottery and gaming technology company.
- Financial Federal Corporation in its $738 merger with People’s United Financial.
- B. Riley Financial in its acquisition of MK Capital Advisors.
- Gannett Broadcasting in its formation and broadcasting of the Justice Network, a digital multicast channel devoted to law enforcement-related programming.
- Faros Trading in the sale of a controlling interest to FXCM Inc.
- A U.S.-based medical devices company in its acquisition and related long-term license of a spinal device from a privately-held medical devices company, involving an upfront payment of cash together with a series of milestone payments.
- Trustmark Corporation in its sale of eight mutual fund portfolios of the Performance Funds Trust to Federated Investors Inc.
- Gleacher & Company, Inc. in the sale of substantially all of the assets of its ClearPoint subsidiary to Homeward Residential, Inc., a wholly owned subsidiary of Ocwen Financial.
- Saddle Gold in its sale to Premier Gold Mines.
- UBS Securities LLC on the sale of a portfolio of interests in selected private equity funds to an investment firm.
- Van Wagner in connection with Clear Channel’s acquisition of Van Wagner’s European billboard business.
- Fiber Composites in its acquisition of Louisiana-Pacific Corporation's WeatherBest decking and railing business, and manufacturing and distribution facility in Meridian, Idaho.
- Metropolitan Intercollegiate Basketball Association in connection with the NCAA’s acquisition of the NIT.
- Intergen (North America), Inc. in connection with Harbert Distressed Investment Master Fund, Ltd.’s acquisition of the Mayflower, Cottonwood & Redbud Projects.
- LifePoint Hospitals in connection with LifePoint’s $1.7 billion acquisition of Province Healthcare Company.
- Burns, Philp & Company in the $1.35 billion sale of its yeast and bakery ingredient lines and Tone Brothers herbs and spices line to Associated British Food.
- Special Committee of the Board of Directors of Covansys Corporation in connection with Fidelity Information Services Inc.’s $356 million acquisition of an interest in Covansys.
- Special Committee of the Board of Directors of barnesandnoble.com inc. in its $513 million sale to Barnes & Noble, Inc.
- Zimmer Holdings, Inc. in connection with its unsolicited $3.5 billion acquisition of Centerpulse AG and InCentive AG.
- Triad Hospitals in connection with its $2.2 billion acquisition of Quorum Health Group.
- Novartis Pharma AG in connection with its $1.6 billion acquisition of the pharmaceutical products Famvir® and Denavir® from SmithKline Beecham plc.
April 9, 2021, Covington Alert
On April 8, 2021, for the third time in ten days, the Staff of the Securities and Exchange Commission (SEC) issued cautionary guidance to private operating companies considering going public in the United States through a merger with a special purpose acquisition company (SPAC), referred to as a deSPAC transaction. John Coates, Acting Director of the Division of ...
April 2, 2021, Covington Alert
On March 31, 2021, in light of the increasing number of private operating companies seeking to go public in the United States through a merger with a special purpose acquisition company (SPAC), referred to as a deSPAC transaction, the Staff of the SEC’s Division of Corporation Finance and the SEC’s Office of the Chief Accountant released separate public ...
February 17, 2021
WASHINGTON—Covington advised Humacyte, Inc., in its merger with Alpha Healthcare Acquisition Corp., a special purpose acquisition company. The transaction implies a pre-money valuation of $800 million for Humacyte with existing Humacyte shareholders rolling over 100% of their equity into equity of the combined company. In connection with the execution of the ...
Covington's London Public Company Practice Closes a Strong Year of Life Sciences Transactions
January 25, 2021
LONDON–Covington’s London corporate team has advised AIM- and Main Market-listed clients on multiple fundraisings and acquisitions over the past few months, marking a strong year in life sciences transactions. These include: Advising Sensyne Health plc, a UK clinical AI company listed on the London AIM market, on its £27.5 million equity fundraising The ...
January 25, 2021
LONDON—Covington advised Nasdaq-listed Oxford Immunotec Global PLC in its agreement to be acquired by PerkinElmer, Inc., in a deal valued at approximately $591 million. Under the terms of the acquisition, Oxford Immunotec shareholders will be entitled to receive $22.00 in cash for each outstanding ordinary share. The terms of the acquisition value Oxford ...
May 7, 2020, Covington Alert
In response to the ongoing impact of the COVID-19 outbreak, Nasdaq has adopted temporary relief through June 30, 2020 from shareholder approval requirements pertaining to the so-called “20% rule.” The relief is effective immediately and intended to give Nasdaq-listed companies additional flexibility to raise capital through private placements in situations where ...
March 27, 2020, Covington Alert
While Board duties remain unchanged in a crisis situation such as the COVID-19 pandemic and the role of a board of directors continues to be one of oversight, the disruption and dislocation resulting from the pandemic warrants greater and more frequent coordination between boards of directors and management teams which have responsibility for day-to-day ...
