Bruce W.Raphael

Of Counsel

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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

  • 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.
  • USI Insurance Services acquires The Gaudreau GroupJones Day advised USI Insurance Services LLC ("USI") on the acquisition of Wilbraham, Massachusetts-based The Gaudreau Group Inc. Insurance Agency ("The Gaudreau Group").
  • USI Insurance Services acquires CHS InsuranceJones Day advised USI Insurance Services LLC ("USI"), a portfolio company of KKR and CDPQ, on the acquisition of CHS Insurance Services ("CHS Insurance").
  • USI Insurance Services acquires Wells Fargo Commercial Insurance businessJones Day advised USI Insurance Services ("USI"), a portfolio company of KKR and CDPQ, on the acquisition of Wells Fargo Insurance Services USA, Inc. ("WFIS") from Wells Fargo & Company.
  • USI Insurance Services acquires Ball PeoplesJones Day advised USI Insurance Services LLC in its acquisition of the assets of Ball Peoples, an employee benefits advisory firm headquartered in Austin, Texas.
  • USI Insurance Services acquires Johnson & BryanJones Day advised USI Insurance Services LLC in its acquisition of the assets of Johnson & Bryan, a leading retail property-casualty and employee benefits insurance brokerage firm based in Atlanta, Georgia.
  • F.L. Roberts & Co. sells wholesale motor fuels distribution and fuels transportation businesses to affiliated entities owned by Frank RobertsJones Day advised F.L. Roberts & Co., Inc., the largest independent petroleum marketer in Western Massachusetts, in the sale of its wholesale motor fuels distribution and fuels transportation businesses to a group of affiliated entities owned by Frank Roberts, the former managing director of such businesses for the company.
  • F.L. Roberts & Co. sells convenience stores and Golden Nozzle® car wash locations in Massachusetts and ConnecticutJones Day represented F.L. Roberts & Co., Inc., the largest independent petroleum marketer in Western Massachusetts, in the sale of its retail gas station and car wash businesses, consisting of 27 gas station and convenience stores, 21 car washes, two truck stops, and a diner, to Nouria Energy Corporation.
  • F.L. Roberts & Co. sells nine Jiffy Lube locations to Atlantic Coast EnterprisesJones Day advised F.L. Roberts & Co., Inc., the largest independent petroleum marketer in Western Massachusetts, and an owner and operator of various Jiffy Lube service centers, in the sale of nine Jiffy Lube locations to Atlantic Coast Enterprises, LLC, an owner and operator of 50 Jiffy Lube service centers in Tampa, Miami, and West Palm Beach, Florida, as well as Myrtle Beach, South Carolina.
  • USI Insurance Services acquires Forrest Sherer InsuranceJones Day advised USI Insurance Services LLC in its acquisition of the assets of Forrest Sherer Insurance, Inc., an Indiana insurance agency providing property-casualty, employee benefits, and personal risk services, from First Financial Corporation.
  • USI Insurance Services acquires Hanratty & AssociatesJones Day advised USI Insurance Services LLC in its acquisition of the assets of Plymouth, Minnesota-based Hanratty & Associates, Inc., an insurance agency that provides employee benefits consulting, third-party administration, human resource solutions, health care reform compliance, wellness consulting, financial services, and risk management.
  • USI Insurance Services acquires Brooks InsuranceJones Day advised USI Insurance Services LLC in its acquisition of the assets of Brooks Insurance Agency, Inc., one of the largest independent agencies in the Midwest.
  • USI Insurance Services acquires CBDIJones Day advised USI Insurance Services LLC in its acquisition of the assets of CBDI, Inc., an employee benefits wholesale brokerage operation based in Mount Laurel, New Jersey.
  • USI Insurance Services acquires Healthcare Liability SolutionsJones Day advised USI Insurance Services LLC in its acquisition of the assets of Healthcare Liability Solutions, LLC, a Houston, Texas property and casualty brokerage firm dedicated to customizing insurance programs for healthcare organizations and providers specializing in professional liability insurance.
  • USI Insurance Services acquires insurance brokerage operation of First Merchants CorporationJones Day advised USI Insurance Services LLC in its acquisition of First Merchants Insurance Services, Inc., from First Merchants Corporation.

    • 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

    Additional Publications

    • February 16, 2007Record PE cash levels mean it's a seller's market, coauthor, Boston Business Journal
    • 2006Structuring, Negotiating and Consummating an M&A Transaction, chapter co-author, M&A Negotiations, Aspatore Books
    • August 2005Mutuals oppose NAIC model audit rule, Insurance Day
    • Summer 2004Banking on Insurance?, Insider Quarterly

    Speaking Engagements

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