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Overview
At a Glance

Kurt’s practice focuses on mergers and acquisitions, securities and investment fund matters.  He has represented leading companies on numerous domestic and cross-border transactions and has extensive experience advising on regulatory and compliance matters, particularly under the U.S. securities laws.  His clients have included banks, funds, investment advisers, insurance companies and other financial intermediaries, as well as businesses operating in the energy, manufacturing, technology, real estate, telecommunications, and food and beverage industries.

Kurt has regularly led teams on debt and equity corporate finance transactions valued at over $100 million, and has advised on completed financing transactions with an aggregate value of approximately $70 billion.  His corporate finance and securities practice includes:
  • Offerings of equity and debt securities, including investment-grade debt, high-yield debt and convertible debt
  • Public securities offerings, including IPOs and follow-on offerings
  • Private securities offerings, including private placements, Rule 144A exempt offerings and Regulation S exempt offerings
  • Debt-restructuring transactions such as debt-for-equity exchange offers and other self-tenders
  • Domestic and cross-border offerings for U.S. and non-U.S. issuers
  • Primary and secondary offerings
  • Financings for private investment funds, including fund formation and advisory work

In M&A, Kurt has led teams on complex transactions involving more than 70 jurisdictions, and has advised on completed deals with an aggregate value of over $55 billion.  His M&A practice includes: 

  • Stock and asset acquisitions and divestitures, both private and public
  • Mergers and tender offers
  • Joint ventures
  • Private equity and hedge fund transactions
  • Domestic and cross-border transactions for U.S. and non-U.S. clients
  • Hart-Scott-Rodino premerger notification counseling
  • Acquisition finance 
Kurt also provides advice regarding ongoing corporate governance and compliance matters.  He often acts as outside general counsel to hedge fund managers, and routinely advises on the structuring and implementation of investments, capital raising and regulatory compliance, particularly under the Securities Act, the Investment Company Act and the Investment Advisers Act.  He has also advised several leading issuers in the United States, Europe and Latin America regarding their reporting obligations under the Securities Exchange Act. 

Kurt was most recently a Senior Attorney with Cravath, Swaine & Moore.  He began his career at Sullivan & Cromwell was also associated with Mayer Brown.  He was also lead counsel for a billion-dollar line of business at a major multinational insurance company.  He speaks fluent French and Spanish, and is proficient in Portuguese and Italian.

Kurt is a member of the firm’s internal Ethics Committee.
Education

University of Wisconsin at Madison(B.A., with distinction, 1989), (M.A., 1990)Cornell University(M.A., 1993)Columbia Law School(J.D., 1996) Stone Scholar, Senior Editor of the Columbia Law ReviewUniversity of Paris II (Panthéon-Assas)(LL.M., mention bien, 2004)

Areas of Concentration
  • Corporate Finance
  • Mergers & Acquisitions
  • Private Equity
Representative Experience

Corporate Finance, Capital Markets and Investment Funds 

  • Represented a financial services company in connection with an offering of equity securities.
  • Represented a real estate investment fund in connection with its reorganization and financing.
  • Represented a hedge fund in connection with a distribution agreement and various compliance matters.
  • Represented a real estate fund manager in connection with the structuring and formation of a closed-end fund.
  • Represented a fund of hedge funds on various matters concerning its investments and financing.
  • Represented a consortium of banks in connection with a €50 billion secured financing for a European bank.
  • Represented a paper manufacturer in connection with an offering of senior secured high-yield notes, including a €350 million tranche and a $300 million tranche. 
  • Represented the underwriters in connection with a $500 million notes offering by a Fortune 500 food and beverage company.
  • Represented the underwriters in connection with the initial public offering and stock exchange listing of a commodity management and trading company.
  • Represented a European real estate developer in connection with the restructuring of €300 million in high-yield debt via a debt-for-equity exchange offer.
  • Represented a UK pub owner and operator in connection with a £350 million rights offering and placement of common shares.
  • Represented the underwriters in connection with a $150 million offering of notes by a real estate developer and rental property operator.
  • Represented a private equity fund’s start-up insurance company in connection with its formation and initial financing.
  • Represented a media technology company in connection with its offering of €600 million of convertible debt, and a significant shareholder in a related sale of shares. 
  • Represented a technology consulting business in connection with a $1.93 billion offering of shares.
  • Represented the underwriters in connection with a $2.3 billion offering of shares by a waste management company.
  • Represented the underwriters in connection with an offering of shares by a wireless technology manufacturer.  
  • Represented a major oil and gas company in establishing a $1 billion commercial paper program. 
  • Represented a cement manufacturer in connection with an offering of shares. 
  • Represented the underwriters in connection with two multi-billion dollar equity offerings by a European electric utility. 
  • Represented the underwriters in connection with a $271 million equity offering and stock exchange listing by a food and beverage company. 
  • Represented the underwriters in connection with a $220 million offering of floating rate notes to refinance a natural gas transportation company’s syndicated bank loan.
  • Represented the underwriters in connection with a $100 million offering of shares by an aluminum can manufacturer.
  • Represented the underwriters in connection with a $100 million offering of shares by an aluminum can manufacturer.
  • Represented the underwriters in connection with a bank’s $110 million offering of shares. 
  • Represented an Argentine company in connection with its initial listing of shares on the New York Stock Exchange.
  • Represented a Peruvian company in connection with a $60 million bridge loan. 

