Attorneys
Follow Schulte Roth & Zabel on Twitter Connect with Schulte Roth & Zabel on LinkedIn

David E. Rosewater

919 Third Avenue
New York, New York 10022
United States of America
P: +1 212.756.2208
E:

David E. Rosewater is a partner in the New York office, where his practice focuses on mergers & acquisitions, private equity/leveraged buyouts, distressed investments and acquisitions, and shareholder activism. While his practice spans numerous industries, he has a particular focus on the financial institutions sector, where he has represented numerous private equity investors in acquisitions or investments involving banks and other licensed financial service providers, as well as representing financial institutions on strategic deals. In addition, as the co-head of SRZ’s global Shareholder Activism Group, he has represented companies and shareholders in connection with numerous major shareholder activism campaigns and was named a “Dealmaker of the Year” by The American Lawyer in 2014 for his preeminence in this area.

Highlights of David’s practice include the $14-billion acquisition of GMAC and its subsequent recapitalization and structuring as Ally Financial (a transaction involving a $750-million debt for equity swap; a $1.25-billion rights offering; a sale of $5 billion of preferred interests to the U.S. Treasury; and a private exchange and cash tender offer to purchase and/or exchange outstanding notes for new senior notes, $2.6 billion of preferred stock and $2 billion in cash, which was the largest private bond exchange in history); the acquisition of AT&T’s Yellow Pages - Advertising Solutions and AT&T Interactive Businesses, a transaction named the 2012 “North America Large Private Equity Deal of the Year” by Global M&A Network; and the acquisition of Caritas Christi Health Care System, which was named the “North America Private Equity Deal of the Year” by Global M&A Network as well as the 2010 “Deal of the Year” in the health care category by Investment Dealers’ Digest magazine. David also has represented clients in connection with leveraged buyout transactions of Austrian bank BAWAG, integrated logistics systems services provider Syncreon, Exco Resources, and certain Newell Rubbermaid divisions, among others. Highlights of his shareholder activism practice include campaigns and proxy contests involving The New York Times Co., The Wet Seal Inc., BRE Properties, Stillwater Mining Company, SandRidge Energy Inc., PHH Corporation, CNET Networks, CSX Corp., Red Robin Gourmet Burgers Inc. and Mentor Graphics Inc. David received his B.A., with distinction and high honors, from the University of Michigan and his J.D., cum laude, from New York University School of Law. He co-authored the U.S. chapter of The International Comparative Guide to: Corporate Governance 2014 (Global Legal Group) and co-authored “Keeping Up with Distressed Debt Strategies” from Buyouts. David also contributed to The Activist Investing Annual Review 2014, published by Activist Insight in association with SRZ, and 2014 Shareholder Activism Insight, a biannual report created in association with Mergermarket.

Selected Representations

Private Equity/Leveraged Buyouts
Represention of Cerberus Capital Management L.P. as a lead investor in a $1.3-billion private placement of the common stock of Ally Financial Inc.

Representation of Cerberus Capital Management L.P. in connection with the acquisition of 53% of AT&T's Yellow Pages - Advertising Solutions and AT&T Interactive Businesses and associated recapitalization.

Representation of GenNx360 Capital Partners L.P. in connection with the acquisition of syncreon Holdings Ltd.

Represented Cerberus Capital Management L.P. in connection with the acquisition of Austrian bank BAWAG P.S.K. from Austrian trade union O.G.B.

Representation of Cerberus Capital Management L.P. in connection with the acquisition of 51% of GMAC LLC from General Motors Corp.

Representation of Cerberus Capital Management L.P. in connection with the acquisition of Rafaella Apparel Group Inc.

Representation of GenNx360 Capital Partners L.P. in connection with the acquisition of Vertex Data Sciences Ltd.

Representation of Cerberus Capital Management L.P. in connection with the acquisition of the cookware, glassware and picture frame businesses of Newell Rubbermaid Inc.

Representation of Cerberus Capital Management L.P. in connection with the acquisition of a majority interest in EXCO Resources, Inc. pursuant to a management buyout.

Representation of Cerberus Capital Management L.P. in connection with its acquisition of Mervyn's department stores from Target Inc.

Representation of Cerberus Capital Management L.P. in its acquisition of Cingular Interactive, L.P. and subsequent sale to Sprint Corp.

