Russell L. Leaf

Partner

New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
T 212 728 8593
F 212 728 9593
rleafwillkie.com

Russell L. Leaf is a partner in the Corporate and Financial Services Department of Willkie Farr & Gallagher LLP in New York. Russell focuses on private equity, public and private mergers and acquisitions (including asset management related transactions and bankruptcy-based asset sales), corporate finance, venture capital, and general corporate and securities law.

In April 2012, Russell was one of five attorneys nationwide to be profiled by Law360 as a "Rising Star" in the area of Private Equity.

Russell L. Leaf is a partner in the Corporate and Financial Services Department of Willkie Farr & Gallagher LLP in New York. Russell focuses on private equity, public and private mergers and acquisitions (including asset management related transactions and bankruptcy-based asset sales), corporate finance, venture capital, and general corporate and securities law.

In April 2012, Russell was one of five attorneys nationwide to be profiled by Law360 as a "Rising Star" in the area of Private Equity.

Selected Significant Matters

In the area of mergers and acquisitions, Russell has represented: Aralez Pharmaceuticals in its acquisition of the U.S. and Canadian rights to cardiovascular drug Zontivity from Merck; Deutsche Bank in the sale of its high net worth retail brokerage business to Raymond James; Hudson’s Bay Company in its €2.82 billion cross-border acquisition of Galeria Kaufhof; Auxilium Pharmaceuticals in its acquisition by Endo International; Helm Financial and its controlling owner, k1 Ventures, in the sale of Helm Financial to Wells Fargo; AREA Property Partners, L.P. in its acquisition by Ares Management LLC; Deutsche Bank AG in the sale of its subsidiary commercial real estate loan portfolio and platform to Union Bank of California;  Auxilium Pharmaceuticals, Inc., in its acquisition of Actient Holdings LLC for a total enterprise value of up to $657 million; United Maritime Group, LLC in the sale of its barge transportation subsidiary to Ingram Barge Company, the sale of U.S. United Bulk Terminal to an affiliate of Oiltanking Holding Americas, Inc.; and the sale of U.S. United Ocean Services, LLC to an affiliate of International Shipholding Corporation; Inspire Pharmaceuticals, Inc. in its $430 million acquisition by Merck; Cobalt Holding Company in its acquisition by Automatic Data Processing, Inc.; Sepracor, Inc. in its acquisition by Dainippon Sumitomo Pharma Co., Ltd.; Electronic Data Systems Corporation in its acquisition by Hewlett-Packard Company; Monsanto Company in its acquisition of Delta and Pine Land Company; Intermountain Gas Company in its acquisition by MDU Resources Group, Inc.; America Movil in its acquisition of the Puerto Rico telephone company from Verizon; Major League Baseball in its sale of the Washington Nationals; Greenstreet Equity Partners and other investors in the acquisition of TECO Transport Corporation from TECO Energy, Inc; Werner Holding Co. in its section 363 sale to an investor group; and Warburg Pincus in numerous transactions, including the leveraged buy-out of TransDigm Holding Company, the sale of its portfolio company SpineCore, Inc. to Stryker Corporation, the going private transaction involving The Cobalt Group, Inc., and its acquisition of a majority interest in FacilitySource.

In the area of private equity, Russell has represented: Carrix, Inc. in the purchase of the interest in FRS Capital, the parent of Carrix, held by Goldman Sachs Infrastructure Partners and the related significant minority investment in FRS Capital by an affiliate of Fernando Chico Pardo; RedBird Capital Partners, The Stephens Group, Jordan/Zalaznick Advisers and other institutional investors in connection with the acquisition with management of Cequel Data Centers, LLC; Carrix Inc. in connection with its sale of a minority stake to an affiliate of Goldman Sachs & Co.; Aeolus L.P. in an equity capital raise; and Warburg Pincus in connection with its acquisitions of International Technidyne Corporation and Nexus DX, Inc. and Total Safety and its investments in OnTargetJobs, Inc., SpineCore, Inc., Elematics, Inc. and several other companies; k1 Ventures Limited in its investment in Guggenheim Capital, LLC; and AREA Property Partners in the sale of a 35 percent equity interest to affiliates of National Australia Bank.

Other significant representations have included: Sarissa Capital in the settlement of two threatened proxy contests with ARIAD Pharmaceuticals and the settlement of a threatened proxy contest with Aegerion Pharmaceuticals; Hudson’s Bay Company in its formation of a joint venture with Simon Property Group, as well as a subsequent sale of $533 million of its equity in the joint venture; Carrix, Inc. in connection with the proposed development of the Gateway Pacific Terminal; Aeolus Capital Management in its formation and minority investment from Allied World; a leading international investment bank and asset manager in the spin-out of two investment teams; the principals of Monarch LP in the spin-out from Quadrangle Group; Adelphia Communications Corporation in connection with its debtor-in-possession financing and its proposed exit financing package; TransDigm Group Incorporated in connection with its initial public offering and follow-on offering; and Major League Baseball in its satellite radio agreement with XM Satellite Radio Inc.

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