Alison S. Ressler

Ressler is one of the go-to lawyers for complex mergers and acquisitions. Santa Monica-based Kite Pharma Inc. called her for counsel in its nearly $12 billion sale to Gilead Sciences Inc.

Kite Pharma aims to develop cell therapy that uses a patient’s own immune cells to fight cancer.

“One of the unique aspects of the deal was the fact that the company was not for sale but a unique opportunity presented itself,” Ressler said. “Kite had publicly announced it was anticipating [Food and Drug Administration] approval of its first immunotherapy drug for cancer in the fall.”

“Because Kite was on the verge of being ready for a commercial launch, it was critically important not to distract their employees,” she said, adding that “if there was a deal to be done, it had to be done very expeditiously.”

Gilead Sciences Inc., a biopharmaceutical company headquartered in Foster City, agreed to pay $180 in cash for each Kite Pharma share.

Attorneys were able to overcome concerns about distracting Kite Pharma employees by working with a small team, Ressler said.

“The people who were doing the deal had to roll up their sleeves and do even more work than usual,” she said. “The deal resulted in the largest purchase price paid for a company with no revenues.”

Ressler was also a part of a Sullivan & Cromwell team advising Ares Management LP, an alternative asset management firm, in a $1.45 billion strategic partnership with DuPage Medical Group, one of the nation’s largest independent, multi-specialty physician groups.

The acquisition of a physician practice group requires complex structuring, Ressler said.

“You can’t be involved in the practice of medicine if you’re not a doctor, so when a private equity firm invests in physicians’ practices, it is complicated,” Ressler said. “The way you structure acquisitions like that is very different from the way you structure other private equity deals and there are many more issues to navigate.”

“We identified, synthesized and helped solve all of the issues in order to facilitate the change of control,” she added.

Ressler has also been a member of Sullivan & Cromwell’s senior management committee for 15 years. She was the first female and the first partner based outside of New York to join the group. She also leads the firm’s California practice.

“My favorite thing about my practice is the diversity of my clients,” she said, “and the fact that I have the privilege of working with so many smart people across different industries and learning from that.”

— Melanie Brisbon