Keith A. Pagnani

Partner at Sullivan & Cromwell LLP

Keith A. Pagnani

Keith A. Pagnani

Partner at Sullivan & Cromwell LLP

Biography

Recognized by The American Lawyer as “Dealmaker of the Week” in 2015 for his role advising UnitedHealth in its subsidiary OptumRx’s $12.8 billion combination with Catamaran Corporation and “Dealmaker of the Year” in 2011 for his role advising Alcon, Inc.’s independent directors committee in Alcon’s $52.9 billion acquisition by Novartis AG, Keith Pagnani is actively involved in Sullivan & Cromwell’s corporate practice and has broad experience representing buyers, sellers, special committees of independent directors and financial advisers on a wide range of domestic and international merger and acquisition transactions.

Mr. Pagnani also is actively involved in the Firm’s management and administration, including as co-head of the Firm’s Healthcare and Life Sciences Group and as a member of the Firm’s Diversity Committee.

Mr. Pagnani frequently speaks on M&A and corporate matters, including as a member of the Practising Law Institute. At the AdvaMed MedTech Conference, he has moderated multiple panels including “Current Investment Flow, M&A and Deal Structures,” “CEO Unplugged: Business Development, Strategic Alliance & M&A” and “Preparing and Executing an M&A Event.” Mr. Pagnani is a member of Tulane University Law School’s planning committee and is a regular participant in the School’s Annual Corporate Law Institute. He participated in the Corporate Law Institute’s 2019 panel “Hot Topics in M&A Practice.” He also co-moderated panels at the 2018 and 2017 Corporate Law Institute, in addition to participating in other panels including on topics covering M&A, boards of directors and other corporate governance matters. He participated in a discussion on trends in M&A at the Harvard Association of Law and Business of Harvard Law School and was a panelist for “Leveraging Board Relationships and Expertise to Drive M&A,” at the Corporate Development Leadership Forum at the New York Stock Exchange. He was a panelist for “What’s on the Healthcare Dealmaking Landscape?” at The Deal’s Healthcare Dealmaking Symposium, and for “Negotiated Transactions and Deal Issues” at the Florida Bar Business Law Section and at West’s 27th Annual Federal Securities Institute.

Recognitions

* Chambers USA (2016, 2017, 2018, 2019, 2020)
* The National Law Journal “Healthcare Trailblazer” (2019)
* The Am Law Daily “Dealmaker of the Week” (April 2015, October 2012 and December, 2010)
* M&A Advisor “Dealmaker of the Year” Finalist (2014)
* The American Lawyer “Dealmaker of the Year” (2011)
* The Legal 500 United States (2011, 2014, 2015, 2016, 2017, 2018)
* The Lawdragon 500: Leading Lawyers in America (2011, 2012, 2013, 2014, 2015)
* Recipient of the Atlas Award as the “Global M&A Lawyer of the Year” (2011)
* The Lawdragon 3000: Leading Lawyers in America (2009-2010)
* Super Lawyers Corporate Counsel Edition – recognized for M&A (2009)
* New York Super Lawyers – recognized for M&A (since 2006) and Healthcare (since 2009)
* The Lawdragon 500: Leading Dealmakers in America – recognized for M&A (2007)
* The Lawdragon 500: New Stars, New Worlds – recognized for M&A, Banking & Finance, Private Equity and Intellectual Property (2006)

