For Damien Zoubek, life has often come down to a matter of choices. Like when he was

an undergraduate at Carnegie Mellon University in Pittsburgh in the early 1990s. A guitar player in a blues rock ’n’ roll band with an undisclosed name, which he now says reflected “my lack of maturity at the time,” he enjoyed his nights playing at bars, even as his grades slipped. He was convinced some day he would be a rock star.

Just how bad were his grades? “I probably had the worst first-year grades of any partner at Cravath,” the 36-year-old Zoubek says, laughing at the recollection now that he is firmly entrenched as an M&A partner at Cravath, Swaine & Moore LLP’s New York office.

But around his junior year in college, Zoubek says, he realized he had to do much better in school and did, graduating with an economics degree before heading to law school at Georgetown University, where he graduated magna cum laude in 1999.

Zoubek now sits on an enviable practice involving large, complex transactions, with Johnson & Johnson among his major clients. In the $25.4 billion J&J takeover bid for Guidant

Corp. in 2004, for instance, he advised J&J.

“In between the signing and the closing, Guidant defibrillators started having serious safety issues,” Zoubek recalls. Guidant said some of its implantable pacemakers had failed and advised doctors to discontinue using some models.

“We were successful in renegotiating the deal,” he says. J&J dropped its offer to $21.5 billion as the safety concerns mounted. More negotiations and bidding ensued, but J&J decided not to try to outbid Boston Scientific Corp. In the end, Boston Scientific, with Abbott Laboratories’ financial backing, won.

J&J still came out ahead, in Zoubek’s mind. “You can take a look at Boston Scientific,” he says. “It has had a very difficult time moving beyond the issues that arose during the negotiations. Maybe the best deals are the ones you don’t do.”

J&J, like numerous other large drugmakers, has more often than not been on the successful end of M&A deals. Zoubek has assisted the New

Brunswick, N.J., healthcare company, a longtime Cravath client, on eight to 10 deals in recent years, such as its $1 billion deal to buy Cougar Biotechnology Inc. and its cancer drugs in 2009; the $1.07 billion pact to acquire Mentor Corp., which produces products for the global breast and body aesthetics market; and

voice of the deal economyvol. 8 no. 12 june 21 —july 4 2010

the thrill oF a dealM&A dealmaker Damien Zoubek

By kenneth bredemeier

Zoubek J&J’s go-to guy

The Deal (ISSN 1545-9878) is published biweekly except in August and December byThe Deal, LLC. © Copyright 2010 The Deal, LLC. The Copyright Act of 1976 prohibitsthe reproduction by photocopy machine or any other means of any portion of thispublication except with the permission of the publisher. The Daily Deal is a trademarkof The Deal, LLC.

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the divestiture of its professional wound-care business to one Equity Partners.

“one of the thrills in representing Johnson & Johnson is that it’s such a remarkable company. It gives me joy to see them accomplish their goals,” such as the $1 billion stake it bought in Elan Corp. plc to develop treatments for Alzheimer’s disease.

“If that’s going to help people, that’s exciting,” he says. “If anyone can make this drug work, it’s Johnson & Johnson. I know when they do a deal, its technology will make peoples’ lives better.”

Zoubek has handled numerous other M&A transactions, including Burlington Northern Santa Fe Corp.’s $44 billion purchase by Warren Buffett’s Berkshire Hathaway Inc., IBM Corp.’s acquisition of Intelliden Corp. and DreamWorks SKG in its $1.6 billion sale to Paramount Pictures Corp.

“Every deal is great with Buffett,” Zoubek says. “He put a price on the table” in the Burlington Northern deal and didn’t negotiate further.

“ ‘I told you that was my price,’ ” Zoubek recalls Buffett saying during the bidding. “It was a strategic deal that got done at the end of 2009. It showed the market that a deal could get done not out of desperation.”

Some details were negotiated, allowing Burlington investors to take stock or cash.

“That’s what I really love about M&A deals: the thrill of negotiation,” Zoubek says, “helping structure them in getting deals done, seeing the benefit deals do. It’s a lot better than being a litigator and trying to kill the next guy. You have to do the same thing, to think on your feet, be flexible enough to make the deals. You get the same thrill without having to go to court.” n