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Joseph D. Zavaglia

Partner, Corporate

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 securities offerings, syndicated loan transactions and mergers and acquisitions.

Representative leveraged finance and other capital markets transactions include representing:

  • the underwriters of the initial public offering by Diamond Resorts International;
  • the underwriters of the initial public offering by Taylor Morrison Home Corporation;
  • the lead arrangers of committed debt financing for the acquisition of Lockheed Martin’s IT and Technical Services Businesses by Leidos in a $5 billion Reverse Morris Trust transaction;
  • the lead arrangers of committed debt financing for the $2 billion acquisition of Envision Pharmaceutical Services by Rite Aid;
  • the lead arrangers of committed debt financing for the $8 billion acquisition of Health Management Associates by Community Health Systems;
  • the lead arrangers of committed debt financing for the $29 billion merger of Express Scripts and Medco Health Solutions;
  • the lead arrangers of committed debt financing for the $4 billion acquisition of Pharmaceutical Product Development by affiliates of The Carlyle Group and Hellman & Friedman;
  • the initial purchasers and/or underwriters of an aggregate of:
    1. $10.15 billion of high‑yield senior secured and senior unsecured notes by the Reynolds Group,
    1. $8.6 billion of high‑yield senior secured and senior unsecured notes by Community Health Systems,
    1. $1.3 billion of high‑yield senior notes by tw telecom holdings inc.,
    1. $1.2 billion of high‑yield senior notes by Taylor Morrison,
    1. $600 million of investment‑grade senior notes by NVR, Inc.,
    1. $500 million of investment‑grade senior notes by Oceaneering International, Inc.,
    1. $500 million of high‑yield senior notes by GulfMark Offshore,
    1. $400 million of high‑yield senior notes by Quorum Health Corporation, and
    1. $200 million of high‑yield senior notes by PetroQuest Energy.
  • the lead arrangers of multiple credit facilities made available to affiliates of private equity sponsors, including The Carlyle Group, GTCR, Stone Point Capital, Kelso, Warburg Pincus and Hellman & Friedman;
  • Rogers Communications in its issuance of an aggregate of $3.75 billion of investment‑grade senior notes;
  • Olin Corporation in its issuance of an aggregate of $1.42 billion of senior notes;
  • Symetra Financial Corporation in its issuance of $250 million of investment‑grade senior notes;
  • Toll Brothers, Inc. in its issuance of $200 million of common stock and $350 million of investment‑grade senior notes;
  • Martin Marietta Materials, Inc. in its issuance of an aggregate of $700 million of investment‑grade senior notes;
  • Conduent Finance, Inc. and Xerox Business Services, LLC in their issuance of $510 million of high‑yield senior notes;
  • Time Inc. in its issuance of $700 million of high‑yield senior notes;
  • Cable One, Inc. in its issuance of $450 million of high‑yield senior notes; and
  • the lead arrangers of secured credit facilities for the $26 billion acquisition of Phelps Dodge by Freeport‑McMoRan Copper & Gold.

Mr. Zavaglia has also represented private and public companies in connection with mergers and acquisitions matters, takeover defense and unsolicited transactions. Representative M&A transactions include representing:

  • Symetra in its $3.8 billion sale to Sumitomo Life;
  • 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; and
  • Lindsay Goldberg in the $900 million sale of its Fresh Start Bakeries portfolio company to ARYZTA AG.

Mr. Zavaglia has been recognized for his work in the capital markets arena by The Legal 500 in 2013, 2014, 2015 and 2016. He was named by IFLR1000 as a Leading Lawyer in 2017 and a Rising Star in 2014, 2015 and 2016. He was also named a Metro New York Rising Star by Super Lawyers in each of 2012, 2013, 2014, 2015 and 2016.

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. At Brooklyn Law School, Mr. Zavaglia was the valedictorian of his graduating class 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 +1‑212‑474‑1724 or by email at jzavaglia@cravath.com.

Contact
+1 (212) 474-1724
+1 (212) 474-3700