Mergers and Acquisitions

  • Represented an educational services company in connection with its sale to a strategic buyer.
  • Represented a payroll services provider in connection with its sale to a private equity fund. 
  • Represented a chemicals manufacturer in connection with its sale to a strategic buyer.
  • Represented a private equity fund in connection with its acquisition of a French-American printing equipment manufacturer.
  • Represented a Fortune 200 company in connection with its acquisition of communications technology manufacturer. 
  • Represented a Canadian energy company in connection with a joint venture.
  • Represented an insurance company in connection with its joint venture negotiations with another insurance company.
  • Represented two joint venture partners in their joint acquisition of a European waste management operation. 
  • Represented a major oil and gas company in connection with its acquisition by another oil and gas company. 
  • Represented a bank in connection with its tender offer for another bank.
  • Represented a global software company in connection with its acquisition of a minority stake in a media technology company.
  • Represented a financial services company in connection with its sale of a wholly-owned bank subsidiary. 
  • Represented a cosmetics company in connection with its acquisition of a sales network. 
  • Represented a cable company in connection with its acquisition of cable systems from another cable company.
  • Represented an outplacement services firm in connection with its acquisition of a majority stake in another outplacement services firm.
  • Represented an imaging technology manufacturer in connection with an asset sale. 
  • Represented management in connection with the contemplated MBO of a public company’s wholly-owned subsidiary and a related private placement of shares.

Securities Law Compliance

  • Advised a European sovereign issuer in connection with its 1934 Act reporting obligations. 
  • Advised a major oil and gas company in connection with its 1934 Act reporting obligations over a three-year period.
  • Advised a reinsurance company in connection with its 1934 Act reporting obligations over a two-year period.
  • Advised a European bank in connection with the Investment Company Act of 1940.
  • Advised a European oil services company with respect to its 1934 Act reporting obligations over a two-year period. 
  • Advised a significant shareholder of a U.S. public company in connection with his 1934 Act reporting obligations.

Corporate Governance, Commercial Contracts and Other Matters

  • Represented a California software company in connection with the negotiation of a software sales, licensing and services agreement.
  • Represented a European real estate developer in connection with a management agreement. 
  • Represented various South American and African mining companies in connection with ongoing revisions to their project financings.
  • Represented a leading insurance company in connection with its D&O, professional indemnity, and employment practices liability policy wordings.
  • Represented an insurance company in connection with an automotive liability policy wording.
  • Has routinely advised companies and private investment funds in connection with corporate governance matters, such as corporate structure, shareholder rights and corporate documentation.
Publications/Presentations

Presentations
“Protecting Your Company from Boardroom to Courtroom:  A Transactional, Regulatory and Litigation Perspective on Contract Drafting,” presented to the Association of Corporate Counsel, Chicago Chapter (April 2012) 
Professional Affiliations

The American Bar Association

British-American Business Council – Chicago chapter

Chicago Bar Association

French-American Chamber of Commerce – Chicago chapter

The Lawyers Club of Chicago

Admissions

State of Illinois

State of New York