Greenberg Traurig Attorney Worked $310 Million Acquisition Of Cable Producer, Distributor

, Daily Business Review

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Kara McCullough
Kara McCullough

To get the deal done by the deadline, the lawyers worked up to 20 hours a day. Conference calls were done with the London office starting at 3 a.m. and with the California office at midnight Eastern time.

"I don't think Elizabeth or I slept the final three days," MacCullough said. "It had to be a 24-hour show."

One major complication that threatened to kill the deal involved the tax structuring.

"The tax issues were very complicated," MacCullough said. "We were very concerned about whether we could make it work because of the tax issues. That's why we ended up restructuring the deal and coming up with some creative restructuring where we paid for some tax benefits up front."

The solution was to borrow $13 million in tax benefits payable at closing and to be recovered over the next three years.

Although nearly a done deal, it still required Pace shareholder approval. An offering circular cleared the way for 99 percent backing, which McCullough called "a huge number."

"Obviously shareholders think it's a great deal," she said.

MacCullough celebrated the deal by sleeping for two days straight.

Quote: "I hand-picked the team," MacCullough said. "We have lots of great lawyers, but I always pick the ones that I think will have the skills for a particular transaction but will also fit with a particular client."

Background: MacCullough advises public and private companies on corporate and securities law issues. She previously worked as a shareholder at Holland & Knight and Akerman, and started her career as an investment banker in Latin America.

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