Joseph D. Zavaglia is a partner in Cravath’s Corporate Department. He is a generalist corporate lawyer who advises financial institutions and corporate clients in a wide variety of matters, including capital markets transactions, syndicated loan transactions and mergers and acquisitions.
Representative capital markets and syndicated loan transactions include representing:
- Credit Suisse as lead underwriter of the initial public offering by Taylor Morrison Home Corporation;
- Credit Suisse as a joint lead arranger of committed financing for the $4.9 billion sale of DuPont Performance Coatings to affiliates of The Carlyle Group;
- Credit Suisse as a joint lead arranger of committed financing for the $3.5 billion sale of certain businesses of United Technologies Corporation to affiliates of The Carlyle Group and BC Partners Ltd;
- Credit Suisse and Citigroup as lead arrangers of committed financing for the $29 billion merger of Express Scripts and Medco Health Solutions;
- Credit Suisse, J.P. Morgan, Goldman Sachs and UBS as lead arrangers of committed financing for the $4 billion acquisition of Pharmaceutical Product Development by affiliates of The Carlyle Group and Hellman & Friedman;
- Credit Suisse as initial purchaser of an aggregate of $7 billion of high‑yield senior secured and senior unsecured notes by the Reynolds Group, $4.6 billion of high‑yield senior secured and senior unsecured notes by Community Health Systems, $300 million of high‑yield senior notes by GulfMark Offshore, $675 million of high‑yield senior notes by Taylor Morrison, $480 million of high‑yield senior notes by tw telecom holdings inc. and $600 million of investment grade senior notes by NVR, Inc.;
- Citigroup as lead initial purchaser of $550 million of high‑yield senior notes by Taylor Morrison;
- Credit Suisse and Citigroup as lead arrangers of secured credit facilities for the $5 billion acquisition of Houghton Mifflin Company and Riverdeep Holdings Limited by HM Rivergroup;
- Crown Castle International in its issuance of $1.9 billion of senior secured tower revenue notes;
- Jones Apparel Group in its issuance of $750 million of investment‑grade senior notes, and Olin Corporation in its issuance of $200 million of investment‑grade senior notes;
- Jefferies & Company as lead underwriter of a follow‑on common stock offering by Sabra Health Care REIT; and
- J.P. Morgan as lead arranger of secured credit facilities for the $26 billion acquisition of Phelps Dodge by Freeport‑McMoRan Copper & Gold.
Mr. Zavaglia also represents private and public companies and private equity funds in connection with mergers and acquisitions matters, takeover defense and unsolicited transactions. He has been involved in many notable M&A transactions, including representing:
- Air Products and Chemicals in its $7 billion unsolicited offer to acquire all outstanding shares of Airgas;
- Barnes & Noble in its adoption of a “poison pill” and successful takeover defense against Ron Burkle and The Yucaipa Companies;
- Hertz in its $2.3 billion unsolicited offer to acquire Dollar Thrifty Group;
- Burlington Northern Santa Fe in its $44 billion acquisition by Berkshire Hathaway;
- Millipore Corporation in its $7.2 billion acquisition by Merck KGaA;
- IBM in its $600 million sale of a Software Business to Dassault Systemes, and in its purchase of Transitive Corporation;
- Johnson & Johnson in its $1 billion investment in Elan and concurrent acquisition of Elan’s Alzheimer’s Immunotherapy Program, its $350 million acquisition of Omrix Biopharmaceuticals and its sale of a Breast Care business to GTCR Golder Rauner;
- Universal Health Services in its $3.1 billion acquisition of Psychiatric Solutions;
- Lindsay Goldberg in the $900 million sale of its Fresh Start Bakeries portfolio company to ARYZTA AG; and
- American Securities in connection with portfolio company acquisitions involving Robertson Aviation and Weasler Engineering.
Mr. Zavaglia was selected as a 2012 New York Rising Star — Metro Edition by Super Lawyers for his work in the area of securities and corporate finance.
Mr. Zavaglia was born in Brooklyn, New York. He received a B.B.A. cum laude from the College of Insurance in 2001, and a J.D. summa cum laude from Brooklyn Law School in 2004, where he was valedictorian and a member of the Brooklyn Law Review. He joined Cravath in 2004 and became a partner in 2012.
Mr. Zavaglia may be reached by phone at 212‑474‑1724 or by email at jzavaglia@cravath.com.