EXPERTISE: FORENSICS | GOVERNANCE | PHILANTHROPY | TECHNOLOGY | TRANSACTIONS


TRANSACTIONS

In his early career as an associate at law firm Chadbourne Parke Whiteside & Wolff, Ostling was assigned to work with a small team of lawyers to represent American Brands general counsel’s office. The focus of that two-year ‘tour’ was corporate transactions and related disclosures.

By the time he moved to AY/EY, along with his forensics and litigation responsibilities, Ostling was also assigned as lead lawyer providing support to the AY consulting practice. He was responsible for the preparation and negotiation of the multi-million-dollar agreements between the AY consulting practice and their client counterparties. He also developed a training program for proposal preparation and contract negotiation that became the standard for AY/EY going forward.

While retaining the Associate General Counsel title to aid in his forensics role at AY, Ostling moved into firm management, initially as National Director, and then U.S.  Vice Chairman where he was responsible for HR, training and development, recruitment, benefits and advancement (he implemented the firm’s first program dedicated to the retention and advancement of women and minorities) as well as administrative functions such as the travel program, vendor negotiations and related expenses. During that time, Ostling was instrumental in the merger of AY with fellow Big Eight accounting firm Ernst & Whitney (E&W). Ostling became an AY team leader alongside AY partners Jesse Miles, William Grant and William Kimsey for several aspects of the merger. Specifically, Ostling, Grant and Kimsey and E&W designees (Robert Kelley, Phil Laskawy, Ed Hastings and Bruce Mantia) were responsible for presenting the proposed governance structure for the new EY firm; the new partner remuneration program for EY; the plans for staff progression, the integration of partners, staff and necessary HR rationalization; and the design for the global organization structure. The AY/E&W merger marked the largest transaction to that point of Ostling’s career, and with its announcement in May 1989, Ostling joined the inaugural Management Committee of EY’s U.S. practice. He was promoted to Vice Chairman in 1990.  

Ostling, along with fellow senior partners, began to see the necessity for EY’s globalization to keep pace with its clients. He recognized that providing seamless, consistent, professional services worldwide would require an organizational and governance structure that could enforce and ensure the highest-quality services throughout the global organization. Understanding it would be impossible to achieve inside a loose confederation where local leaders would make decisions that favored their respective P&Ls rather than for the good of the overall global brand, Ostling was part of the team who began to oversee EY’s global emerging market interests (the “BRICS”) including the beginning practices of EY in Russia, the CIS, Eastern Europe, Vietnam, and others.

As the International Counsel of EY, he focused exclusively on global issues along with several partners intimately involved in the funding, organization, staffing, and growth of business in emerging markets. Conducting business in these evolving societies not only required transactions with local firms to acquire, lease and buy offices, deal with locals and national authorities but it also involved navigating the day-to-day drama of these new ‘Wild West’ territories which included everything from suicides and murder to graft and corruption to hyperinflation. It was also a time of  the heroic efforts of a wonderful national staff in these countries pulling themselves into the global commercial world; amazing hope for the emergence of new free market participants and the rule of law; and the great successes and failures in achieving the hoped-for results. 

By 1995, Ostling became the EY Global Executive Partner and a member of the EY International Council. Among his primary roles was to be the Chief Administrative Officer of the Global Organization (the Global CFO reported to him and he had operational responsibility for the Global Organization’s budget), as well as to begin the process of globalizing EY with a vision he shared with newly appointed Global CEO William Kimsey.  For the next ten years, Ostling was the chief architect of EY’s global integration strategy which involved a ‘roll up’ of 140 separate country practices into one global governance structure and an operational structure for the “back-office,” as well as global sharing of some profits and P&L — 150,000 people and $20 billion of revenue.  This arduous and demanding course required constant negotiation, conciliation, diplomacy and the investment of millions of dollars, during which time, Ostling became a member of EY’s Global Executive Committee.

