Bruce W.Raphael

Of Counsel

Boston + 1.617.449.6899

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In his three decades of practice, Bruce Raphael has worked with public and private buyers and sellers to assess risk, structure, and negotiate hundreds of M&A transactions and to enable them to run their businesses post-transaction. He works with clients in a variety of industries, including financial services, telecommunications, gaming, life sciences, manufacturing, and technology, often in cross-border transactions.

Bruce has represented acquirors and sellers of financial and bank holding companies, banks, commercial and consumer finance companies, mortgage companies, mutual fund companies, stock brokers, dealers and specialists, and insurers and producers. He has additional experience representing financial services firms before the Federal Reserve System, the Office of the Comptroller of the Currency, the FDIC, numerous state regulators, and self-regulatory organizations.

Prior to joining Jones Day in 2011, Bruce advised financial institution clients on numerous complex transactions, including the acquisition of the third largest discount broker in the United States; an investment advisor with more than $21 billion of assets under management, and of more than $10 billion in credit card receivables; as well as in the sales of a "top ten" mortgage lender/servicer, a "top five" student loan servicer, and a subprime lender. In 2008, he advised Takeda Pharmaceutical Company in its $8.8 billion tender offer for Millennium Pharmaceuticals, the largest acquisition ever by a Japanese pharmaceutical company and the fourth largest foreign acquisition by a Japanese company. The transaction was named "Healthcare Deal of the Year for 2008" by Investment Dealers' Digest.

Bruce has spoken and published extensively on mergers and acquisitions and financial services industry issues.

Experience

  • NEP acquires VISTA WorldlinkJones Day advised NEP Group in its acquisition of VISTA Worldlink, a pioneer in providing centralized broadcast solutions since 2017. The acquisition supports NEP's strategic goal of becoming the worldwide leader in Centralized (Remote) Production.
  • USI Insurance Services acquires Inland InsuranceJones Day advised USI Insurance Services in its acquisition of Washington-based Inland Insurance, an independent risk management and employee benefits agency.
  • USI Insurance Services acquires Venneberg Insurance, Inc.Jones Day advised USI Insurance Services in its acquisition of Sitka, Alaska-based insurance agency Venneberg Insurance, Inc.
  • USI Insurance Services acquires Findley, Inc.Jones Day advised USI Insurance Services, a top 10 insurance broker, in connection with its acquisition of the stock of Findley, Inc., a leading independent human resources and employee benefits consulting firm, providing actuarial, benefits and administrative consulting services to private and publicly held companies, the public sector, and non-profit organizations.
  • USI Insurance Services acquires Hildi IncorporatedJones Day advised USI Insurance Services in its acquisition of Eden Prairie, Minnesota-based Hildi Incorporated, a regional actuarial consulting firm specializing in actuarial retirement plan services, including the design, administration, accounting, and valuation of defined benefit pension plans, including cash balance plans and post-retirement health and welfare plans.
  • USI Insurance Services acquires Colburn Group InsuranceJones Day advised USI Insurance Services in its acquisition of Troy, Michigan-based insurance agency Colburn Group Insurance d/b/a Colburn Group.
  • Sequential Technology International sold to APC HoldingsJones Day advised Sequential Technology International LLC, an innovative leader in the software, consulting, and BPO sectors, in its sale to APC Holdings.
  • USI Insurance Services acquires Chapman & ChapmanJones Day advised USI Insurance Services in its acquisition of Cleveland, Ohio-based Chapman & Chapman, Inc., a regional employee benefit and retirement consulting firm.
  • USI Insurance Services acquires Forté BenefitsJones Day advised USI Insurance Services in its acquisition of Fort Worth, Texas-based Forté Benefits, a full-service employee benefit broker-consulting firm.
  • USI Insurance Services acquires Full Service Insurance AgencyJones Day advised USI Insurance Services in its acquisition of Franklin, Tennessee-based insurance agency Full Service Insurance Agency, Inc.
  • USI Insurance Services acquires Orgill Singer & Associates, Inc.Jones Day advised USI Insurance Services in its acquisition of Las Vegas, Nevada-based insurance agency Orgill Singer & Associates, Inc. ("Orgill Singer Insurance").
  • USI Insurance Services acquires Scheetz, Hogan, Freeman & PhillipsJones Day advised USI Insurance Services in its acquisition of Greenville, South Carolina-based insurance agency Scheetz, Hogan, Freeman & Phillips.
  • NEP Group acquires SOS Global ExpressJones Day advised NEP Group in its acquisition of SOS Global Express, an independent international freight forwarding and full-service logistics company that specializes in supporting clients in broadcast, entertainment, music, and professional sports teams and leagues.
  • NEP Group acquires Aerial Video SystemsJones Day advised NEP Group in its acquisition of Aerial Video Systems, the Burbank, California-based provider of a range of HD wireless camera systems, aerial productions, and mobile audio and video RF solutions for sports, entertainment, and film clients.
  • USI Insurance Services acquires JRG Advisors, LLCJones Day advised USI Insurance Services in its acquisition of Wexford, Pennsylvania-based employee benefits services firm, JRG Advisors, LLC.
  • USI Insurance Services acquires Employee Benefit Concepts, Inc.Jones Day advised USI Insurance Services in its acquisition of Employee Benefit Concepts, Inc., one of the largest employee benefit consulting and human capital management firms in western New York.
  • USI Insurance Services acquires Chernoff Diamond & Co., LLCJones Day advised USI Insurance Services in its acquisition of New York-based retirement, benefits and risk management advisory firm, Chernoff Diamond & Co., LLC.
  • USI Insurance Services acquires GFI Insurance BrokerageJones Day advised USI Insurance Services, a world leader in insurance brokerage and risk management, in its acquisition of GFI Insurance Brokerage, Inc.
  • NEP Group acquires Broadcast Sports International, LLCJones Day advised NEP Group in its acquisition of Broadcast Sports International, LLC, a leading provider of radio-frequency audio-visual solutions to the live sports and broadcast television industry.
  • NEP acquires Fletcher Group, LLCJones Day advised NEP Group in its acquisition of Fletcher Group LLC, a Chicago-based company that provides high-end specialty ultra-slow motion and robotic camera systems in the sports and entertainment industry.

