Kenneth A. Gerasimovich

Kenneth A. Gerasimovich

Shareholder

Kenneth A. Gerasimovich concentrates on mergers and acquisitions. He regularly represents companies in a wide range of industries, including special purpose acquisition companies (SPACs), technology, health care and life sciences, manufacturing, real estate, energy, and media.

Concentrations

  • Mergers and acquisitions (public and private)
  • SPAC mergers and acquisitions
  • Joint ventures
  • Private equity investments
  • Securities
  • General corporate

Capabilities

Experience

  • Terrapin 3 Acquisition Corporation, a publicly traded special purpose acquisition company sponsored by Terrapin Partners and Macquarie Group Limited, in its business combination with Yatra Online, Inc., one of the fastest growing consumer travel platforms and the second largest online travel agency in India.
  • Azteca Acquisition Corporation, a publicly traded special purpose acquisition company sponsored by Gabriel Brenner, in its business combination with InterMedia Español Holdings, LLC and Cine Latino, Inc., to form Hemisphere Media Group, Inc., the only publicly traded pure-play U.S. Spanish-language media company.
  • Community Connect, Inc. and its stockholders in connection with the acquisition, by merger, of Community Connect by Radio One, Inc.
  • HealthCentersOnline in connection with the acquisition of HealthCentersOnline by iVillage.
  • Terrapin 3 Acquisition Corporation, a publicly traded special purpose acquisition company sponsored by Terrapin Partners and Macquarie Group Limited, in its business combination with Yatra Online, Inc., one of the fastest growing consumer travel platforms and the second largest online travel agency in India.
  • AgroFresh Solutions, Inc. (formerly known as Boulevard Acquisition Corp.) in its acquisition of the AgroFresh business and division (a crop protection business) from The Dow Chemical Company. AgroFresh was a blank check company formed for the purpose of acquiring a controlling interest in one or more businesses. Following the acquisition, AgroFresh shares were listed on Nasdaq.
  • Platform Specialty Products Corporation (f/k/a Platform Acquisition Holdings Limited) in its acquisition of MacDermid, Incorporated and related entities. Platform was a blank check company formed in 2012. MacDermid is a specialty chemicals company. Following completion of the acquisition, Platform became a Delaware corporation with its shares listed on the New York Stock Exchange.
  • Liberty Acquisition Holdings Corp. in its $1.5 billion reverse-acquisition of Promotora De Informaciones, S.A., a Spanish company. Liberty was a blank check company formed in 2008. Promotora de Informaciones, S.A., or Prisa, is the world's leading Spanish and Portuguese-language media group in the fields of education, information and entertainment. The Liberty shareholders became the majority shareholders of Prisa. The Prisa shares issued in the business combination were listed for trading on the Madrid Stock Exchange and the New York Stock Exchange through American Depositary Receipts.
  • Azteca Acquisition Corporation, a publicly traded special purpose acquisition company sponsored by Gabriel Brenner, in its business combination with InterMedia Español Holdings, LLC and Cine Latino, Inc., to form Hemisphere Media Group, Inc., the only publicly traded pure-play U.S. Spanish-language media company.
  • RLJ Acquisition, Inc., a publicly traded special purpose acquisition company sponsored by Robert L. Johnson (founder of Black Entertainment Television), in its business combination with Image Entertainment, Inc. and Acorn Media Group, Inc., to form RLJ Entertainment, Inc.
  • Nomad Foods Limited in its acquisition of Iglo Foods Holding Limited. Nomad was a blank check company formed for the purpose of acquiring a controlling interest in one or more businesses. Following the acquisition, Nomad shares were listed on the London Stock Exchange.
  • Justice Holdings Limited in its business combination with Burger King Worldwide Holdings, Inc. and related entities. Justice was a blank check company formed in February 2011. As a result of the transaction, which was valued at approximately $7 billion, Justice's shareholders received approximately 29% of the outstanding shares of the combined company and the shareholders of Worldwide, primarily 3G Special Situations Fund, L.P., an investment fund affiliated with 3G Capital Partners, Ltd., received approximately $1.4 billion in cash and 71% of the outstanding shares of the combined company. The new company, named Burger King Worldwide, Inc., listed its common stock on the NYSE. 
  • Liberty Acquisition Holdings (International) Company in its acquisition of the Pearl Group Limited and related entities. Liberty was a blank check company formed in February 2008. Pearl is a closed fund consolidator that specializes in the management and acquisition of closed life and pension funds and operates primarily in the United Kingdom. Measured by total assets, Pearl is the largest U.K. consolidator of closed funds. The transaction, valued at approximately $6.4 billion, involved the restructuring of three loan facilities as well as the payment of cash and the issuance of Liberty stock and warrants to Pearl shareholders and lenders. Upon completion of the acquisition, Liberty changed its name to Pearl Group.
  • Freedom Acquisition Holdings, Inc. in its acquisition of GLG Partners LP and related entities. Freedom was a blank check company formed in June 2006. GLG was the largest hedge fund manager in Europe, and the 11th largest in the world, with approximately $20.5 billion in assets under management. The purchase price for GLG was approximately $3.4 billion in cash and Freedom stock. Upon completion of the acquisition, Freedom changed its name to GLG Partners, Inc.
