Frode Jensen practices in the area of corporate transactions, including mergers and acquisitions, public and private securities offerings, private equity portfolio transactions, and corporate governance. He has represented European and other foreign clients in major cross-border transactions, including mergers and acquisitions, global securities offerings and joint ventures.
Mr. Jensen's experience includes:
- the representation of US and foreign public and private companies, financial buyers and financial advisors in domestic and cross-border merger, acquisition, joint venture and disposition transactions;
- the representation of private equity, buy out and venture capital funds in their investment and M&A activities; and the representation of portfolio companies in their corporate activities;
- the representation of issuers, selling shareholders and underwriters in securities transactions, including IPOs, primary and secondary follow-on equity offerings and offerings for European and Asian issuers; private equity placements and 144A transactions; high yield and other public and private debt transactions; PIPES transactions; and going private transactions;
- the representation of sponsors of and partners in private equity and other funds in respect of fund formation, governance and termination matters;
- the representation of boards of directors and special committees of public companies in connection with governance matters and related parties and change of control transactions and special investigations.
While at Columbia Law School, Mr. Jensen was a Harlan Fiske Stone Scholar. He began practice with the law firm of Davis Polk and Wardwell in New York City in 1978.
Among the representative M&A matters Mr. Jensen has handled in recent years include:
- lead counsel to a major US textile manufacturer with global operations in connection with the acquisition in 2007 of two national distribution companies, one based in North Carolina and the other in Ohio. Total transaction values not disclosed.
- M&A counsel to a management-led buyout group in 2007 in connection with the sales process which culminated in the agreement of the management group to purchase certain assets of Clark, Inc. (Public, NYSE: CLK) in connection with the acquisition of Clark by affiliates of the AEGON Group for total merger consideration of approximately $300 million.
- M&A counsel to RailAmerica, Inc. (Public, NYSE:RRA) in 2006 in connection with the sales process which culminated in the agreement of Fortress Investment Group LLC to purchase Rail America for $1.1 billion.
- M&A co-counsel to Kos Pharmaceuticals, Inc. (Public, NASDAQ: KOSP) in 2006 in connection with the sales process which culminated in the agreement of Abbott Laboratories to purchase Kos for $4.1 billion.
- counsel in 2005 to Tri-Star Electronics International, Inc., a portfolio company of Odyssey Investment Partners, a leading private equity firm, in connection with the acquisition of a manufacturing business from ITT Industries, Inc. (Public, NYSE: ITT) and related supply agreement. Total transaction value not disclosed.
- counsel in 2005 to Formosa Plastics Corporation, U.S.A. in connection with purchase of Formosa Plastics Corporation, America from Formosa Plastics Corporation [Taiwan] (Public, Taiwan Stock Exchange: FPC). Total transaction value not disclosed.
- counsel in 2004 to Voyager Hospicecare, Inc., a start-up acquisition company, in connection with the sale of a controlling interest to Sanders, Karp & Megrue (now Apax Partners), a leading private equity firm.
- counsel to Xerox Corporation (Public, NYSE: XRX) in 2002 in connection with the sale of Xerox's machine manufacturing operations in Canada, Mexico, Malaysia, Brazil and the Netherlands to Flextronics (Public, NASDAQ: FLEX) and related manufacturing agreements. Approximately 2,545 Xerox employees in those operations were transferred to Flextronics. Total transaction value not disclosed.
- counsel to Apollo Management, Inc., a leading private equity firm, in 2001 in connection with the proposed acquisition of Mail Boxes, Etc., a worldwide franchisor of independently owned and operated shipping centers, and subsidiary of US Office Products (Public, NASDAQ: USOP). (Approximate transaction value $400 million; documentation finalized but transaction not completed).
- counsel in 1999 to Morgan Products Ltd. (Public, NYSE:MGN), one of the largest distributors of millwork products in the U.S., in its sale to Andersen Corporation, manufacturer of Andersen windows.
- counsel to Buhrmann NV (Public, Amsterdam Stock Exchange) in the $2.9 billion 1999 acquisition of Corporate Express, Inc. (Public, NASDAQ: CEXP), an international office products supply company, creating the world’s largest office products and services company with revenues of more than $9 billion.
- lead U.S. counsel to Astra AB in the 1999 $70 billion combined market cap merger of Astra AB (Public, Stockholm Stock Exchange) and Zeneca plc (Public, London Stock Exchange) (at the time the largest European cross-border M&A transaction).
- counsel to Clinical Communications Group, a closely held provider of marketing services to the pharmaceutical industry, in connection with its acquisition by Snyder Communications Inc. (Public, NYSE:SNC) for $108 million in 1998.
- counsel to Astra AB (Public, Stockholm Stock Exchange) in the 1998 acquisition by Astra from Merck & Co., Inc. (Public, NYSE:MRK) of Merck’s one-half interest in Astra Merck Inc. (transaction value $5 billion).
- counsel to Buhrmann NV (Public, Amsterdam Stock Exchange) in connection with the 1998 "going-private" acquisition of BT Office Products International, Inc. (Public, NYSE: BTF) (transaction value: $138.9 million).