SELECTED REPRESENTATIONS
Transactions in which Mr. Pagnani has been involved include representations of:
* Harris Corporation in its $35 billion merger of equals with L3 Technologies to form L3Harris Technologies
* UnitedHealth Group in its tender offer for a 57% percent ownership in Empresas Banmédica
* UnitedHealth Group in connection with Optum’s $4.3 billion acquisition of DaVita Medical Group
* Delta Air Lines in its agreement with Air France-KLM to acquire a 10% stake in Air France through a capital increase of $438 million
* Praxair in its $80 billion merger of equals with Linde AG
* Stryker Corporation in its $2.8 billion acquisition of Sage Products from Madison Dearborn Partners and its acquisition of Stanmore Implants Worldwide from SIW Holdings
* CA (f/k/a Computer Associates) in its $590 million agreement to repurchase 22 million shares of its Common Stock from Careal Holding AG
* Special Committee of Solera Holdings in connection with its $6.5 billion acquisition by Vista Equity Partners
* Bessemer Trust Company, as Trustee to the Louie E. Roche and Harvey Hubbell Trusts, in connection with its agreement to support a reclassification transaction by Hubbell Incorporated to eliminate its existing two-class structure
* UnitedHealth Group in connection with its subsidiary OptumRx’s $12.8 billion combination with Catamaran Corporation
* Harris Corporation in its $4.6 billion acquisition of Exelis
* Endo International in its $2.6 billion acquisition of Auxilium Pharmaceuticals
* The Priceline Group in its $2.6 billion acquisition of OpenTable and in its $1.8 billion acquisition of KAYAK Software
* Coleman Cable in its acquisition by Southwire Company
* Praxair in its $1.1 billion acquisition of NuCO2
* UnitedHealth Group in its $4.9 billion acquisition of Amil Participações
* The Heyman family in its $3.2 billion sale of International Specialty Products to Ashland
* Valeant Pharmaceuticals in its aborted $5.7 billion unsolicited bid for Cephalon
* Alcon and Alcon’s Independent Directors in connection with the sale of Nestlé’s Alcon stake to Novartis and Novartis’ acquisition of the remaining publicly held minority interest in Alcon for $52.9 billion
* IMS Health in its $5 billion acquisition by investment funds managed by TPG Capital and Canada Pension Plan Investment Board – the largest leveraged buyout of 2009
* H&R Block in the sale of its financial advisory business to Ameriprise Financial
* Independent Directors and Strategic Transaction Committee of UST in connection with its sale to Altria Group
* UnitedHealth Group in its acquisition of Sierra Health Services, XLHealth Corp and prior acquisitions of Arnett HealthSystem and John Deere Healthcare
* Special Committee of the Board of Directors of Vertrue in its acquisition by One Equity Partners
* Rabobank in its acquisition of Mid-State Bancshares
* Board of Directors of Andrx in its sale to Watson Pharmaceuticals
* IMS Health in its aborted merger with VNU, its sale of Erisco to the Tri Zetto Group and the subsequent sale of its TriZetto interest
* CA (f/k/a Computer Associates) in its acquisitions of Niku Corporation, Concord Communications and Netegrity
* Pharmacia in its merger with Pfizer
* ING in the sale of its U.S. investment banking business to ABN Amro
* Goldman, Sachs & Co. in its acquisitions of Spear, Leeds & Kellogg and Benjamin Jacobson
* Special Committee of the Board of Directors of NCH in its going-private transaction
* SBC Communications in its acquisitions of Ameritech and Prodigy Communications Corporation
* Provident Companies in its merger with UNUM
* Vivendi in its acquisition of Superior Services
* Western Resources in its unsolicited exchange offer for ADT Limited
* Praxair in its successful takeover of CBI Industries
* Eastman Kodak in the sale of more than $3 billion of assets
* the combination of Covia Partnership and Galileo Company to form the world’s largest computer reservations system
In transactions where the Firm has represented financial advisers, Mr. Pagnani has been involved in:

* Starwood Hotels’ $12 billion acquisition by Marriott International
* Coca-Cola Enterprises’ merger of Coca-Cola Iberian Partners SA and Coca-Cola Erfrischungsgetränke AG to form Coca-Cola European Partners
* St. Jude Medical’s $3.3 billion acquisition of Thoratec
* Patterson Companies’ $1.1 billion acquisition of Animal Health International
* AmerisourceBergen’s $2.5 billion acquisition of MWI Veterinary Supply
* Tornier’s $1.3 billion merger agreement with Wright Medical Group
* STERIS Corporation’s $1.9 billion acquisition of Synergy Health
* hiSoft Technology International’s merger of equals with VanceInfo Technologies
* EKR Therapeutics’ acquisition by Cornerstone Therapeutics
* American Dental Part

Overview
RelSci Relationships

1036

Number of Boards

1

Number of Awards

10

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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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Partner at Sullivan & Cromwell LLP

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Special Counsel at Sullivan & Cromwell LLP

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Partner at Sullivan & Cromwell LLP

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Faculty Member & Author at Practising Law Institute

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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 Sullivan & Cromwell LLP

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Keith A. Pagnani
Partner at Sullivan & Cromwell LLP
Education
J.D.
Class of 1989

The Columbus School of Law, also known as CUA Law, is the law school of The Catholic University of America, in Washington, D.C. The law school was established in 1897. Its name comes from ties to The Knights of Columbus.

B.A.
Class of 1986

Dickinson College, founded in 1773, is a highly selective, private residential liberal-arts college known for its innovative curriculum. Its mission is to offer students a useful education in the arts and sciences that will prepare them for lives as engaged citizens and leaders. The 180-acre campus of Dickinson College is located in the heart of historic Carlisle, Pa. The college offers 42 majors with an emphasis on international studies, has more than 40 study-abroad programs in 24 countries on six continents and offers 13 modern languages.