  • City Practice Groups USA Holdings (doing business as CityMD), an operator of urgent care facilities throughout the New York metropolitan area, in connection with the sale of a majority stake of CityMD to funds sponsored by private equity firm Warburg Pincus.
  • AgroFresh Solutions, Inc. (formerly known as Boulevard Acquisition Corp.) in its acquisition of the AgroFresh business and division (a crop protection business) from The Dow Chemical Company. AgroFresh was a blank check company formed for the purpose of acquiring a controlling interest in one or more businesses. Following the acquisition, AgroFresh shares were listed on Nasdaq.
  • Platform Specialty Products Corporation in its acquisition of the worldwide photomasks and electronic chemical businesses of OM Group, Inc.
  • Platform Specialty Products Corporation (f/k/a Platform Acquisition Holdings Limited) in its acquisition of MacDermid, Incorporated and related entities. Platform was a blank check company formed in 2012. MacDermid is a specialty chemicals company. Following completion of the acquisition, Platform became a Delaware corporation with its shares listed on the New York Stock Exchange.
  • Platform Specialty Products Corporation in its acquisition of Arysta LifeScience Limited, a leading crop protection and life science company, from a certain Permira funds.
  • Danone, an international company holding top positions in fresh dairy products, waters, baby nutrition and medical nutrition, in connection with the acquisition, by merger, of Nurture, Inc., a privately held baby food company whose products are sold under the "Happy Family" name.
  • The Capitol Light & Supply Co. and its shareholders in connection with the sale of substantially all of the company's assets and properties to Rexel, Inc., a wholly owned subsidiary of the Rexel Group.
  • HealthCentersOnline in connection with the acquisition of HealthCentersOnline by iVillage.
  • Falcon Farms, Inc. ("Falcon Farms") and its shareholders in connection with an equity investment by funds affiliated with American International Group, Inc. (the "AIG Investors"). In connection with the investment, the parties formed Falcon Farms Holdings, LLC ("Falcon Holdings"). The shareholders contributed all of the outstanding shares of capital stock of Falcon Farms to Falcon Holdings in exchange for a majority of the membership interests of Falcon Holdings and a special cash distribution. The AIG Investors made a cash investment in Falcon Holdings to acquire a minority equity stake in Falcon Holdings (which cash investment funded the special cash distribution paid to the shareholders). In addition to the initial investment, the AIG Investors have established an equity line pursuant to which the AIG Investors intend to provide additional funds to Falcon Holdings (in exchange for more equity in Falcon Holdings) and the parties intend that Falcon Holdings will use such funds to acquire similar businesses. Falcon Farms is a leading operator of a cut flower business that grows, imports, transports, markets, distributes and sells cut-flowers to wholesalers and retailers.
  • AgroFresh Solutions, Inc. (formerly known as Boulevard Acquisition Corp.) in its acquisition of the AgroFresh business and division (a crop protection business) from The Dow Chemical Company. AgroFresh was a blank check company formed for the purpose of acquiring a controlling interest in one or more businesses. Following the acquisition, AgroFresh shares were listed on Nasdaq.
  • Platform Specialty Products Corporation in its acquisition of the worldwide photomasks and electronic chemical businesses of OM Group, Inc.
  • Platform Specialty Products Corporation (f/k/a Platform Acquisition Holdings Limited) in its acquisition of MacDermid, Incorporated and related entities. Platform was a blank check company formed in 2012. MacDermid is a specialty chemicals company. Following completion of the acquisition, Platform became a Delaware corporation with its shares listed on the New York Stock Exchange.
  • Platform Specialty Products Corporation in its acquisition of Arysta LifeScience Limited, a leading crop protection and life science company, from a certain Permira funds.
  • Danone, an international company holding top positions in fresh dairy products, waters, baby nutrition and medical nutrition, in connection with the acquisition, by merger, of Nurture, Inc., a privately held baby food company whose products are sold under the "Happy Family" name.
  • The Capitol Light & Supply Co. and its shareholders in connection with the sale of substantially all of the company's assets and properties to Rexel, Inc., a wholly owned subsidiary of the Rexel Group.
  • Falcon Farms, Inc. ("Falcon Farms") and its shareholders in connection with an equity investment by funds affiliated with American International Group, Inc. (the "AIG Investors"). In connection with the investment, the parties formed Falcon Farms Holdings, LLC ("Falcon Holdings"). The shareholders contributed all of the outstanding shares of capital stock of Falcon Farms to Falcon Holdings in exchange for a majority of the membership interests of Falcon Holdings and a special cash distribution. The AIG Investors made a cash investment in Falcon Holdings to acquire a minority equity stake in Falcon Holdings (which cash investment funded the special cash distribution paid to the shareholders). In addition to the initial investment, the AIG Investors have established an equity line pursuant to which the AIG Investors intend to provide additional funds to Falcon Holdings (in exchange for more equity in Falcon Holdings) and the parties intend that Falcon Holdings will use such funds to acquire similar businesses. Falcon Farms is a leading operator of a cut flower business that grows, imports, transports, markets, distributes and sells cut-flowers to wholesalers and retailers.
