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Jack Kantrowitz didn’t set out to ride herd over complex transatlantic deals. For years he saw his future as being in academia or the nonprofit sector. After obtaining a doctorate in sociology from the University of Paris — his dissertation, written in French, examined the international impact of the American trade union movement — he spent 12 years working at nonprofit organizations. But, he says, at age 39 he thought: Do I want to do this forever? The answer was no, so Kantrowitz headed back to school, this time to the Fordham University School of Law. Upon graduation, he joined New York’s Brown & Wood (now Sidley Austin Brown & Wood) in 1989 as a 42-year-old first-year associate. Nine years later, he made partner, specializing in international transactions, convertible debt deals, and 144A registrations. Even in his new career, Paris still looms large: Last year Kantrowitz, now 53, handled France Telecom’s $16.4 billion debt offering, the largest single offering of corporate debt ever. Just as Kantrowitz didn’t start out as a lawyer, France Telecom didn’t initially plan to issue an epic amount of debt. Blame that on the markets. In fall 2000, when it began planning the offering, France Telecom expected to issue $5�7 billion in bonds, only in the United States. But then equities markets softened and U.S. interest rates fell, creating the perfect climate for issuing debt. France Telecom decided to double the size of the offering to $16.4 billion, and place it in both the U.S. and European markets. To handle the offering, the company turned to Kantrowitz, who had previously worked on debt transactions for France Telecom. (The company was referred to Brown & Wood by an underwriter in 1998). Even with the good market conditions, France Telecom needed a sweetener to lure bond buyers. Since the beginning of 2000, the company’s credit rating had dropped four notches, from AA to A-, and its stock price had plummeted from nearly $130 a share in January 2000 to around $60 in March 2001. So the company added some “bells and whistles,” to mitigate buyers’ risk, Kantrowitz says. Among them was a provision specifying that if the Moody’s or Standard & Poor’s rating agencies downgraded France Telecom’s debt, a higher interest rate would kick in. (In September 2001, both agencies knocked France Telecom’s debt down one level, and the company had to issue coupons at a higher interest rate.) As a legal matter, the provision was fairly straightforward, Kantrowitz says. He had only to advise his client that the move could be costly. “That’s a business decision, not a legal one,” he says, sounding almost relieved. Less straightforward was the deal’s documentation. France Telecom had never issued significant amounts of public debt in the United States, and Kantrowitz had the arduous task of introducing the company in a lengthy registration filing. France Telecom was a bit of a moving target: Once a part of the French telecommunications ministry, it had been privatized, and over the past five years it had gone from a strictly French mobile telephone company to an international player offering broadband services. Two years ago, it acquired the London wireless telecommunications company Orange SA. So the information Kantrowitz and his team needed was “not all in one place, not all coherent.” In the end, they pieced it together in a filing that had more than 300 pages. (Robert Treuhold and Linda Hesse of New York’s Shearman & Sterling — France Telecom’s main U.S. securities counsel — collaborated with Kantrowitz and his team on the disclosure document.) The scramble left Kantrowitz’s team working almost around the clock. While Kantrowitz negotiated the terms of the offering from France Telecom’s corporate headquarters in Paris, his associates toiled away in New York. At around midnight Paris time, Kantrowitz would send faxes with comments to associates in New York, where it was 6 p.m. Those associates would work until 3 or 4 a.m., New York time, and fax back revisions so that Kantrowitz would have them at the start of the business day in Paris. Recently, Moody’s warned France Telecom that its credit rating may be lowered unless the company lessens its debt load. The company had already planned to do so, by buying back shares it had issued last year to Vodofone Group PLC to acquire Orange. Although Shearman’s Treuhold and Jacques Wantz handle the bulk of France Telecom’s securities matters, Kantrowitz says he wouldn’t mind taking a stab at the buyback work. “I would love to do that,” he says. How Napoleonic of him.

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