Russell E. Ryba

Partner

Overview

Mr. Ryba is a partner and business lawyer with Foley & Lardner LLP, the firm he joined and has been with since graduating from Duke law in 1989. Russ practices in the areas of public offerings and private placements of equity, debt and hybrid securities, including as company counsel in multiple initial public offerings; mergers, acquisitions and divestitures; 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 manufacturing and distribution companies; service companies; printing and marketing solutions companies; beauty retail companies; public utilities and public utility holding companies; media companies; newspaper companies; skilled nursing and assisted living companies; and insurance companies. His clients range from large publicly held corporations to mid and small cap companies. He is a member of the firm’s Transactional & Securities Practice, as well as the Manufacturing, Energy and Health Care Industry Teams. Previously, Russ served as co-chair of the firm's Senior Living Team.

In his 30 years of practice, Russ has represented buyers, sellers and investors in over 160 domestic and international business combination transactions aggregating over $35 billion in total consideration, including multiple tender offers. Russ also has represented issuers in over 55 public securities offerings or private placements raising more than $10 billion. He currently represents three publicly traded companies which he took public (Mayville Engineering Company, Inc., a leading U.S.-based value added manufacturing provider; Quad/Graphics, Inc., a worldwide marketing solutions provider of print and related services; 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 companies, including Ulta Beauty, Inc., The Manitowoc Company, Inc.; Jason Industries, Inc. and Extendicare Inc. Russ formerly represented, among other companies, Journal Communications, Inc., which he took public, prior to their merger with The E.W. Scripps Company; Journal Media Group, Inc., which he took public, prior to their sale to Gannett; 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

Russ previously served on the board of directors of the Milwaukee Animal Rescue Center and the Bay View Community Center of Milwaukee, Inc. (a nonprofit agency designed to develop the individual, provide support and strengthen families). He also was a longtime 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

Russ 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

Russ 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, corporate governance and takeover defense matters.

Recognitions

Russ was 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. Russ is listed in the 2006 and 2007 editions of Chambers USA: America’s Leading Lawyers for Business.

Representative Experience

  • Represented Mayville Engineering Company in its $108 million initial public offering and listing on the NYSE in May 2019
  • Represents Quad/Graphics in its pending $1.4 billion acquisition of LSC Communications
  • Represented National Research Corporation, a Nasdaq Global Select Market listed company, in both its 2013 and 2018 recapitalizations, pursuant to which the Foley team created two classes of publicly traded common stock from a single class structure (in 2013) and then combined them back into one class of publicly traded common stock (in 2018)
  • Represented Ulta Beauty, Inc. in its holding company formation
  • Represented Journal Media Group in its $300 million acquisition by Gannet
  • 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 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