- Columbia University School of Law (J.D., 1988), Harlan Fiske Stone Scholar
- The Fletcher School of Law and Diplomacy, Tufts University (M.A.L.D., 1983)
- Occidental College (A.B., Diplomacy and World Affairs, with an emphasis in Economics, 1980)
Mitchell Cohen is a partner in the Los Angeles office of Irell & Manella LLP, where he is a member of the Transactions Practice Group.
Mr. Cohen's practice focuses primarily on corporate finance, in addition to mergers and acquisitions, securities offerings and general corporate representation. He has extensive experience in a wide range of business transactions, including debt (including senior, mezzanine and subordinated debt) and equity financings, commercial lending, restructurings, stock and asset acquisitions and divestitures and media and entertainment transactions.
Mr. Cohen served as outside corporate counsel to several U.S. subsidiaries of foreign corporate groups. In addition, Mr. Cohen practiced in Tokyo, Japan, primarily advising Japanese clients regarding their investments and transacting business in the United States. Prior to becoming an attorney, Mr. Cohen worked as a tax consultant in the international tax group of Touche Ross & Co., New York, New York.
Mr. Cohen has been recognized as a leading corporate/mergers & acquisitions lawyer by Chambers & Partners in its Chambers USA Leading Lawyers for Business Guide.
Selected Representative Transactions
- Represented Pinnacle Entertainment in its acquisition of the operations of the Meadows Racetrack and Casino in Pennsylvania from affiliates of Cannery Casino Resorts for total consideration of $138 million and Pinnacle’s lease of the underlying real property from subsidiaries of Gaming and Leisure Properties, Inc.
- Represented producers in connection with the production, development and financing of motion pictures.
- Represented Dallas-based Tango Films, LLC in connection with the sale to Revolution Studios of worldwide rights to several film titles produced by GK Films and other entertainment assets, including such titles as “Hugo,” “The Tourist” and “The Rum Diary.”
- Represented Dalian Wanda Group Co., Ltd., China's largest commercial property company and the world's largest cinema chain operator, in its acquisition of leading production company Legendary Entertainment for $3.5 billion. The transaction is China's largest cross-border cultural acquisition to date.
- Represented Dalian Wanda Group in its acquisition in a secondary sale transaction of a series of Senior Secured Notes issued by affiliates of Legendary Entertainment in the aggregate principal face amount of $425 million.
- Represented Dalian Wanda Group as the secured creditor in connection with a significant loan transaction with an affiliate of Legendary Entertainment.
- Represented the Academy of Motion Picture Arts and Sciences and related Academy foundations in connection with the issuance of $341 million aggregate principal amount of tax-exempt, fixed and floating rate "Oscar Bonds" to finance the construction and development of the Academy Museum of Motion Pictures.
- Represented iSqFt, Inc., the leading provider of cloud-based software and data solutions to the commercial construction industry and a portfolio company of funds managed by Genstar Capital Management, in connection with a significant unitranche debt financing.
- Represented Guggenheim Securities, LLC, as initial purchaser, in connection with a $340 million whole business securitization transaction involving Dick Clark Productions, Inc., the producer of such live television programming as The Golden Globe Awards, The American Music Awards and The Academy of Country Music Awards.
- Represented the borrower, a leader in comprehensive digital engagement and technology solutions for the hospitality industry, in connection with a substantial debt and equity restructuring.
- Joint representation of two financial institutions in connection with the establishment of a syndicated senior secured revolving credit facility for a newly-formed film production company.
- Represented Dallas-based Tango Films, LLC in connection with the restructuring of significant investments in both independent film production and film distribution companies and the acquisition of feature films and television projects.
- Represented a global specialty pharmaceutical and medical device company in connection with the establishment of a syndicated senior secured revolving credit facility.
- Represented Network Communications, Inc., a media company providing lead generation, advertising and internet market services to the housing industry, in connection with the establishment of a new senior secured credit facility.
- Represented a company engaged in the development, design and manufacture of composite armor protection for the military in connection with a financial restructuring and subsequent sale transaction.
- Represented the Academy of Motion Picture Arts and Sciences in connection with a new loan transaction.
- Represented the Official Committee of Unsecured Creditors in connection with the Chapter 11 proceedings of American Suzuki Motor Corporation.
- Represented an institutional investment fund in connection with the purchase of debt and equity securities issued by a manufacturer and developer of automobile parts.
- Representation of AMG Boardwalk LLC, a Las Vegas-based nightlife entertainment company, in connection with a significant investment and commercial transaction involving Revel Atlantic City. The transaction involved complex structure, real property, management and tax issues as well as issues related to future economic participation and corporate governance.
- Represented senior management and equity holders of a national renal disease management company in connection with a leveraged buyout of that company.
- Represented a major supplier of fresh cut fruits and vegetables to supermarkets and food outlets in connection with a significant refinancing transaction.
- Represented an institutional investment fund in connection with the purchase of debt and equity securities of a publicly-traded consumer finance company.
- Represented an institutional investment fund in connection with a management buyout of a company that designs, develops and sells personal care products and related accessories globally.
- Joint representation of multiple institutional investment funds in connection with the purchase and subsequent restructuring of senior secured debt and equity interests in Harlow's Casino Resort, a hotel and casino resort located in Mississippi.
- Represented a secured creditor institutional investment fund in connection with the bankruptcy filing and restructuring of one of the fund's portfolio companies and the subsequent purchase of the debtor's assets in a Section 363 asset sale.
- Represented FDR Management, LLC dba Pure Management Group, a major owner/operator of nightclubs and other entertainment venues in Las Vegas and elsewhere, in connection with several significant transactions, including the restructuring of substantially all of the debt and equity interests in that company, the acquisition and consolidation of related equity ownership and business interests and the issuance and sale of senior secured debt and equity interests to institutional investment funds and other investors.
- Represented the owner of the Del Taco restaurant chain in connection with the leveraged buyout of that company by a private equity consortium.
- Member of the Business Law Sections of the American Bar Association and the State Bar of California and of the Business and Corporations Law Section of the Los Angeles County Bar Association.
Bar & Court Admissions
- 1988, California