Spencer Klein

Partner

Spencer D. Klein is a partner in O'Melveny's New York office and East Coast Head of the Mergers & Acquisitions Practice. Spencer has been involved in over 100 successfully closed mergers, tender and exchange offers, stock and asset acquisitions and divestitures, and joint ventures. He has extensive experience in contested M&A transactions, proxy contests and takeover defense counseling.

Spencer has represented and advised leading U.S. and multinational corporations and investment banks in their mergers and acquisitions transactions. He has advised clients in a broad range of industries, including financial services, entertainment and media, healthcare, consumer products and telecommunications.

When he joined O'Melveny & Myers in 2005, American Lawyer named Spencer as one of its Star Laterals of the Year. Spencer has been recognized as one of New York's Super Lawyers by Law & Politics in each of 2006, 2007 and 2008 and is recognized as one of the World's Leading M&A Lawyers by International Financial Law Review and by Legal Media Group. 

Illustrative Professional Experience

• Representation of the Special Committee of Independent Managers and the Audit Committee of GMAC LLC
• Representation of The Jean Coutu Group (PJC), Inc. in:
  • the $3.4 billion sale of the Eckerd and Brooks drugstore business to Rite Aid Corporation
  • its $2.375 billion acquisition of over 1,500 drugstores comprising Eckerd's Northern and Mid-Atlantic drugstore business from J.C. Penney Company, Inc.
• Representation of HLTH Corporation (formerly known as Emdeon Corporation) in:
  • its $2.3 billion merger with WebMD Health Corp. (terminated) 
  • the sale of its Emdeon Practice Service business to Sage Software, Inc.
  • the sale of a 52% interest in its Emdeon Business Services business to an affiliate of General Atlantic LLC
  • the sale of the remaining 48% interest in its Emdeon Business Services business to affiliates of Hellman & Friedman and General Atlantic LLC
• Representation of the Board of Directors of NYSE Group, Inc. in its $10.2 billion merger with Euronext N.V.
• Representation of Quest Diagnostics Incorporated in its acquisition of Focus Diagnostics, Inc.
• Representation of Soros Fund Management and Dune Capital Management in their acquisition of the DreamWorks live-action film library from Viacom Inc.
• Representation of Regis Corporation in its $2.6 billion acquisition through a reverse Morris Trust structure of the Sally Beauty business of Alberto-Culver Company (terminated)
• Representation of the Board of Directors of New York Stock Exchange, Inc. in its $6.2 billion merger with Archipelago Holdings, Inc. and related conversion from not-for-profit to for-profit form
• Representation of Specialty Laboratories, Inc. in its sale to AmeriPath, Inc.
• Representation of DaVita Inc. in its $3.05 billion acquisition of Gambro Healthcare, Inc., the US kidney dialysis business of Gambro AB
• Representation of Merrill Lynch & Co., Inc. in its acquisition of the energy trading business of Entergy-Koch, LP.
• Representation of J.P. Morgan Securities Inc. as financial advisor to Manor Care, Inc. in its $6.8 billion sale to The Carlyle Group
• Representation of Evercore Partners as financial advisor to:
  • General Motors Corporation in the sale of a 51% interest in General Motors Acceptance Corporation to a consortium of investors including Cerberus Capital Management L.P., Citigroup Inc. and Aozora Bank Ltd., for total consideration of approximately $14 billion
  • NTL Inc. in its $9.1 billion acquisition of Telewest Global, Inc.
  • Swiss Reinsurance Co in its $6.8 billion acquisition of GE Insurance Solutions
• Representation of Centerpulse Ltd. in:
  • the sale of its Sulzer IntraTherapeutics peripheral stents business to Microvena Corporation.
  • the sale of its Vascutek vascular grafts business to Terumo Corporation.
  • the sale of its Carbomedics heart valves business to SNIA S.p.A.
• Representation of Barrick Gold Corporation in its acquisition through merger of Homestake Mining Company.
• Representation of Telefonaktiebolaget LM Ericsson in:
  • the sale of certain assets of MPD Technologies, Inc.
  • its acquisition of the software and hardware businesses of LCC International, Inc.
  • its acquisition of the infrastructure products business of QUALCOMM Incorporated, the cross-licensing of technology and the settlement of patent litigation.
• Representation of Brach's Confections, Inc. in the sale of the assets of Andes Candies, Inc. to Tootsie Roll Industries, Inc.
• Representation of Novartis AG in:
  • its acquisition of the assets of Grand Laboratories, Inc.
  • its acquisition of the assets of IMMTech Holdings and affiliates.
  • the sale of Red Line HealthCare Corporation to McKesson Corporation.
  • its acquisition of the crop protection business of Merck & Co., Inc.
  • the sale of the United States and Canada flea and tick product business of Sandoz Ltd. and related assets to Central Garden & Pet Company.
  • its acquisition through tender offer of SyStemix, Inc.
  • the sale of the corn herbicide business of Sandoz Ltd. to BASF Aktiengesellschaft.
• Representation of Sandoz Ltd. (now Novartis AG) in:
  • its acquisition through tender offer of Genetic Therapy, Inc.
  • its acquisition through tender offer of Gerber Products Company.
• Representation of MCA INC. (now Universal Studios Inc.) in its acquisition of 50% of Interscope Records.
• Representation of National Broadcasting Company, Inc. in two joint ventures with Microsoft Corporation for the MSNBC interactive online news service and 24-hour cable news channel.
• Representation of The Seagram Company Ltd. in its acquisition of 80% of MCA INC. (now Universal Studios Inc.).
• Representation of Viacom Inc. in:
  • the sale of Madison Square Garden Corporation (including the New York Knickerbockers Basketball Club and the New York Rangers Hockey Club).
  • its merger with Blockbuster Entertainment Corporation.
  • its tender offer for and merger with Paramount Communications Inc.

Professional Activities

Member, Hofstra University School of Law, Special Professor of Law; Chairman, Board of Visitors, Department of Political Science, The Pennsylvania State University; President's Club, The Pennsylvania State University; Mount Nittany Society; New York City Regional Selection Panel, White House Fellowship Program; Advisory Board, Northeast Business Law Center at the New York County Lawyers' Association