    • The following represents experience acquired prior to joining Jones Day.

    Financial Services
    Advised Fleet Financial Group in its historic "in-market" and multinational merger with BankBoston Corporation and in the unprecedented divestiture of 300 branches and more than $12 billion in each of deposits and assets.

    Advised FleetBoston Financial Corporation in its acquisition of Summit Bancorp., with $40 billion in assets, as well as the combined company in the related divestiture.

    Advised the largest bank-owned commercial finance company in the United States in the acquisition of a Japanese bank-owned commercial finance company with assets of over $6 billion and operations in the United States and Europe.

    Advised QBE Insurance Group Limited in its acquisitions of: property and casualty insurer Winterthur U.S. Holdings and its General Casualty and Uniguard subsidiaries from AXA for $1.8 billion; ZC Sterling Corporation, a market leading underwriting agency specializing in forced-placed insurance, for an up-front payment of $575 million; crop insurer NAU Country Insurance for $565 million; and the U.S. insurance operations of RenaissanceRe Holdings Ltd. for approximately $275 million.

    Advised Bank of America in the sale of its commercial insurance brokerage to Hilb, Rogal & Hobbs Company and in the sale of the commercial insurance brokerage assets of the former LaSalle Bank.

    Gaming
    Advised GTECH Corporation, a leading global information technology company focused in the lottery and gaming industries, in its acquisition of Spielo Manufacturing, a Canadian-based video lottery terminal manufacturer, and in its investment in Atronic, an international manufacturer of casino video gaming machines headquartered in Germany.

    Life Sciences
    Advised Takeda Pharmaceutical Company Limited in its $8.8 billion tender offer for Millennium Pharmaceuticals, Inc., the largest acquisition ever by a Japanese pharmaceutical company and the fourth largest foreign acquisition by a Japanese company.

    Advised TriPath Imaging, a manufacturer of oncology screening products, in its sale to Becton, Dickinson and Company for approximately $350 million.

    Advised Australia's CSL Limited in its sale of JRH Biosciences, its global sera and cell culture reagents business, with operations in the U.S., Europe, and Australia.

    Media & Broadcasting
    Advised Sunbeam Television Corp., owner and operator of WHDH-TV (Channel 7 Boston), in its acquisition of WLVI-TV (Channel 56 Boston) from the Tribune Company.

    Telecommunications
    Advised American Tower Corporation in numerous cellular and broadcast tower acquisitions.

    Advised Conversent Communications, a competitive local exchange carrier (CLEC), in its merger with Choice One Communications to create One Communications.

    Advised Nautic Partners in its acquisition, and subsequent disposition, of North American Communications Resources, one of the largest Avaya resellers in the U.S.

    Advised publicly and privately held cellular telephone service providers in acquisitions, dispositions, and contractual matters, including the acquisition of other cellular providers, the sale and leaseback of more than 530 cellular towers, the acquisition of rights to franchise the CellularOne® brand, and the negotiation of a master roaming, spectrum purchase, and spectrum license agreements.

    View All

    August 2017 Commentaries

    The Fed's Small BHC Policy Statement—Regulatory Relief for Bank Growth and Acquisitions

    February 2017 Commentaries

    Bank Mergers: Managing Regulatory Issues and Termination Risks

    May 2012 Commentaries

    Federal Reserve Approves First Chinese Acquisition of a U.S. Bank and Provides Roadmap for International Acquisitions

    June 2011 Commentaries

    Value Appreciation Instruments in FDIC-Assisted Acquisitions

    Speaking Engagements

    • March 29, 2018
      Strategies for Maximizing Value of External M&A Resources, moderator, Boston Bar Association Fourth Annual Mergers & Acquisition Conference
    • November 1, 2016
      Boston Bar Association Annual Mergers & Acquisition Conference, Advisory Committee Member
    • October 20, 2015
      M&A Outlook/Auctions in the Current Environment, moderator, Boston Bar Association Second Annual Mergers & Acquisition Conference
    • September 23, 2008
      Doing Deals and Litigating Them in a Downturn, panelist, Association of Corporate Counsel (ACC) Greater New York Chapter
    • May 29-30, 2008
      Cross Border Mergers & Acquisitions in Biopharma: Synergies That Transcend Borders, panelist, TieCon East 2008
    • March 14, 2008
      Ethical, Practical, and Winning Strategies for Negotiating and Drafting Pharma/Biotech M&As, ACI's Life Sciences Mergers and Acquisitions Post Conference Master Class
    • September 24-25, 2007
      Capital Roundtable's MasterClass™ and pre-MasterClass™ Workshop on Financial Services Companies - How to Source & Evaluate Middle-Market P.E. Opportunities
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