  • The Planet Hollywood Resort and Casino, located on the Las Vegas strip, in its acquisition by Harrah’s Entertainment.
  • Hines REIT in connection with the acquisition of three commercial properties in Brazil.
  • The Related Companies, L.P. and its partners in connection with the investment of a combined $1.4 billion of equity and debt by Goldman Sachs Group Inc., MSD Capital (Michael Dell's investment firm), Mubadala Development Co. (the investment arm of Abu Dhabi) and Olayan Group, a Saudi Arabian company, including the restructuring of the partnership agreement and other arrangements among the partners.
  • Credit Suisse Management, LLC, as part of a consortium of investors, in connection with a transaction valued at approximately $724 million involving the acquisition of a 60.5 acre parcel of land adjacent to the existing Hard Rock Hotel and Casino in Las Vegas, Nevada. The transaction was financed with approximately $200 million in equity and through credit facilities in an aggregate principal amount of $524 million. The investors initially formed a limited liability company to serve as the purchaser of the property and entered into binding property purchase agreements and an operating agreement for the company. At closing, the purchase contract was assigned to each of the investors who acquired the property pursuant to a tenants-in-commons structure and entered into a tenants-in-common agreement relating to the relationship among the investors and management of the property.
  • The Aladdin/Planet Hollywood Resort Casino in connection with an $820 million refinancing, including restructuring of existing corporate equity and indebtedness (including warrants) and coordination of intellectual property and Nevada gaming issues, ownership re-structuring and related cash management arrangements.
  • Stanley C. Gale, the Gale Real Estate Services Company and SL Green Realty Corp., a commercial office REIT, in a $545 million real estate transaction involving a 20-property office portfolio and a related transaction involving the sale of The Gale Services Co., LLC and Gale Construction Services, LLC to Mack-Cali Realty LP and affiliates. Mack-Cali, a self-administered commercial REIT, acquired the Gale entities for approximately $22 million in cash and common operating partnership units, and up to an additional $18 million in cash based on an earn-out formula. Mack-Cali also acquired stakes in certain development/joint ventures with institutional investors from Gale affiliates. In addition, Mack-Cali purchased substantially all ownership interests in 13 Class A New Jersey office buildings covering 1.9 million sq. ft. for $378 million, and one-half of all ownership interests, in a new joint venture with SL Green, in a further 7 Class A office buildings in Central and Northern New Jersey comprising 900,000 sq. ft. for approximately $127.5 million.
  • SDS Investments LLC in connection with its investment in Winick Realty Group LLC pursuant to which SDS Investments acquired a one-third interest in Winick Realty Group. In connection with the investment, Jeffrey Winick, principal of Winick Realty Group, and SDS Investments entered into an agreement pursuant to which Mr. Winick will identify real properties for investment by SDS Investments.
  • Robert K. Futterman and Robert K. Futterman & Associates, LLC ("RKF Associates") in connection with the formation of a joint venture with NorthStar SIC Holding LLC pursuant to which NorthStar acquired approximately a one-third interest in RKF Associates from Mr. Futterman. NorthStar and Mr. Futterman also formed a second joint venture company pursuant to which Mr. Futterman will identify real properties for investment by the joint venture company and NorthStar will fund such investments.
  • Vornado Realty, L.P. in connection with the acquisition of Virgin Entertainment Group, Inc. (which operated the Virgin mega stores business in the United States) by a joint venture company formed by The Related Companies, L.P. and Vornado.
  • Teachers Insurance and Annuity Association of America (TIAA), Cook Inlet Region, Inc. (CIRI) and AMP Capital Limited (AMP) in connection with a $517 million investment in wind farms owned and developed by Edison Mission Energy, Inc. (EME). TIAA, CIRI, AMP and EME formed a joint venture company, which made an initial investment of $318 million to acquire from EME companies owning five wind farms. Several additional wind farms are to be constructed by EME and sold to the joint venture company in order to complete the entire $517 million investment.
  • DPL Inc., a publicly traded electric utility and power supplier, in connection with the $3.5 billion acquisition, by merger, of DPL Inc. by The AES Corporation, a publicly traded global power company.
  • New York Life Insurance Company in connection with its acquisition of a 49.99% indirect equity interest in an entity that owns and operates the White Creek Wind Farm (and related interconnection facilities) in Klickitat County, Washington. The Wind Farm is one of the largest in the United States, with eighty-nine 2.3 MW wind Turbines and a combined nameplate capacity of 204.7 MW. The representation included negotiating and drafting the acquisition documentation and amendments to long term energy purchase agreements, as well as advice regarding Federal Energy Regulatory Commission (FERC) matters and the preservation and utilization of the various tax and environmental benefits available to the project (including Environmental Attributes (EAs) and Federal Production Tax Credits (PTCs)).