Distressed Acquisitions/Investments
Representation of term loan lender group led by Ableco Finance LLC in connection with the acquisition of the assets of Deb Shops, Inc. and its subsidiaries.

Representation of term loan lender group led by Clarion Capital Partners LLC in connection with the acquisition of the assets of Lenox Group Inc. and its subsidiaries.

Representation of Cerberus Capital Management L.P. in connection with the refinancing transactions of GMAC LLC including a $21 billion bond exchange, $5 billion TARP investment by the US Treasury, $2 billion investment by Cerberus and General Motors and conversion into a bank holding company.

Representation of Cerberus Capital Management in connection with its acquisition of the core assets of Teleglobe Inc. and its subsidiaries.

Representation of Cerberus Capital Management in connection with the acquisition of the assets of Green Tree Financial from Conseco Finance Corp.

Representation of Leucadia National Corporation in connection with the acquisition of a controlling interest in WilTel Communications Group Inc. in connection with a Plan of Reorganization.

Representation of Metrocall Inc. in connection with the acquisition of the assets of Weblink Wireless Inc.

Representation of Cerberus Capital Management in connection with the acquisition of the assets of Anchor Glass Container Corp.

Mergers and Acquisitions
Representation of Priority Payment Systems LLC in a merger of merchant-acquirers with Cynergy Data LLC.

Representation of PrinceRidge Holdings LP in a sale of a majority interest in PrinceRidge Holdings LP to Institutional Financial Markets Inc.

Representation of The CIT Group/Commercial Services Inc. in the acquisition of the factoring businesses of GE Capital Corporation and HSBC Business Credit (USA) Inc.

Representation of SSA Global Technologies Inc. in connection with its acquisitions of Infinium Software Inc. and EXE Technologies Inc.

Representation of Teleglobe International Holdings Ltd. in connection with its acquisition of ITXC Corp.

Representation of Teleglobe International Holdings Ltd. in connection with its merger with VSNL Communications.

Representation of Agency.com in connection with its acquisition by Omnicom Group.

Representation of DoubleClick Inc. in its acquisitions of MessageMedia Inc. and FloNetwork.

Activist Investing
Represented Casablanca Capital in its activist campaign involving Mentor Graphics Inc.

Represented the Children's Investment Fund in its proxy contest involving CSX Corp.

Represented JANA Partners in its activist campaign involving CNET Networks.

Represented Laxey Partners in its proxy contest involving ASA Ltd.

Represented Outpoint Capital in its proxy contest involving Footstar Inc.

Selected Publications

Contributor, Shareholder Activism Insight (in association with Mergermarket), 2014

SRZ UK Shareholder Activism Briefings, August 2014 (contributor)

“Corporate Governance Guide 2014 — USA,” The International Comparative Legal Guide to: Corporate Governance 2014 (Global Legal Group) 2014 (co-author)

More

Selected Speaking Engagements

Moderator, “The Activists Speak” and “Anatomy of a Proxy Contest: Casablanca Capital and Cliffs Natural Resources,” SRZ 5th Annual Shareholder Activism Conference, New York, October 2014

“Organizing an Effective Proxy Campaign,” ArrowCon Events Activist Investing in Canada 2014, Toronto, October 2014

“The Activists Speak — Perspectives on UK Shareholder Activism,” SRZ Shareholder Activism in the UK, London, October 2014

More

Other Distinctions

Recognized as “Dealmaker of the Year” by The American Lawyer for work on some of the fiercest shareholder activism campaigns and proxy contests in the market.

Recognized as a leading mergers & acquisitions attorney by The Legal 500 United States.

Represented Cerberus Capital Management in its acquisition of AT&T’s Yellow Pages - Advertising Solutions and AT&T Interactive Businesses, a transaction named by Global M&A Network as the 2012 “North America Large Private Equity Deal of the Year.”

Represented Cerberus Capital Management in its acquisition of Caritas Health Care, a transaction named by Global M&A Network as the “North America Private Equity Deal of the Year” and by Investment Dealers' Digest magazine as the 2010 “Deal of the Year” in the health care category.

Bar Admissions

  • New York

Education

  • New York University School of Law, J.D., cum laude, 1995
  • University of Michigan, B.A., with distinction and high honors, 1992