This is the property of the Daily Journal Corporation and fully protected by copyright. It is made available only to Daily Journal subscribers for personal or collaborative purposes and may not be distributed, reproduced, modified, stored or transferred without written permission. Please click "Reprint" to order presentation-ready copies to distribute to clients or use in commercial marketing materials or for permission to post on a website. and copyright (showing year of publication) at the bottom.

Sep. 16, 2020

Eric M. Krautheimer

See more on Eric M. Krautheimer

Sullivan & Cromwell LLP

Krautheimer handles a range of transactions including mergers, negotiated and hostile acquisitions of public companies; negotiated sales of private companies, subsidiaries and divisions; private equity transactions; leveraged buyouts; formation of joint ventures; and asset sales.

After more than 25 years as a corporate lawyer, he said the opportunity and ability to think through novel situations keeps the work exciting.

For example, Krautheimer represented Edmunds Holding Co. in its sale this year of a minority stake to CarMax for $50 million. The privately held Edmunds operates an online consumer review website for car sales, offering users research, shopping and buying tools for new and used cars. Over the next four years, CarMax, one of the nation's largest used car retailers, will have the option to purchase Edmunds at a price determined by a formula based on revenue and adjusted earnings.

The Edmunds deal had a unique structure, since CarMax not only invested in the business, but also has the option to acquire the whole company.

"When we were deciding which law firm would take the first shot at drafting this option agreement, I made a joke about turning to my 'whole company option file' said something like, 'Here it is - it's empty.' It was a unique transaction that none of us on either side had ever worked on, figuring out how to get it structured. It was incredibly gratifying to work through something that complicated, to come up with a novel structure that holds together.

"That's the best part of this job, when you get to be creative and solve problems."

When M&A activity dried up due to the uncertainty surrounding the pandemic, Krautheimer still had his hands full advising clients on things like small business loans and other avenues of relief, and additional new areas of the law. Now, he said, M&A is making a comeback.

"We're on the verge of seeing a big recovery in M&A. Asset values aren't down as much as one would think," he said. "There are transactions people were thinking about before things shut down that made sense to them, that continue to make sense to them today. I think the right way to think about it is there's a backlog of transactions that need to be worked through."

-- Jennifer Chung Klam

#359487

For reprint rights or to order a copy of your photo:

Email jeremy@reprintpros.com for prices.
Direct dial: 949-702-5390

Send a letter to the editor:

Email: letters@dailyjournal.com