Todd Fogarty

With his corporate clients, Todd provides communications counsel and execution support to senior executive teams and boards of directors, focusing on positioning, media and investor relations, and crisis communications and critical disclosures. He has deep experience in working with clients in the context of special situations including M&A, litigation and regulatory actions, and shareholder activism and corporate governance matters.

Todd also has significant experience across the private capital sector, based on decades of work with a number of major private equity firms, hedge funds, family offices, and other asset managers. He helps drive Kekst CNC’s industry-leading Private Capital group, which has one of the world’s largest and most experienced teams supporting more than 80 of the industry’s most active, innovative and entrepreneurial firms.

A significant proportion of Todd’s client relationships extend more than a decade.

He holds a BA in History, with a focus on China, from Brown University, and also studied at The Chinese University of Hong Kong and Yale-China Chinese Language Centre.

Experience

Private Capital Communications

Todd counsels private equity and hedge fund clients on developing and executing integrated communications programs that advance business objectives, all while enhancing and protecting their reputations.

His private equity clients include:

• Accel-KKR, a leading technology-focused private equity firm with $23 billion in cumulative capital commitments, on numerous investments, realizations and fundraises.
• Apax Partners, a leading global private equity firm, on dozens of acquisitions and subsequent realizations in North America, as well as around a range of portfolio company matters and fundraisings. Apax has raised more than $80 billion in aggregate funds.
• Lexington Partners, the largest independent manager of secondary acquisition and co-investment funds, on a range of communications matters. Lexington today manages funds with a total capitalization of more than $83 billion.
• Palladium Equity Partners, a leading middle-market private equity firm, in support of more than a dozen acquisitions and realizations.
• Welsh, Carson, Anderson & Stowe, a private equity firm focused on technology and healthcare, on numerous investments and realizations.
• Wendel Group, one of Europe’s leading listed investment firms.

He also supports the strategic communications initiatives and media relations of a number of leading credit-focused managers, hedge funds and family offices, including: Avenue Capital Group, Strategic Value Partners, Silver Point Capital, Bracebridge Capital, Dell Family Office, Mudrick Capital, and a global investment firm with more than $85 billion in investment and committed capital.

Mergers & Acquisitions

Todd has advised corporate and private equity firm clients in hundreds of transactions, including many of the largest and most complex mergers and acquisitions and go-private transactions over the past 25-plus years. Notable recent transaction representations include:

• AerCap Holdings on its $30 billion acquisition of GE’s GE Capital Aviation Services business.
• Cummins Inc. on its $3.7 billion acquisition of Meritor, Inc.
• PPL Corp. on the sale of its UK business, Western Power Distribution, to National Grid for $10.9 billion, and PPL’s acquisition of Narragansett Electric from National Grid for $3.8 billion. Also, PPL in its previous spinoff of its merchant generation business, Talen Energy, as an independent, publicly listed company.
• Lexington Partners in its purchase by Franklin Templeton for more than $1.75 billion.
• Legg Mason in its purchase by Franklin Templeton for $6.5 billion.
• Celgene in its $74 billion sale to Bristol-Myers Squibb.
• EMC Corporation in its $67 billion sale to Dell and Silver Lake, as well as the acquisitions by EMC of Data Domain and Isilon Systems.
• The sale of Acelity by Apax Partners and its consortium partners to 3M for $6.725 billion.
• The carve out of Vyaire Medical from Becton, Dickinson & Company by Apax Partners.
• Dell in its sale to Michael Dell and Silver Lake Partners for more than $24 billion, as well as Dell’s prior acquisitions of Perot Systems and Compellent, and its bid for 3PAR.
• Corning Incorporated in the strategic realignment of its ownership interest in Dow Corning Corporation, as well as numerous other transactions.
• Baxalta, first in defense against a hostile takeover proposal and ultimately in its $32 billion merger with Shire plc and subsequent integration process.
• The acquisition of GardaWorld for C$1.1 billion by Apax Partners, and subsequent sale of the company to members of management and Rhône Capital.
• Genzyme Corporation in its response to the unsolicited offer by Sanofi-Aventis and ultimate acquisition for more than $20 billion.
• The sale of TRADER Corporation by Apax Partners to Thoma Bravo for C$1.575 billion.
• The blank check companies Boulevard Acquisition Corp II in the combination with Brazil’s Estre Ambiental S.A. to form and list publicly the largest waste management company in Latin America, and Boulevard Acquisition Corp. in the carve out of the AgroFresh business unit of Dow Chemical as an independent company.
• Quest Diagnostics in support of more than a dozen acquisitions and divestitures.
• Allied Waste Industries in its sale to Republic Services for $6.24 billion, following a multi-year M&A program that included the acquisition and integration of Browning-Ferris Industries.
• SAP AG in its $4.3 billion acquisition of Ariba Inc.
• Eaton Corp. in its $11.8 billion acquisition of Cooper Industries.
• Biogen in its $6.8 billion combination with Idec Pharmaceuticals.
• RWE AG in its $4.6 billion acquisition of American Water Works.
• Deutsche Telekom in its acquisition of VoiceStream for $50.7 billion to form T-Mobile US.
• Accel-KKR in several dozen acquisitions and exits.
• Investcorp in several dozen acquisitions and exits, including Saks Fifth Avenue, Gucci, Moody International, Circle K, Polyconcept, Greatwide, Berlin Packaging, Neptune Technology Group, MW Manufacturers, Carvel.

