Audra D. Cohen

Partner at Sullivan & Cromwell LLP

Audra D. Cohen

Audra D. Cohen

Partner at Sullivan & Cromwell LLP

Biography

Audra Cohen is co-Managing Partner of the Firm’s General Practice Group globally and serves as a co-head of the Firm’s Consumer & Retail and Power and Utility Groups. She has extensive experience representing clients on a broad range of merger and acquisition transactions, including public company mergers, private company transactions and spinoffs, and advising boards of directors on corporate governance and activism matters. As an active member of the Firm’s management, Ms. Cohen also serves on the Firm’s Diversity Committee.

Selected Representations
M&A Transactions

* Adient in the restructuring of its existing joint venture relationships with Yanfeng Automotive Trim Systems
* Andeavor in its $35.6 billion acquisition by Marathon Petroleum and $6.4 billion acquisition of Western Refining
* AT&T in the $2 billion sale of its incumbent local exchange operations in Connecticut to Frontier Communications
* Avon Products in numerous transactions
* C&S Wholesale Grocers in its acquisition of the wholesale distribution and supply business of Grocers Supply Company
* Collective Brands and its Board of Directors in its $2 billion sale to a consortium including Wolverine Worldwide, Blum Capital Partners and Golden Gate Capital
* Connecticut Water Service in its $1.1 billion acquisition by SJW Group
* Diageo in its agreement with Casa Cuervo to acquire full global ownership and control of Tequila Don Julio and in Diageo’s sale of Bushmills to Jose Cuervo Overseas and Diageo (and its predecessor Grand Metropolitan) in various transactions
* Dynegy in its proposed $4.7 billion acquisition by The Blackstone Group
* Intercontinental Exchange in its $5.2 billion acquisition of Interactive Data Corporation and $8.2 billion acquisition of NYSE Euronext
* Investor group led by entrepreneur and sports card collector Nat Turner, D1 Capital Partners and Cohen Private Ventures in its $853 million acquisition of Collectors Universe
* Kraft Foods Group in its $55 billion merger with H.J. Heinz Company to create The Kraft Heinz Company
* LSC Communications in its acquisition by Atlas Holdings and proposed $1.4 billion acquisition by Quad/Graphics, later terminated
* NBTY in its $3.8 billion acquisition by The Carlyle Group
* Panera Bread in its $7.5 billion acquisition by JAB
* Pepco Holdings in its $6.8 billion acquisition by Exelon Corporation
* Quality Care Properties in its acquisition of HCR ManorCare, later withdrawn
* Riverstone Holdings and Pattern Energy Group Holdings 2 LP (Pattern Development) in connection with Canada Pension Plan Investment Board (CPPIB) and Riverstone’s combination of Pattern Energy Group Inc. and Pattern Development under common ownership following CPPIB’s acquisition of Pattern Energy Group
* Ron Shaich, founder, chairman, and former CEO of Panera Bread, in connection with his investment vehicle Act III Holdings’ significant equity investment in Cava Group, to finance the $300 million acquisition of Zoe’s Kitchen, and $70 million investment in BJ’s Restaurants, along with funds and accounts advised by T. Rowe Price Associates
* RR Donnelley & Sons in numerous transactions, including its spin-off of its financial print and PRS businesses to create three independent, publicly traded companies and acquisitions of Consolidated Graphics and Bowne & Co.
* Wachovia Corporation in its $15.1 billion merger with Wells Fargo & Company
* ZF Friedrichshafen in its $12.4 billion acquisition of TRW Automotive Holdings
Director and Committee Representations
* Adient in its agreement with Blue Harbour Group
* Board of directors of Albertsons in the $17.4 billion sale of Albertsons to SUPERVALU, CVS Corporation and Cerberus Capital Management
* Independent directors and strategic review committee of First Data Corporation in connection with the $29 billion buyout by KKR
* Transactions committee of the board of directors of PepsiAmericas in its $4.2 billion sale to PepsiCo.
* Sempra Energy in its cooperation agreement with Elliott Management and Bluescape Energy Partners
* Special Committee of Tanker Investments in connection with its merger with Teekay Tankers