March 19, 2020, Covington Alert
On March 18, 2020, in Salzberg v. Sciabacucchi, No. 346, 2019 (Del. Mar. 18, 2020), the Delaware Supreme Court held that corporate charter provisions that require claims under the Securities Act of 1933 (the “Securities Act”) to be filed in federal court are facially valid. The decision may enable Delaware corporations who adopt such provisions to avoid the ...
January 17, 2020
WASHINGTON—Covington represented Piramal Enterprises Limited in itsdefinitive agreement to sell Decision Resources Group to Clarivate Analytics plc, in a deal valued at $950 million. The $950 million purchase price includes $900 million in cash and approximately $50 million in Clarivate ordinary shares to be issued following the one-year anniversary of ...
April 5, 2019
NEW YORK—Covington represented IFM Tre, Inc. in its sale to Novartis for a $310 million upfront cash payment and up to $1.265 billion in milestone payments (for a total of $1.575 billion). IFM Tre develops chemically distinct systemic, gut-directed, and CNS-penetrant drug candidates to address several indications triggered by NLRP3, including metabolic, ...
April 16, 2018
NEW YORK—Covington advised Jefferies LLC as financial advisor to Oclaro, Inc. in its proposed acquisition by Lumentum Holdings Inc. The transaction values Oclaro at approximately $1.8 billion. Oclaro manufactures and sells optical components and modules for the long-haul, metro, and data center markets, providing solutions for optical networks and high-speed ...
August 10, 2017
NEW YORK—Covington is representing IFM Therapeutics in its sale to Bristol Myers Squibb for $300 million in cash and the right to receive contingent payments upon achievement of specified milestones that could total in excess of $1 billion for each of its two oncology programs. Prior to closing, IFM will spin off its inflammation program to a newly-formed ...
July 6, 2017, Law360
Jack Bodner is quoted in a Law360 article regarding the U.S. mergers and acquisitions market. “We've seen and I think we'll continue to see good M&A activity in the nonmegadeal and middle market tier. We've seen less and I think we'll continue to see less activity than the most robust years in the megadeal area, but overall it's been a busy year for M&A in ...
November 23, 2016
NEW YORK—Covington is advising Cantor Fitzgerald as financial advisor to Signal Genetics in connection with Signal’s merger transaction with miRagen Therapeutics. Signal is a commercial stage, molecular diagnostic company that provides innovative diagnostic services that help physicians make better-informed decisions concerning the care of cancer patients. ...
Covington Advises Jefferies in $830 Million Deal
November 23, 2016
NEW YORK—Covington is advising Jefferies as financial advisor to CNL Lifestyles Properties in connection with the sale of 34 ski and attraction assets to EPR Properties and Ski Resorts Holdings for approximately $830 million in cash and shares of EPR common stock. CNL is a REIT focused on investing in lifestyle activities and whose portfolio includes ski and ...
July 21, 2015
NEW YORK, July 21, 2015 — Covington advised Morgan Stanley & Co. LLC as financial advisor to Vivint Solar, Inc. in connection with its acquisition by SunEdison, Inc. The transaction consideration, valued at $2.2 billion, will be paid to Vivint stockholders in a combination of cash, SunEdision common stock and a convertible promissory note. Vivint Solar sells, ...
VC Laster, Fiduciary Duties And The Long-Term Rule
March 11, 2015, Law360
Covington's Leonard Chazen, Jack S. Bodner and Donald Ross authored this article for Law360.
March 11, 2015, Harvard Law School Forum on Corporate Governance and Financial Regulation
Covington Advises Oplink in Its Sale to Koch Industries
11/20/2014
REDWOOD SHORES, CA, November 20, 2014 — Covington & Burling advised Oplink Communications, Inc. in its sale to Koch Optics, Inc., a wholly owned Koch Industries subsidiary. The all-cash transaction is valued at approximately $445 million. Under the terms of the deal, announced Wednesday, Koch Optics will commence a tender offer and subsequent merger for all of ...
Covington Lawyers Recognized by New York Super Lawyers
9/18/2013
NEW YORK, September 18, 2013 — New York Super Lawyers selected 36 Covington & Burling lawyers for its 2013 list of top legal talent. Super Lawyers selects no more than five percent of the total lawyers in the state based on peer review and the publication’s independent research. Twenty-three Covington lawyers were named New York Super Lawyers: • Martin ...
January 7, 2013
NEW YORK, January 7, 2013 — Covington & Burling advised Illumina, Inc. on its announced acquisition of Verinata Health, Inc. for cash consideration of $350 million plus up to $100 million in milestone payments through 2015. Upon completion of the acquisition, Illumina will have access to the Verinata’s verifi® prenatal test, the broadest non-invasive prenatal ...