Shareholder Activism and Corporate Governance

Todd has provided counsel on shareholder activism and corporate governance to major companies – from extensive preparedness planning to full-fledged proxy contests.

While much of this work has not been public, visible activist-related matters have included: EMC Corporation (Elliott Management), Dell (Carl Icahn), Genzyme Corporation (Carl Icahn, Relational),Progress Software (Praesidium Investment Management), PulteGroup (William Pulte, Elliott Management), Zoetis (Pershing Square), MSCI (ValueAct), JDA Software (Praesidium), Legg Mason (Trian) and Biogen (Carl Icahn 2x).

Restructuring and Bankruptcy

Todd has served as communications counsel to a host of public and private entities in connection with bankruptcies and restructurings. Representations have included:

• An ad hoc group of bondholders holding more than $11 billion of debt securities of DISH Network Corporation and DISH DBS Corporation in a successful opposition to proposed exchange offers.
• The Parent Ad Hoc Claimant Group in the LATAM Airlines Chapter 11 cases.
• The $11 billion Ad Hoc Subrogation Group in the PG&E Chapter 11 cases.
• One Call Corporation in its successful out-of-court recapitalization.
• American Airlines in its Chapter 11.
• rue21 in its Chapter 11.

Specialized Investor Relations

• Todd supports the development and execution of strategic communications plans and investor relations activities of corporate clients, including around quarterly reporting and financial disclosures, investor days, management succession and leadership changes, and spinoffs and other restructurings.
• Current and past corporate client work has extended from numerous Fortune 500 companies through to newly established companies, including spinouts and IPOs.

Crisis Communications

Todd has worked with companies in managing the communications related to a variety of special situations, including litigation and regulatory actions, workplace misconduct, advocacy group activity, union issues, among others. His specific experience in this area includes:

• Work with boards and leadership teams of dozens of public and private organizations to announce CEO and other senior-level management transitions, or to address allegations of inappropriate behavior by senior executives and related matters.
• Support of a significant number of clients around data breaches and other cybersecurity-related events.
• Extensive work with parties throughout the healthcare supply chain on issues relating to the opioid crisis.
• Counsel to biotechnology company Biogen on a range of matters, including the voluntary withdrawal of multiple sclerosis drug Tysabri.
• Support of the biotechnology company Genzyme around the halt of its manufacture of rare disease treatments at its Cambridge, MA manufacturing facility.
• Counsel to several medical device companies in their recall of products.
• Representation of software company Computer Associates on a number of governance and regulatory matters, including around a government investigation of the company’s accounting practices, the subsequent settlement and DPA, and restoration of the organization’s reputation under a new leadership team.
• Assistance of clients across industries in the development of crisis communications plans and related training programs.