Marilyn W. Sonnie

Partner at Jones Day

Marilyn W. Sonnie

Marilyn W. Sonnie

Partner at Jones Day

Biography

Marilyn W. Sonnie
Partner

Education

Case Western Reserve University (J.D. summa cum laude 1993; Order of the Coif; Class Rank, 3d; Articles Editor, Law Review); The Johns Hopkins University (B.S. 1981)

Bar Admissions

Ohio and New York


Experience Highlights

WL Ross sells Homeward Residential to Ocwen Financial for $766 million

Vivint to be acquired by Blackstone for more than $2 billion

ACI Worldwide acquires S1 for $520 million

Areas of Focus

Mergers & Acquisitions
Joint Ventures & Strategic Alliances

Marilyn Sonnie is a corporate and transactional lawyer with extensive experience in public company mergers and corporate governance. She also has a strong background in restructuring work and private equity transactions. Marilyn is actively involved in corporate counseling, including advising companies and their boards on proxy contests, shareholder activism, unsolicited takeover proposals, takeover preparedness, corporate governance, disclosure, and fiduciary issues.

Recent representative transactions in which she has played a key role include Chrysler's sale out of bankruptcy to a Fiat-sponsored entity, Dana Corporation's bankruptcy exit with a private equity sponsor, Harman International Industries' attempted sale to Kohlberg Kravis Roberts and GS Capital Partners, Sprint and Nextel's merger-of-equals, R.H. Donnelley's merger with Dex Media, International Steel's merger with Mittal Steel, Hewitt Associates' merger with Exult, R.H. Donnelley's acquisition of directories businesses from Sprint and SBC, R.J. Reynolds' business combination with British American Tobacco's U.S. business and its acquisitions of Santa Fe Natural Tobacco and the Nabisco Group holding company, Williams Communications' chapter 11 case and sale of equity to Leucadia National, and TotalFina's acquisition of Elf Aquitaine.

In addition, Marilyn has extensive knowledge in capital markets, having traded government securities at Security Pacific National Bank and McDonald and Company Securities, Inc.




Experience


WL Ross sells Homeward Residential to Ocwen Financial for $766 million
Jones Day advised WL Ross & Co. in its sale of Homeward Residential Holdings, Inc., including its various residential mortgage loan servicing and origination operating subsidiaries, to Ocwen Financial Corp. for $766 million.

Vivint to be acquired by Blackstone for more than $2 billion
Jones Day is advising Vivint, Vivint Solar, and 2GIG Technologies in their acquisition by Blackstone for more than $2 billion.

ACI Worldwide acquires S1 for $520 million
Jones Day advised ACI Worldwide, Inc. ("ACI") in connection with its agreement to acquire S1 Corporation ("S1") for approximately $520 million.

International Coal Group acquired by Arch Coal for $3.4 billion
Jones Day advised International Coal Group, Inc. in the $3.4 billion all cash tender offer by Arch Coal, Inc. for all outstanding shares.

Alfa Group sells its interest in CTC Media for $1.1 billion
Jones Day represented Alfa CTC Holdings in connection with the $1.1 billion sale of its 25.1% beneficial interest in CTC Media, Inc., Russia’s leading independent television broadcaster listed on NASDAQ, to Telcrest Investments Limited, a newly formed company owned by Mediaset LLC, National Media Group JSC, Abit Holdings Limited, OJSC Surgutneftegaz, and Itera Media Limited.

Flowers Foods acquires Tasty Baking for $175 million
Jones Day advised Flowers Foods, Inc., a leading producer and marketer of packaged bakery foods for retail and foodservice customers, in its all cash acquisition of Tasty Baking Company, a leading baker of snack cakes, pies, cookies, and donuts, for $175 million.

Attachmate acquires Novell for $2.2 billion
Jones Day advised Attachmate Corporation in the $2.2 billion acquisition of Novell, Inc. and a related $450 million sale of intellectual property assets to a consortium led by Microsoft Corporation.

Altimo and Telenor sign $23.8 billion deal to create one of the largest emerging markets mobile operators
Jones Day represented Altimo in the $23.8 billion transaction between Altimo and Telenor to combine their respective holdings in VimpelCom and Kyivstar under a newly formed VimpelCom, Ltd.

American Airlines secures alliance with Japan Airlines
Jones Day represented American Airlines, Inc. before antitrust and regulatory agencies in Asia and the U.S. in a successful global effort to retain its multi-year joint business agreement with Japan Airlines, under which JAL will remain within the oneworld alliance.

MPS Group acquired by Adecco for $1.3 billion
Jones Day advised MPS Group, Inc., a professional staffing company, in its $1.3 billion acquisition by Zurich, Switzerland-based Adecco Group, a provider of human resource solutions.

