John Bibb John Bibb, GC of Acelity. Courtesy photo

John Bibb became executive vice president and general counsel of San Antonio, Texas-based KCI, and Acelity Co., in 2011 after working in-house at the medical device company for eight years as its head mergers and acquisitions attorney. He first helped the company buy LifeCell in 2008 for $1.8 billion and recently helped guide the company through its sale to 3M for $6.7 billion.

Bibb spoke to Corporate Counsel on Friday about the role of the legal department in M&A and the attempts to take the company public in 2015 and earlier this year before the sale to 3M. This conversation has been edited for clarity and length.

Corporate Counsel: What is the legal department's role in an acquisition?

John Bibb: All of the correspondence takes place at the legal level including the confidentiality agreement. Anything that the target company is disclosing they will want to remain confidential.

Then you enter into the due diligence phase, which is managed by the legal team. You want everyone involved in that. You want the compliance team conducting an investigation of the target company's policies and procedures and all of its corporate governance.

In many companies, the legal team quarterbacks that activity. It's a hub-and-spoke function where we give direction. People send in requests for us and we help them formulate a plan of attack.

CC: KCI made an effort to go public in 2015. What stopped the company from going public then?

JB: In 2015, the public equity markets were good. We started the process in May 2015 and filed in July 2015. After our first response, the [Securities and Exchange Commission] gave us the green light in September 2015. However, in November 2015 there was a European debt crisis that made the world equity markets choppy. We could have still gone public, but the stock would be trading for below what a good and fair price would be.

CC: Before the 3M deal became public, KCI made another effort to go public in 2019. Can you discuss that effort to file an initial public offering leading up to the 3M sale announcement?

JB: After we put the [2015] IPO on hold we decided to refinance our debt. We were going to use the proceeds from the IPO to pay down our debt. We refinanced about $4 billion in debt and we decided to pursue the sale of LifeCell. It was hitting on all cylinders and growing like crazy. There were some new emerging medical practices using the products a lot more. In December 2016, we sold LifeCell for $3 billion. We took out a substantial portion of debt, which gave us a lot of room on the balance sheet. Our current CEO, Andy Eckert, came in and we began to invest into the core wound care business. After 12 to 18 months, it was growing at 5 to 8% and we decided to pursue an IPO at the end of 2018.

We filed with the SEC in February, got comments back in March and responded in April. The plan was to do a roadshow in May to begin investor education. We went through the entire due diligence process again. But two weeks before the roadshow, we reached terms with 3M and announced the deal.

Running a dual-track process is probably one of the hardest things I've ever done in my life. However, I'm happy to say I was a part of it.