November 12, 2012
NEW YORK, November 12, 2012 — Covington & Burling represented UBS Securities LLC, financial advisor to Leucadia National Corporation (NYSE: LUK), in its announced $3.6 billion acquisition of Jefferies Group, Inc. (NYSE: JEF). Under the terms of the agreement, Leucadia will issue to shareholders holding the 71.4 percent of outstanding common stock of Jefferies ...
Covington Lawyers Recognized by NY Super Lawyers
September 24, 2012
NEW YORK, September 24, 2012 — New York Super Lawyers selected 27 Covington & Burling lawyers for its 2012 list of top legal talent. Super Lawyers selects only five percent of the total lawyers in the state based upon peer review and the publication’s independent research. Nineteen Covington lawyers were named New York Super Lawyers: Jack Bodner, Mergers & ...
September 27, 2011
NEW YORK, September 27, 2011 — Twenty Covington & Burling LLP lawyers are recognized in the 2011 edition of New York Super Lawyers. The annual list by Super Lawyers selects only five percent of the total lawyers in the state based upon peer review and the publication’s independent research. Sixteen Covington lawyers were named New York Super Lawyers: Jack ...
Covington Advises Morgan Stanley on Atlantic Power’s C$1.1B Acquisition of Capital Power Income
June 20, 2011
NEW YORK, June 20, 2011 — Covington & Burling LLP represented Morgan Stanley, financial advisor to Atlantic Power Corporation, in its acquisition of Capital Power Income L.P. in a deal valued at approximately C$1.1 billion. The transaction will create a leading North American contracted power generation platform with over 2,100 megawatts of capacity. Under the ...
March 7, 2011
NEW YORK, March 7, 2011 — Covington & Burling LLP represented BofA Merrill Lynch, financial adviser to TomoTherapy Incorporated, in its sale to Accuray Incorporated for $277 million. Under terms of the agreement, TomoTherapy will be sold to Accuray for $4.80 per share in cash and Accuray stock. TomoTherapy is a creator of advanced radiation therapy solutions ...
October 12, 2010
NEW YORK, October 12, 2010 — King Pharmaceuticals and Pfizer announced today that they have entered into an agreement for Pfizer to acquire all of the outstanding stock and stock equivalents of King for $14.25 in cash per share, or aggregate consideration of $3.6 billion. Covington & Burling LLP advised King on the transaction. King is a vertically integrated ...
May 4, 2010
NEW YORK, May 4, 2010 — Interactive Data Corporation (IDC), a provider of financial market data, analytics and related solutions, today announced that it has entered into a definitive agreement to be acquired by investment funds managed by Silver Lake Partners and Warburg Pincus LLC in a transaction with a total value of $3.4 billion. British publishing company ...
April 26, 2010
NEW YORK, April 26, 2010 — Charles River Laboratories International, Inc., a global provider of research models and associated services and of preclinical drug development services, and WuXi PharmaTech (Cayman) Inc., a drug research and development outsourcing company with expertise in discovery chemistry and with operations in China and the United States, today ...
March 8, 2010, Covington Advisory
February 25, 2010
NEW YORK, February 25, 2010 — Coca-Cola Enterprises Inc. (CCE) announced today a definitive agreement to sell its North American bottling operations to The Coca-Cola Company and to acquire Coca-Cola’s Norway and Sweden bottling businesses in a transaction valued at approximately $13 billion. Covington & Burling LLP advised Greenhill & Co., Inc., financial ...
Covington Advises Financial Federal Corporation on $738M Merger with People’s United Financial
2/22/2010
NEW YORK, February 22, 2010 — Financial Federal Corporation and People’s United Financial, Inc. have completed the merger of Financial Federal with People’s United in a transaction valued at approximately $738 million. Covington & Burling LLP advised Financial Federal on the transaction. Financial Federal is a financial services company providing collateralized ...
11/5/2009
NEW YORK, November 5, 2009 — IMS Health today announced that it has entered into a definitive agreement to be acquired by investment funds managed by TPG Capital (TPG) and the CPP Investment Board (CPPIB) in a transaction with a total value of $5.2 billion, including the assumption of debt. Covington & Burling LLP advised Foros Securities LLC, which acted as ...
Covington Advises Merrill Lynch on Johnson & Johnson’s Acquisition of Cougar Biotechnology
5/22/2009
NEW YORK, NY, May 22, 2009 — Johnson & Johnson and Cougar Biotechnology, Inc. announced a definitive agreement whereby Cougar Biotechnology will be acquired for approximately $970 million in a cash tender offer. Covington & Burling LLP advised Merrill Lynch, financial advisor to Cougar Biotechnology, on the transaction. Johnson & Johnson engages in the research ...
