Mark D. Director is a partner in the Washington, D.C. and New York offices of Gibson, Dunn & Crutcher.  He is a member of the firm’s Mergers and Acquisitions, Private Equity, and Securities Regulation and Corporate Governance Practice Groups.

Mr. Director has been selected by Chambers USA as a top-ranked M&A and private equity lawyer, recognized by his clients as “an extraordinary business lawyer with great judgment.”  He has an extensive practice advising public companies and private equity sponsors and their portfolio companies in mergers and acquisitions, leveraged buyouts, spin-offs, minority investments, joint ventures and other corporate transactions.  He has handled hundreds of complex business transactions and advised clients on numerous high-stakes business challenges both in private practice and previously as a public company general counsel and senior executive.  He regularly counsels boards of directors and senior corporate executives on disclosure, compliance, securities reporting, governance and risk management issues.  Clients describe Mr. Director as “a levelheaded thinker who gets right to the point and provides practical advice based on a wealth of knowledge” and praise his “outstanding customer service.”

Mr. Director has been selected by Chambers USA for Corporate/M&A since 2009, and is currently ranked in the top tier by Chambers USA 2018 for Corporate/M&A and Private Equity.  He also is ranked by Chambers Global as a leading attorney in Corporate/M&A. He has been honored by The Legal 500 for Mergers & Acquisitions since 2007.  He has been recognized by Who’s Who Legal for M&A and Governance since 2014, and he has been named a “Washington D.C. Super Lawyer” for Mergers & Acquisitions by Super Lawyers magazine since 2012.  He also has been recognized by Euromoney and listed in Expert Guides for Banking, Finance, and Transactional Law.

Prior to joining Gibson Dunn, Mr. Director was a partner with Kirkland & Ellis.  Before that he served as Executive Vice President and General Counsel of publicly traded US Office Products Co. and of a private-equity-backed telecommunications company.

Representative Clients and Transactions

Public Companies

• Morgan Stanley, as financial advisor to SCANA Corporation, in SCANA’s $7.9 billion sale to Dominion Energy.
• Strayer Education in its $1.9 billion merger of equals with Capella Education Company, creating a national leader in education innovation*
• CEB, Inc. in its $3.3 billion sale to Gartner, Inc.*
• Hess Corporation and its affiliate, Hess Oil Virgin Islands Corp. (“HOVIC”), in connection with the successful Chapter 11 liquidation and Section 363 sale of substantially all of the oil terminal and storage and refinery assets of HOVIC’s 50/50 joint venture, HOVENSA L.L.C., once the owner of one of the ten largest oil refineries in the world*
• Hess Corporation in its $2.8 billion sale of its retail business to Speedway LLC*
• Piedmont Natural Gas in its $4.9 billion sale to Duke Energy*
• Exelon Corporation in its $7 billion acquisition of Pepco Holdings Inc.*
• Hess Corporation in its $1.2 billion sale of its Energy Marketing business to Direct Energy*
• CEB, Inc. in its $660 million acquisition of UK-based SHL Group*
• Constellation Energy in its $7.9 billion merger with Exelon Corporation*
• CEB, Inc. in its $275 million acquisition of Evanta Ventures, Inc.*
• Constellation Energy in its $4.5 billion sale of 49.99 percent of its nuclear generation business to Électricité de France SA*
• Constellation Energy in its proposed $4.8 billion merger with MidAmerican Energy Holdings Company (terminated by agreement in December 2008)*
• The Special Committee of the Board of Directors of Perini Corporation in connection with the $900 million merger of Perini and Tutor-Saliba Corporation to form Tutor-Perini Corporation*

Private Equity Sponsors

• ATL Partners and BCI in the acquisition of Valence Surface Technologies.
• Rhone Group LLC and affiliates and affiliates of WeWork Property Advisors as investors in Hudson’s Bay Company in a pending $720 million take-private transaction of Hudson’s Bay Company.
• MidOcean Partners in numerous transactions, including:
  • Acquisitions of Myers Research from Kennedy-Wilson, Inc. and of Hanley Wood from Oaktree and combination of the two acquired businesses
  • Sale of majority interest in Legal Shield (f/k/a Pre-Paid Legal Services) to Stone Point Capital*
  • $1.0 billion sale of Water Pik, Inc. to Church & Dwight Co., Inc.*
  • $1.56 billion sale of Penton to Informa plc*
  • Merger of the Olympus Holdings outdoor advertising business with Fairway Media*
  • Acquisitions of Jones & Frank, Olympus Media, Bushnell, Hunter Fan, Totes-Isotoner and Sbarro, Inc.*
  • $650 million going-private acquisition of Pre-Paid Legal Services, Inc.*
  • €1.5 billion acquisition of the US and European later-stage private equity portfolio of Deutsche Bank AG*
• Macquarie Infrastructure and Real Assets and an equity investor consortium in the $4.7 billion take-private acquisition of Cleco Corporation, a publicly traded power utility company in Louisiana*
• MidOcean Partners and Public Sector Pension Investment Board in the acquisition and subsequent sale to Precision Castparts Corp. of Noranco, Inc.*
• MidOcean Partners and Crestview Partners in the $3 billion sale of Insight Communications to Time Warner Cable*
• MidOcean Partners and Crestview Partners in their acquisition and their subsequent $585 million sale of Puerto Rico-based OneLink Communications (cable television system serving San Juan)*
• ATL Partners and BCI in the acquisition of Pilot Air Freight*
• ATL Partners and BCI in the acquisition of Rock-it Cargo
• ATL Partners and Public Sector Pension Investment Board in the formation of a new aircraft leasing platform, SKY Leasing, and the subsequent sale of its international operations to Goshawk Aviation Ltd.*
• Arlington Capital Partners in numerous transactions, including:
  • Acquisition of Perfekta Inc. by Cadence Aerospace
  • Acquisition of Cadence Aerospace from Court Square Capital Partners*
  • Acquisition of Avalign Technologies Holdings, Inc. from RoundTable Healthcare Partners*
  • Acquisition and subsequent sale of Consolidated Precision Products business to Warburg Pincus*
  • Recapitalization of government contractor Iron Data Solutions*
• Angelo Gordon & Co. and Cerberus Capital Management, as the major stockholders of Acterna Corp., in the $760 million sale of Acterna to JDS Uniphase*

Sports

• Monumental Sports & Entertainment in the investment by Laurene Powell Jobs in the partnership that owns the Washington Capitals, Washington Wizards, Washington Mystics, Capital One Arena, and other sports and entertainment assets and businesses*
• Monumental Sports & Entertainment in its acquisition of a 33% equity interest in Comcast SportsNet Mid-Atlantic Holdings and the sale of a 33% equity interest in Monumental Sports Network to NBCUniversal Media*
• Monumental Sports & Entertainment in its acquisition of the Washington Wizards, Washington Mystics, Capital One Arena (f/k/a Verizon Center) and related businesses*

Mr. Director is a member of the Society for Corporate Governance and the board of directors of Everybody Wins! DC, a children’s literacy organization.  He serves as First Vice President and a member of the Board of Directors of Washington Hebrew Congregation.

Mr. Director received a Juris Doctor, cum laude, from Harvard Law School and a Bachelor of Arts, magna cum laude, in English and American Literature from Harvard College.  He is licensed to practice in New York and the District of Columbia.

*Engagements prior to joining Gibson, Dunn & Crutcher.