Memberships
Member
Current

Practising Law Institute is a non-profit continuing legal education organization chartered by the Regents of the University of the State of New York, founded in 1933. PLI is dedicated to providing the legal community and allied professionals with the most up-to-date, relevant information and techniques which are critical to the development of a professional, competitive edge. We achieve these goals through the highest quality Seminars held annually in locations across the United States, annually supplemented Treatises, Audio CDs and DVDs, MP3s, Live Webcasts, Course Handbooks, and On-Demand Learning. Since its founding PLI has witnessed more than 3 million registrations and publication purchases by lawyers and allied professionals. PLI's Institutes and Programs provide lawyers with up-to-date information each year. Our programs are held in several locations including New York, California, Illinois, Washington, DC, Georgia, Massachusetts, New Jersey, Texas, Virginia, Pennsylvania, London and Hong Kong. PLI also expanded its offerings, with a Patent Law Practice Center, Securities Law Practice Center, Pro Bono & Public Interest areas, research and development, critical to PLI's mission. PLI created a law school division to strengthen the relationship with law school students and faculty. Finally, with most states adopting MCLE programs, PLI is planning courses accordingly and has also committed itself to providing lower priced courses to meet the needs of newly admitted attorneys. PLI is headquartered in New York City with an office in California.

Career History
Partner
Current

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

Boards & Committees
Member, Billing Policy Committee
Current

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

Non-Profit Donations & Grants

Learn how non-profit organizations benefit from RelSci
$1,000 - $2,499
2015

Dickinson College, founded in 1773, is a highly selective, private residential liberal-arts college known for its innovative curriculum. Its mission is to offer students a useful education in the arts and sciences that will prepare them for lives as engaged citizens and leaders. The 180-acre campus of Dickinson College is located in the heart of historic Carlisle, Pa. The college offers 42 majors with an emphasis on international studies, has more than 40 study-abroad programs in 24 countries on six continents and offers 13 modern languages.

$1,000 - $2,499
2014

Dickinson College, founded in 1773, is a highly selective, private residential liberal-arts college known for its innovative curriculum. Its mission is to offer students a useful education in the arts and sciences that will prepare them for lives as engaged citizens and leaders. The 180-acre campus of Dickinson College is located in the heart of historic Carlisle, Pa. The college offers 42 majors with an emphasis on international studies, has more than 40 study-abroad programs in 24 countries on six continents and offers 13 modern languages.

N/A
2013

Boston College is one of the nation's best and most selective universities, with U.S. News & World Report ranking Boston College 31st among national universities, and Forbes ranking it 26th in its 2012 America's Best Colleges listing. Boston College confers more than 4,000 degrees annually in more than 50 fields of study through eight schools and colleges. Faculty members are committed to both teaching and research having earned nearly $60 million in research grants in the last year alone. The University has made a major commitment to academic excellence. As part of its Strategic Plan, Boston College is in the process of adding 100 new faculty positions, expanding faculty and graduate research, increasing student financial aid to more than $128 million annually, and widening opportunities in key undergraduate programs, such as international study, internships and student formation. Boston College has experienced tremendous growth in recent years, including a 75 percent increase in undergraduate applications over the past decade, to more than 34,000 for the 2,250 seats in its freshman class. During the same period, an increase in voluntary giving from alumni has helped to move the University's endowment to approximately $1.9 billion. Boston College students have also earned more than 200 prestigious academic scholarships over the past decade, including 2 Rhodes Scholarships, 4 Marshalls, 9 Goldwaters and 162 Fulbright grants.

Political Donations
$500
2011

Senator at Office of the Senator from West Virginia, Shelley Capito

$2,500
2011

Senator at Office of the Senator from Utah, Mitt Romney

$1,000
2008
Transactions
Details Hidden

Anika Therapeutics, Inc. purchases Arthrosurface, Inc. from Boston Millennia Partners

Details Hidden

Anika Therapeutics, Inc. purchases Parcus Medical LLC

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Elbit Systems Ltd., Elbit Systems of America LLC purchase Harris Corp. /Night Vision Business from Harris Corporation

Awards & Honors
2012
The AmLaw Daily - Dealmaker of the Week
2011
Lawdragon 500: Leading Lawyers in America
2011
The American Lawyer - Dealmaker of the Year
Other Affiliations

Keith A. Pagnani is affiliated with Sullivan & Cromwell LLP, Sullivan & Cromwell LLP

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