Due to the increased concerns in the U.S. and elsewhere of auditors’ independence in 2000, several of the Big Five sought EY’s consulting services. Working with Kimsey (the CEO), Phil Laskawy (the Chairman), and Roger Nelson (Vice Chairman, Consulting Services), Ostling participated in the design and negotiation of the sale of EY’s consulting practice to Cap Gemini. The transaction was a complex share transaction valued over $4 billion which closed in May 2000.

When the Enron Scandal broke in 2000 and the Arthur Andersen firm began to flounder, Ostling and Kimsey were proponents of making a global bid to save the Andersen firm by having EY acquire it. Initiatives of the U.S. Department of Justice and the gradual growth of ‘successor liability’ concerns made any global deal impossible. But in the spring of 2002, Ostling was authorized by the EY Global Executive Committee, under the leadership of Global Chairman James S. Turley, to develop a template for acquiring Andersen practices one by one to avoid successor liability. Working with Linklater’s senior corporate partner Richard Godden, Ostling developed that template. EY succeeded in acquiring 58 former Andersen practices, one by one, around the world. Ostling led the effort in many of these country deals, including the seminal deal with the Andersen Russian practice. With a combined value of these transactions in billions of dollars,  Ostling was heavily involved in the post-merger integration activities and was promoted to EY’s Global Chief Operating Officer in 2003.

When the consulting practice was sold in 2000, EY’s remaining revenues were at $8 billion and grew to $21 billion in 2007. It was then Ostling decided to retire from EY after 30 years. He believed that the efforts to create a globalized practice with appropriate structures and governance had been successful and he announced he would take early retirement from EY and pursue other entrepreneurial interests.

In 2007, Ostling joined the Board of Directors of Mobile TeleSystems (MTS) listed on the NYSE, and was the Board member who led every special committee from 2007 through 2012 for all major transactions that MTS conducted amounting to billions of dollars.  Among these were the Comstar acquisition. The investment bankers, law firms, valuation firms and accounting firms engaged on these transactions reported to Ostling when he was Chairman of the Board’s special committees.

From 2007 through 2009, Ostling served as the CEO of Russia’s largest mobile drilling rig manufacturer, Mobile Drilling Systems which was renamed Kungur Oilfield Equipment and Services in 2007. Kungur achieved its highest revenues and production while Ostling was CEO. In 2009, he succeeded, with Senior Vice President Robert Kirchner, in establishing a mandate with Deutsche Bank for $250 million to acquire rig manufacturing and oilfield equipment manufacturing companies in the U.S. and Canada.

While Ostling served on the Boards of PromSvyazBank, UralChem and Domodedovo/Eastline Capital, he participated in major transactions that the Board oversaw, including the preparations for IPOs, the sale of major stakes in strategic sales to EBRD and Commerz Bank, bond offerings and the implementation of major credit agreements with Western Banks.

From 2011 through present in his role as a Board member of Uralkali, Ostling has chaired each of Uralkali’s special committees to oversee its major transactions totaling billions of dollars which included: 

  • Listing of the merged entity on the LSE

  • Sale of a major stake in Uralkali to a major Chinese state investor

  • Sale of major stakes of Uralkali to Onexim and UralChem

  • Series of four major buybacks of Uralkali shares

  • Uralkali’s de-listing from the LSE

From 2012 through 2015, as the Chairman and the CEO of Brunswick Rail Management, Ostling oversaw a number of significant transactions with the management team which included:

  • Preparation for an IPO

  • Issuance of a $600 million Eurobond

  • Entry into a credit facility with a consortium of Western banks

  • Successful repayment of that credit facility

  • Issuance of preferred shares and an agreement with EBRD to purchase them in a series of transactions

  • Restructuring effort for Brunswick’s Eurobond and Mezzanine debt

As a Board member at DataLogix from 2013 through 2015, Ostling helped to prepare the company for either an IPO or a strategic sale (as detailed above in respect of “Governance”), and supported the strategic sale of DataLogix to Oracle for a sum exceeding $1 billion.