  • Terrapin 3 Acquisition Corporation, a publicly traded special purpose acquisition company sponsored by Terrapin Partners and Macquarie Group Limited, in its business combination with Yatra Online, Inc., one of the fastest growing consumer travel platforms and the second largest online travel agency in India.
  • SiTV Media Inc., the parent company to NUVOtv in connection with the acquisition by SiTV Media of the Fuse Network from The Madison Square Garden Co.
  • Liberty Acquisition Holdings Corp. in its $1.5 billion reverse-acquisition of Promotora De Informaciones, S.A., a Spanish company. Liberty was a blank check company formed in 2008. Promotora de Informaciones, S.A., or Prisa, is the world's leading Spanish and Portuguese-language media group in the fields of education, information and entertainment. The Liberty shareholders became the majority shareholders of Prisa. The Prisa shares issued in the business combination were listed for trading on the Madrid Stock Exchange and the New York Stock Exchange through American Depositary Receipts.
  • Azteca Acquisition Corporation, a publicly traded special purpose acquisition company sponsored by Gabriel Brenner, in its business combination with InterMedia Español Holdings, LLC and Cine Latino, Inc., to form Hemisphere Media Group, Inc., the only publicly traded pure-play U.S. Spanish-language media company.
  • RLJ Acquisition, Inc., a publicly traded special purpose acquisition company sponsored by Robert L. Johnson (founder of Black Entertainment Television), in its business combination with Image Entertainment, Inc. and Acorn Media Group, Inc., to form RLJ Entertainment, Inc.
  • Retirement Living TV, LLC and its owners in connection with an investment of convertible debt by Comcast Corporation and the related affiliate agreement with Comcast, which includes equity for carriage.
  • Community Connect, Inc. and its stockholders in connection with the acquisition, by merger, of Community Connect by Radio One, Inc.
  • Indianapolis Downs, LLC and Indiana Downs Capital Corp., owners of the Indiana Grand Casino and Indiana Downs racing track, in their chapter 11 bankruptcy filing and Section 363 sale of all of their assets to Centaur Holdings, LLC, owner of Hoosier Park Racing & Casino. The $500 million acquisition brings together two of the leading racetrack casinos in the Midwest.
  • Allens, Inc., a vegetable canning company, in its chapter 11 bankruptcy filing and Section 363 sale of all of its assets to a company formed by certain of its creditors.
  • Nomad Foods Limited in its acquisition of Iglo Foods Holding Limited. Nomad was a blank check company formed for the purpose of acquiring a controlling interest in one or more businesses. Following the acquisition, Nomad shares were listed on the London Stock Exchange.
  • Justice Holdings Limited in its business combination with Burger King Worldwide Holdings, Inc. and related entities. Justice was a blank check company formed in February 2011. As a result of the transaction, which was valued at approximately $7 billion, Justice's shareholders received approximately 29% of the outstanding shares of the combined company and the shareholders of Worldwide, primarily 3G Special Situations Fund, L.P., an investment fund affiliated 3G Capital Partners, Ltd., received approximately $1.4 billion in cash and 71% of the outstanding shares of the combined company. The new company, named Burger King Worldwide, Inc., listed its common stock on the NYSE. 
  • Liberty Acquisition Holdings (International) Company in its acquisition of the Pearl Group Limited and related entities. Liberty was a blank check company formed in February 2008. Pearl is a closed fund consolidator that specializes in the management and acquisition of closed life and pension funds and operates primarily in the United Kingdom. Measured by total assets, Pearl is the largest U.K. consolidator of closed funds. The transaction, valued at approximately $6.4 billion, involved the restructuring of three loan facilities as well as the payment of cash and the issuance of Liberty stock and warrants to Pearl shareholders and lenders. Upon completion of the acquisition, Liberty changed its name to Pearl Group.
  • Freedom Acquisition Holdings, Inc. in its acquisition of GLG Partners LP and related entities. Freedom was a blank check company formed in June 2006. GLG was the largest hedge fund manager in Europe, and the 11th largest in the world, with approximately $20.5 billion in assets under management. The purchase price for GLG was approximately $3.4 billion in cash and Freedom stock. Upon completion of the acquisition, Freedom changed its name to GLG Partners, Inc.
  • Suffolk Federal Credit Union in connection with the sale of its credit card portfolio and business to FIA Card Services, N.A. In connection with the sale, Suffolk agreed to service the portfolio for a period of time after the closing until conversion to FIA's systems. In addition, the parties entered into a joint marketing agreement pursuant to which FIA will market and, after the transition service period service, all Suffolk branded credit cards and Suffolk will receive royalty payments for all cards signed up by FIA pursuant to such agreement during the term of the marketing agreement.
  • The Cohen family and Rand Precision Cut Diamonds (Proprietary) Ltd. in connection with the formation of a joint venture with Tiffany and Company with respect to the investment in and marketing of the production of Rand, which is a South African company and a Diamond Trading Company sightholder with diamond polishing facilities in Johannesburg and a long-time provider to Tiffany.

