Nicholas A. Smith

Primary Focus & Experience

With more than 20 years in practice at Milbank, Nicholas is an industry-leading expert across a wide range of transactions centering on technology, services and data.  He has played leading roles in advising clients on numerous prominent transactions. 

Notably:

• CVS Health on efforts to integrate Pharmacare and Aetna to capture synergies following CVS Health’s industry-altering acquisitions of those companies;
• Credit Suisse on numerous projects to transform its IT and operations, including an innovative transaction to transform the bank’s securities trading technology and operations;
• Astellas on a series of interrelated IT services and business process outsourcing transactions spanning the Japanese pharmaceutical company’s global footprint;
• Molina Healthcare on a series of interrelated outsourcing and licensing transactions to implement major technology transformation across the organization; and
• Radisson on a project to transform the company’s IT systems and data management to enable more, and more effective, customized customer experiences.

Nicholas’s practice centers on a range of transaction types, including:

• Technology and services procurement and management, including large and complex international outsourcing transactions;
• Corporate transformation initiatives;
• Strategy and execution regarding information security, data protection/privacy and the use of data as a strategic asset;
• Intercompany services and affiliate transactions, including where such transactions form critical components of structured finance transactions and corporate restructurings;
• Corporate separation and transition to effectuate M&A transactions, including complex international asset carve-out transactions requiring expertise in IT, operations, personnel management, commercial contracts, supply chain management, risk management and regulatory compliance best practices.

Nicholas has advised clients ranging across a wide range of industries, with particularly deep experience in outsourcing (including both IT outsourcing and business process outsourcing), financial institutions and financial services, private equity, insurance, healthcare and pharmaceuticals.

Representative Experience

Technology & Outsourcing representations:

• Amazon.com – key commercial matters regarding customer-facing technology services;
• Ambac – IT outsourcing;
• Astellas – IT outsourcing, business process outsourcing, software licensing and deployment, and cloud services;
• Barclays – investment operations outsourcing and software licensing;
• CIRCOR – IT and business process outsourcing;
• Cushman & Wakefield – IT outsourcing, business process outsourcing and software licensing;
• CVS Health – IT outsourcing, business process outsourcing, software licensing, cloud services, a wide range of services relating to retail location network support, and technology and operations transformation initiatives;
• DuPont – IT outsourcing, business process outsourcing, software licensing and network services;
• Embraer – sourcing and technology initiatives;
• Employbridge – business process outsourcing;
• Johnson & Johnson – IT outsourcing, business process outsourcing and software licensing;
• JPMorgan Chase – investment operations outsourcing;
• Lehman Brothers – IT outsourcing;
• LightSquared (now known as Ligado) – telecommunications network deployment and management services;
• Molina Healthcare – IT outsourcing, software licensing, cloud services and business process outsourcing;
• Morgan Stanley – investment operations services;
• MTV Networks – IT services, business process outsourcing, software licensing and procurement transactions;
• The New York Stock Exchange (NYSE) – IT services and software licensing;
• Omnicom – IT outsourcing, business process outsourcing, software licensing and cloud services;
• PepsiCo – business process outsourcing, IT services and software licensing;
• Radisson – software licensing, IT outsourcing and business process outsourcing;
• The Reader’s Digest Association – IT outsourcing, business process outsourcing, procurement outsourcing and software licensing;
• RELX – IT outsourcing, software licensing and business process outsourcing;
• Time Warner – IT outsourcing;
• Unilever – IT outsourcing; and
• Wells Fargo – IT services, business process services and technology development.

Restructuring experience:

Nicholas has advised clients on technology and operations issues in connection with numerous corporate restructurings that Milbank has advised on, including:

• Amsurg (creditor representation);
• Anagram (creditor representation);
• Arcapita (creditor committee representation);
• BLT Shipping (creditor representation);
• Envision Healthcare (creditor representation);
• First Energy (creditor committee representation);
• Foresight Energy (creditor committee representation);
• GNC (creditor committee representation);
• Gymboree (company representation);
• Heritage Energy (creditor representation);
• Incora/Wesco (company representation);
• Intelsat (creditor committee representation);
• Internap (company representation);
• Crew (creditor committee representation);
• JCPenney (creditor committee representation);
• Momentive (creditor representation);
• Party City (creditor representation);
• RGIS (creditor representation);
• Preferred Sands (creditor representation);
• Sanchez Energy (creditor committee representation);
• Talen Energy (creditor committee representation); and
• Walter Investment Management Corporation (creditor representation).

M&A and finance transactions:

Nicholas has advised a wide range of clients on technology and operations issues in M&A and finance transactions that Milbank has advised on.  Clients in these areas have included:

• Abra Group;
• Apollo;
• Ares;
• Arrow Electronics;
• Avianca;
• Barclays;
• BlackRock;
• Caesars Entertainment;
• Cementos Progresos;
• Embraer;
• EVgo;
• Fiume Capital;
• Global Container Terminals;
• Gol Linhas Aéreas Inteligentes;
• Goldman Sachs;
• Grain Management;
• C. Starck;
• HPS Investment Partners;
• Husky Energy;
• Jefferies;
• JPMorgan;
• KKR & Co.;
• Liberty Lending;
• Mitsui;
• Mercuria Energy;
• Molina Healthcare;
• One Equity Partners;
• ORBCOMM Inc.;
• Orchard Asset Management;
• S4N;
• SEACOR;
• SMBC;
• Tiga Investments;
• Turning Point Brands;
• US Steel; and
• Veritas.

Recognition & Accomplishments

Nicholas is recognized in Chambers USA and Legal 500 as a leading practitioner.  He regularly appears as a featured speaker at national and international industry conferences.  He earned a B.A. from the University of Iowa, and his J.D. from the University of Michigan Law School.