4/10/2009
NEW YORK, NY, April 10, 2009 — First Solar, Inc. has announced the completion of its previously announced acquisition of OptiSolar’s project development business. Covington & Burling LLP advised OptiSolar on the deal. OptiSolar is a California-based independent power producer committed to delivering clean, competitively priced electricity to the power grid from ...
9/16/2008
NEW YORK, NY, September 16, 2008 — Getinge AB announced today that it will purchase Datascope Corporation for $53 per share or $865 million in cash. Covington & Burling LLP advised Merrill Lynch, financial advisor to Getinge, on the transaction. Getinge is a global medical technology company with operations in the cardiac surgery and vascular surgery markets. ...
Covington Represents Greenhill in Applera Acquisition
6/12/2008
NEW YORK, NY, June 12, 2008 — Invitrogen Corporation and Applera Corporation today announced a definitive merger agreement under which Invitrogen will acquire all of the outstanding shares of Applera’s Applied Biosystems Group in a cash and stock transaction valued at $6.7 billion. Covington & Burling LLP represented Greenhill & Co., which provided a fairness ...
June 11, 2008
NEW YORK, NY, June 11, 2008 — Hologic, Inc. has announced that it has signed a definitive agreement to acquire Third Wave Technologies, Inc. for approximately $580 million. Covington & Burling LLP advised Merrill Lynch, financial advisor to Third Wave, in the transaction. Third Wave develops and markets molecular diagnostic reagents for a wide variety of DNA and ...
January 9, 2008, Covington Advisory
December 18, 2007
NEW YORK, NY, December 18, 2007 — BUPA today announced that it has entered into an agreement to acquire Health Dialog. Covington and Burling LLP represented BUPA, Health Dialog’s largest shareholder, in the $775M transaction, which is expected to close in January. BUPA is a global provider of healthcare services and is the largest private health insurer in the ...
11/19/2007
NEW YORK, NY, November 19, 2007 — Celgene Corporation and Pharmion Corporation announced the signing of a definitive merger agreement under which Celgene will acquire Pharmion for approximately $2.9 billion. Covington & Burling LLP advised Merrill Lynch, Pierce, Fenner & Smith Incorporated, financial advisor to Celgene, on the transaction, which is expected to ...
November 15, 2007
NEW YORK, NY, November 15, 2007 — Hellenic Telecommunications Organization S.A., the Greek landline telephone company known as OTE that is listed on the Athens, London, and New York stock exchanges, has announced its tender offer for all issued and outstanding shares of Cosmote Mobile Telecommunications S.A., the Greek wireless carrier listed in Athens and ...
11/01/2007
NEW YORK, NY, November 1, 2007 — Mainfreight Limited has completed its acquisition of AMEX-listed Target Logistics, Inc. in an all-cash transaction. Covington & Burling LLP advised Mainfreight on the transaction. Mainfreight is a global supply chain logistics provider with approximately 3,000 team members based in operations in New Zealand, Australia, Asia, and ...
10/30/2007
NEW YORK, NY, October 30, 2007 — Fiber Composites has completed its previously announced acquisition of Louisiana-Pacific Corporation’s (LP’s) WeatherBest decking and railing business and manufacturing and distribution facility in Meridian, Idaho. Covington & Burling LLP advised Fiber Composites on the transaction. Fiber Composites is a leading manufacturer of ...
Covington Advises Merrill Lynch on PerkinElmer Deal
10/1/2007
NEW YORK, NY, October 1, 2007 — PerkinElmer, Inc. and ViaCell, Inc. today announced the signing of a definitive agreement under which PerkinElmer will acquire ViaCell for approximately $300 million. Covington & Burling LLP advised Merrill Lynch & Co., financial advisor to PerkinElmer, on the transaction, which is expected to close in the fourth quarter of 2007. ...
Covington Advises Greenhill in Sallie Mae Deal
4/16/2007
NEW YORK, NY, April 16, 2007 — Sallie Mae announced today its $25 billion sale to private equity firms, JC Flowers and Friedman, Fleischer & Lowe who combined for the acquisition with JPMorgan Chase and Bank of America. Covington & Burling LLP represented Greenhill & Co., financial advisor to the Special Committee of Sallie Mae, in the deal. The Covington team ...
March 20, 2007, Covington Advisory
12/19/2006
NEW YORK, NY, December 19, 2006 — Covington & Burling LLP announced today that Jack Bodner, Dianne Coffino, and Ben Hoch have joined the firm as partners. Ms. Coffino and Mr. Hoch join Covington’s corporate restructuring and bankruptcy practice group, and Mr. Bodner joins Covington’s mergers and acquisitions group. All three will be resident in the firm’s New ...
- Chambers USA, Corporate/M&A (2016-2017)
- Legal 500 US, Energy: Renewable/Alternative (2016); M&A: Commercial Deals and Contracts (2016); M&A: Large Deals (2012-2014); Energy: Regulatory (2014)