Recognition & Leadership

  • Listed, Super Lawyers magazine, New York Metro Super Lawyers, 2006, 2011-2016
  • Winner, Acquisition International, "M&A Awards," 2015
  • Listed, Acquisition International, "Expert Directory," 2014
  • Member, Winning Team, "M&A Deal of the Year (Over $1 Billion to $5 Billion)" for Platform Specialty Products Corporation (f/k/a Platform Acquisition Holdings Limited) acquisition of MacDermid, Incorporated and related entities, The M&A Advisor’s 6th Annual International M&A Awards, 2014
  • Member, Winning Team, ACG New York Champion’s Awards, Deal of the Year (over $500 million); Cross-border Transaction of the Year (over $250mm) for $1.8 billion Acquisition of MacDermid, Inc. by Platform Acquisition Holdings Limited, 2014
  • Member, Winning Team, "Corporate/Strategic Acquisition of the Year (Over $250 million)" and "Consumer Services" categories for Indianapolis Downs, LLC - Sale of Indiana Grand Casino and Indiana Downs Racetrack, ACG New York Champion’s Awards, 2013
  • Member, Winning Team, Consumer and Retail Products Deal of the Year (over $200 million) for Merger of Burger King and Justice Holdings Ltd., ACG New York Champion’s Award, 2013
  • Team Member, Corporate Board Member magazine and FTI Consulting Inc., one of "America’s Best Corporate Law Firms," 13th Annual Legal Industry Study, 2013
  • Member, New York State Bar Association
  • Former member of the board of trustees and general counsel, The St. Nicholas Russian Orthodox Church of Whitestone

Credentials

Education
  • J.D., cum laude, St. John's University School of Law, 1987
  • B.A., summa cum laude, St. John's University, 1984
Admissions
  • New York