Chrysler sold to Fiat-led "New Chrysler" after historic court proceedings
After a historic battle all the way to the United States Supreme Court, Chrysler LLC sold substantially all of its assets to Fiat-led "New Chrysler" (Chrysler Group LLC) on June 10, 2009, providing the opportunity for its iconic brands and U.S. operations to survive.

Textile manufacturer restructures $155 million debt
Jones Day is representing an international manufacturer of textile products in the restructuring of its $155 million debt.

Financial Guaranty Insurance Company completes reinsurance transaction with MBIA Insurance
Jones Day advised Financial Guaranty Insurance Company (FGIC), a leading national mono-line financial guaranty assurance company, in a transaction in which MBIA Insurance Corporation (MBIA), a subsidiary of MBIA Inc. and another leading national mono-line financial guaranty assurance company, reinsured FGIC's risk under financial guaranty policies covering $166 billion in par of public finance obligations.

Golden Telecom is acquired by VimpelCom in a $4.3 billion tender offer
Jones Day advised Altimo Holdings & Investments Limited, a significant indirect shareholder in Golden Telecom, Inc. ("Golden Telecom") and OJSC "Vimpel-Communications" ("VimpelCom"), in connection with the $4.3 billion tender offer by a subsidiary of VimpelCom for 100% of the shares of Golden Telecom.

Dana Corporation issues stock to Centerbridge Capital Partners
Jones Day advised Dana Corporation, a supplier of axle, driveshaft, structural, sealing and thermal products for global vehicle manufacturers, in the $750 million investment by Centerbridge Capital Partners, L.P.

Reader's Digest completes $2.0 billion sale to Ripplewood investor group
Jones Day advised The Reader's Digest Association, Inc. in its $2.4 billion acquisition by an investor group led by Ripplewood Holdings LLC.

Reader's Digest issues $300 million of Senior Notes in debt tender offer
Jones Day represented Reader's Digest Association, Inc. in a debt tender offer of $300 million of 6.5% Senior Notes, dealer managers JPMorgan and Merrill Lynch & Co.

R.H. Donnelley issues $1.1 billion of Common Stock in resale public offering upon completion of the Dex Media acquisition
Jones Day advised R. H. Donnelley Corporation with the issuance of $1.1 billion of Common Stock in a public offering by selling stockholders that acquired stock upon the completion of the Dex Media acquisition.

R.H. Donnelley acquires Dex Media
Jones Day advised R.H. Donnelley Corporation in its $9.8 billion acquisition of Dex Media, Inc.

Nextel merges with Sprint and resolves related disputes involving put shares and branding issues
Jones Day advised Nextel Communications, Inc. in its $46.5 billion merger with Sprint Corporation and provided securities law advice to the client.


Publications

October 2012
Public Disclosure Requirements for Private Companies: U.S. vs. Europe PDF


2009
The Board of Directors Fiduciary Duties, Mergers and Acquisitions 2009: Trends and Developments, Practising L. Institute


March 23, 2009
A Whole New Ballgame, The Deal Magazine


February 2009
Born in the USA - Are Fairness Opinions Coming To The UK?, The Bulletin


2009
Advice for Corporate Directors, Mergers and Acquisitions 2010: Trends and Developments, Practising L. Institute


October 2008
Nominating and Governance Committee Action Items for Autumn 2008: No Time To Waste

Overview
RelSci Relationships

2681

Number of Awards

3

Relationships
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Chair, Mergers & Acquisitions Practice at Jones Day

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Partner at Jones Day

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Partner at Jones Day

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Partner at Jones Day

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Partner at Jones Day

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Senior Partner at Jones Day

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Administrative Partner at Jones Day

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Former Partner at Jones Day

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Partner at Jones Day

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Partner at Jones Day

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Marilyn W. Sonnie
Partner at Jones Day
Memberships
Articles Editor
Prior

The Case Western Reserve Law Review is a student edited, scholarly publication dealing with subjects of general interest in the legal profession.

Career History
Partner
Tenure Unconfirmed

Jones Day LP provides legal services. The company's practice areas include banking and finance, capital markets, mergers & acquisitions, real estate, government regulations, tax, financial institutions litigation and regulation, business restructuring, and private equity. It offers services to the airlines, aviation, automotive, construction, energy, healthcare, insurance, media, pharmaceuticals and telecommunication industries. Jones Day was founded in March 1893 by Edwin J. Blandin and William Lowe Rice and is headquartered in Cleveland, Ohio.

Transactions
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Avago Technologies Ltd. purchases Emulex Corporation

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DC Capital Partners LLC, KS International LLC purchase Michael Baker Corp. resulting in a new company Michael Baker International LLC

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Ocwen Financial Corporation purchases Homeward Residential, Inc. from W.L. Ross & Co. LLC

Awards & Honors
2011
Super Lawyers - New York Super Lawyers, Mergers & Acquisitions
Admitted to the New York Bar
Admitted to the Ohio Bar
Other Affiliations

Marilyn W. Sonnie is affiliated with Jones Day

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