Selected Recognitions

* New York Super Lawyers – “Top Woman Attorney in New York” (2016-2019) and a leading lawyer for M&A (2006-2020)
* The American Lawyer – co-leader of S&C team advising on 2016 “Deal of the Year” – Kraft merger with Heinz (March 2016)
* The Lawdragon 500: Leading Lawyers in America (2012, 2013)
* Euromoney Legal Media Group Expert Guides, Women in Business Law – Leading Practitioner, Mergers & Acquisitions (2014)
* Euromoney Legal Media Group Americas Women in Business Law Awards – shortlisted for “Best in Mergers & Acquisitions” (2012, 2013)
* The American Lawyer – recognized as one of the “45 Under 45” – the best young women lawyers in the Am Law 200 (January 2011)
Selected Publications and Speaking Engagements
* “Accelerating and Evolving Role of ESG and ‘Stakeholder’ Governance,” PLI’s Preparing for Shareholder Activism: What You Need to be Doing Now 2020 (Panelist, 2020)
* “Planning for the Unpredictable: Proactive Scenario Planning by Boards of Consumer & Retail Companies,” WomenCorporateDirectors Global Institute (Panelist, 2020)
* “Public Company M&A Deals,” 37th & 38th Annual Federal Securities Institute (Panelist, 2019 & 2020)
* “Deal Activism: How Dealmakers Can Prepare for and Respond to Activist Campaigns Against M&A Transactions,” PLI’s Preparing for Shareholder Activism: What You Need to be Doing Now 2018 (Panelist, 2018)
* “M&A Roundup: Today’s Deal Landscape,” PLI’s 49th Annual Institute on Securities Regulation (Panelist, 2017)
* “What’s Trending in M&A?” PLI’s 48th Annual Institute on Securities Regulation (Panelist, 2016)
* “Top Ten Regulatory Considerations for Executing Consumer and Retail Deals,” Bloomberg BNA (co-author, 2016)
* “Hostile M&A,” PLI’s Hot Topics in Mergers and Acquisitions 2016 (Panelist, 2016)
* “M&A Today: Do the Laws of Attraction Still Apply?” PLI's 47th Annual Institute on Securities Regulation (Panelist, 2015)
* “Columbia Business and Law Association M&A Panel,” Columbia Law School Fundamentals of Corporate Law Series (Panelist, 2015)
* “Five Issues Directors of Consumer and Retail Companies Should Consider Immediately Following a Cybersecurity Breach,” Bloomberg BNA (co-author, 2015)
* “Public Company Negotiated Deals and Hostile Deals,” 33rd Annual Federal Securities Institute (Panelist, 2015)
* “Mergers & Acquisitions: Latest Trends and Deal Structures in Negotiating Public Company Deals,” 32nd Annual Federal Securities Institute (Panelist, 2014)
* “Drafting and Negotiating Corporate Agreements 2014,” PLI webcast (Panelist, 2014)

Overview
RelSci Relationships

977

Number of Boards

2

Number of Awards

12

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Faculty Member & Author at Practising Law Institute

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Special Counsel at Sullivan & Cromwell LLP

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Partner at Sullivan & Cromwell LLP

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Partner at Sullivan & Cromwell LLP

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Partner at Sullivan & Cromwell LLP

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Secretary, Chief Compliance Officer & General Counsel at LSC Communications, Inc.

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Senior Chair at Sullivan & Cromwell LLP

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Partner at Sullivan & Cromwell LLP

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Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP

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Managing Partner, Executive Compensation & Benefits Practice Group at Sullivan & Cromwell LLP

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In The News
South Florida Sun-Sentinel
April 19, 2017
Shockey, Meier
South Florida Sun-Sentinel
September 27, 2016
Meier, Shockey headline inductees
The Deal Pipeline
November 3, 2014
Diageo to gain full ownership of Tequila Don Julio
Paths to Audra D. Cohen
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You
Audra D. Cohen
Partner at Sullivan & Cromwell LLP
Education
JD
Class of 1992

Since enrolling its first class in 1865, The George Washington University Law School has produced some of the finest minds across the spectrum of legal scholarship. That tradition continues today, as GW Law graduates use the knowledge and skills they gain here to influence the critical legal conversations of our times.

BA
Class of 1989

Founded in 1861 by a private gift of 10 acres in what is now the heart of downtown Seattle, the UW is one of the oldest public universities on the West Coast. We’re deeply committed to upholding the responsibility that comes with that legacy. And being public has always meant being accessible. Anyone can enjoy and be enriched by all the UW has to offer, including world-class libraries, art, music, drama, sports and the highest quality medical care in Washington state. Being public also means being engaged with our communities, and through knowledge and discovery we are elevating the quality of lives of others.

Career History
Partner
Current

Sullivan & Cromwell provides legal advisory services to financial, healthcare, insurance, real estate, energy, other sectors.

Political Donations
$1,500
2008

Former Senator from New York

$1,000
2006

Former Senator from New York

$500
2004

Majority Whip at Office of the Senate Majority Whip, John Thune

Transactions
Details Hidden

SJW Group purchases Connecticut Water Service, Inc.

Details Hidden

The Invus Group LLC, Revolution Capital, SWaN & Legend Venture Partners, Cava Group, Inc. purchase Zoes Kitchen, Inc.

Details Hidden

Marathon Petroleum Corp. purchases Andeavor LLC

Awards & Honors
2012
Chambers USA: Women in Law Awards - Up and Coming Corporate/MandA Lawyer of the Year
2012
Super Lawyers - New York Super Lawyers, Mergers & Acquisitions
2011
Super Lawyers - New York Super Lawyers, Mergers & Acquisitions
Events
Speaker
Tulane University Law School's 20th Annual Corporate Law Institute

Speaker
New York City, NY
44th Annual Institute on Securities Regulation

Speaker
40th Annual Federal Securities Institute

Other Affiliations

Audra D. Cohen is affiliated with Sullivan & Cromwell LLP

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