Russell E. Ryba

Partner

Overview

Russ Ryba is a partner and corporate lawyer in the Business Law Department of Foley & Lardner LLP. Mr. Ryba practices in the areas of mergers, acquisitions and divestitures; public offerings and private placements of equity, debt and hybrid securities; the transactional representation of Special Committees; public company compliance with federal and state securities laws and reporting requirements; corporate governance; going private transactions; and general business counseling. His practice crosses a broad range of companies and industries, including public utilities and public utility holding companies; commercial printers; media companies; skilled nursing and assisted living facilities owners and operators; insurance companies; manufacturing and distribution companies; service companies; and automotive dealerships. His clients range from large publicly-held corporations to mid and small cap private and publicly-held companies. He is a member of the firm’s Transactional & Securities Practice and Energy and Health Care Industry Teams. He is also co-chair of the firm's Senior Living Team. 

Mr. Ryba has represented buyers, sellers and investors in over 145 domestic and international business combination transactions aggregating over $21.6 billion in total consideration, including multiple tender offers. Mr. Ryba also has represented issuers and underwriters in over 50 public securities offerings or private placements raising more than $7.7 billion, and has represented issuers in tender offers to repurchase more than $725 million of their equity or debt securities. He currently represents three publicly traded companies which he took public (Quad/Graphics, Inc., a leading global provider of print and related services, Journal Media Group, Inc., a media company, and National Research Corporation, a leading provider of performance measurement and improvement services, health care analytics and governance education to the health care industry), as well as several other publicly-traded and privately-held companies (including Ulta Beauty, Jason Industries, Inc. and Extendicare Inc.). Mr Ryba formerly represented, among other companies, Integrys Energy Group, Inc., a public utility holding company, and its public utility subsidiaries, Wisconsin Public Service Corp., Peoples Gas and North Shore Gas, prior to their sale to WEC Energy Group; and Extendicare Health Services, Inc., a long-term care provider in the United States. 

Community Engagement

Mr. Ryba previously served on the board of directors of the Bay View Community Center of Milwaukee, Inc. (a nonprofit agency designed to develop the individual, provide support and strengthen families) and the Milwaukee Animal Rescue Center. He is a member of the Dean's Advisory Council and the Alumni Admissions Program at Duke University School of Law, as well as a member of DukeSource, a career advisory panel for undergraduates at Duke University. 

Education

Mr. Ryba graduated, with high honors, from Duke University School of Law in 1989. He received his Bachelor of Science, magna cum laude, from Northeast Missouri State University (n/k/a Truman State University), in business administration/personnel management.

Professional Memberships

Mr. Ryba is a member of the American Bar Association, the State Bar of Wisconsin and the Milwaukee Bar Association, as well as a member of the Business Law Sections of those professional affiliations.

Publications

He has been a frequent author on securities law and takeover defense matters.

Recognitions

Mr. Ryba was recently recognized by The Legal 500 for his work in the area of mergers and acquisitions (2015) and health care – service providers (2014). He was included in the 1991 edition of Who's Who Among Rising Young Americans and the 1996 and 1995 editions of International Who's Who of Professionals. Mr. Ryba is listed in the 2006 and 2007 editions of Chambers USA: America’s Leading Lawyers for Business.

Representative Experience

  • Represents Journal Media Group in the $300 million acquisition of JMG by Gannett.
  • Represented OMRON Corporation in its $200 million acquisition of Adept Technologies.
  • Represented Integrys Energy Group in the $9.1 billion acquisition of Integrys by Wisconsin Energy.
  • Represented the Special Committee of the Board of Directors of Assisted Living Concepts, Inc., a NYSE listed company, in a potential sale via an auction.
  • Represented Journal Communications, Inc. in the $2.2 billion combination with The E.W. Scripps Company. In the transactions, each of Journal and Scripps spun-off their respective newspaper businesses, which then combined and become a new public company called Journal Media Group, and then Journal merged into a subsidiary of Scripps, resulting in a pure broadcast (TV and radio) public company. Journal's shareholders received 41% of the combined newspaper company and 31% of the combined broadcast company.
  • Represented Quad/Graphics, Inc. in the acquisition of World Color Press Inc. (combined company initially had a market capitalization of approximately $2 billion). As a result of the deal, Quad/Graphics became a publicly traded company listed on the NYSE.
  • Represented Quad/Graphics in its issuance, in a private placement, of $300 million of its 7% senior notes due 2022, followed by a registered exchange offer.
  • Represented Extendicare, Inc. in its $875 million divestiture of its U.S. senior nursing operations.
  • Represented National Research Corporation, a NASDAQ Global Select Market listed company, in its recapitalization, pursuant to which the Foley team created two classes of publicly traded common stock from a single class structure. The two classes are identical except for voting rights and dividend rights.
  • Represented Extendicare Health Services, Inc. in its $278 million acquisition of Assisted Living Concepts, Inc., a publicly-traded company.
  • Represented Extendicare Health Services, Inc. in its stock acquisition of Tendercare (Michigan) Inc. from its four corporate shareholders and one individual shareholder for $240 million. Following the acquisition, an affiliate of Extendicare purchased the captive insurance company affiliate of seller for its net worth.
  • Represented Extendicare Health Services in its asset purchases of multiple skilled nursing facilities.
  • Represented Regal-Beloit Corporation in a $212 million common stock offering.
  • Secondary offering of Saputo Inc. common stock by selling shareholders.
  • Issuer’s counsel for numerous private placements of Peoples Gas Company’s First and Refunding Mortgage Bonds.
  • Represented Wisconsin Public Service Corporation, a wholly owned subsidiary of NYSE listed Integrys Energy Group, Inc., in over $1.9 billion of offerings of its senior notes.
  • Represented Regal Beloit Corporation in its $875 million acquisition of the Electrical Products Company (motors business) of A.O. Smith Corporation. In connection with the client’s strategic acquisition of EPC from A.O. Smith, Foley worked with the client to achieve a signed definitive agreement in less than a month from our engagement on the project. This rapid process was made possible only through a very dedicated effort from a deal team with extensive experience participating in competitive auction processes and negotiating agreements in the auction context.
  • Counseled National Research Corporation with respect to the acquisition of 11 companies since 1997, including The Picker Institute, Inc., TGI Group, Geriatric Health Systems, The Governance Institute, My InnerView and Smaller World Communications.
  • Counseled Journal Communications, Inc. in bid for, and with respect to the subsequent $235 million acquisition of, several television stations (Fort Myers/Naples and Tucson) from Emmis.

Representative Matters

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Foley represented Omron Management Center of America, Inc., a U.S. subsidiary of Japan-based Omron Corporation, which provides automation, sensing, and control products and services to several industries worldwide in the acquisition of Adept Technology. The transaction involved an all cash tender offer followed by a second-step merger.
Foley represented Quad Graphics in the issuance of the private placement of $300 million of 7% senior notes due 2022, followed by a registered exchange offer.
Foley represented Extendicare in its $875 million divestiture of its U.S. senior nursing operations.