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In this highly technical area, our group is widely known for their inventive and practical approach to solving problems and resolving business issues. Our team provides advice in connection with high-profile, multibillion-dollar M&A transactions, public proxy statements, compensation arrangements and ERISA fiduciary matters for investment funds and plan fiduciaries.

Representative Engagements

Public and Private M&A

  • Advance, a media, communications and technology company, in its acquisition of Palladian Holdings, owner of Turnitin, a provider of plagiarism detection technology
  • Alexion Pharmaceuticals, a biotechnology company, in its $1.4 billion acquisition of Portola Pharmaceuticals
  • Aptiv plc, an Ireland-based auto parts company, in its $4 billion autonomous driving joint venture with Hyundai Motor Group  
  • Bioverativ, a biopharmaceutical company, in its $11.6 billion acquisition by Sanofi
  • The Special Committee of the Board of Directors of CBS Corp. in its merger with Viacom to form a combined media company with an initial enterprise value of more than $40 billion, including the negotiation of important protections to retain key CBS executives. ViacomCBS brings together some of the most iconic names in media, including CBS News, Nickelodeon, Showtime, BET, Comedy Central, MTV and Paramount.
  • Chevron Corporation on several key employment issues in its $13 billion acquisition of Noble Energy, including the conversion of Noble equity awards into Chevron awards and related complex securities law considerations, change-of-control tax issues, executive compensation program integration concerns, and the assumption and conversion of Noble 401(k)’s employer stock fund  
  • Conair Corporation, a global leader in premium kitchen electric appliances, non-electric kitchenware and personal care and beauty products, in its sale to affiliates of American Securities
  • CSRA, an information technology company, in its $9.7 billion acquisition by General Dynamics
  • Elanco Animal Health, an animal health company, in its $7.6 billion acquisition of the animal health business of Bayer AG, a Germany-based life science enterprise, including analyzing and addressing legal issues in over 100 countries to successfully complete the transaction
  • General Electric in its reorganization through spin-offs into separate publicly traded aviation, healthcare and energy companies and; in the more than $30 billion combination of its jet leasing unit, GE Capital Aviation Services (GECAS), with Dublin-based AerCap Holdings NV, including complex issues regarding the transfer of employment in U.S. and non-U.S. jurisdictions; employee data privacy issues; the treatment of carve-out employees under GE parent company programs; the allocation of employment related liabilities including for retirement pension plans; and retention  
  • General Electric in the $21.4 billion sale of its biopharma business to Danaher Corporation    
  • The Goodyear Tire & Rubber Company in its $2.5 billion acquisition of Cooper Tire & Rubber Company, including restrictive limits on how many shares may be issued and labor matters involving a significant portion of the workforce that has union representation
  • Honeywell International, Inc. in the tax-free spinoff of Garrett Motion Inc., formerly Honeywell's turbocharger business   
  • International Business Machines Corp. (IBM) in multiple matters, including:
    • the spin-off of its managed infrastructure services business into a new public company, including guiding IBM through its spin-off, helping it set up proper executive compensation programs for the new company, and appropriately addressing compensation and benefits matters for employees.
    • in its acquisition of Instana, an application performance monitoring and observability company.  
    • in its $34 billion acquisition of Red Hat, creating the world’s largest hybrid cloud provider.
  • The Kraft Heinz Company in its $3.2 billion sale of its cheese businesses to Groupe Lactalis
  • Lehigh Hanson, the U.S. affiliate of Germany-based HeidelbergCement, in HeidelbergCement’s $2.3 billion sale its U.S. West region business to Martin Marietta Materials       
  • Magnachip Semiconductor Corporation in multiple matters, including the:
    • $1.4 billion take-private sale to investment vehicles established by Wise Road Capital and certain of its limited partners; and
    • sale of its Foundry Services Group and the fabrication plant in Cheongju, Korea.
  • The Medicines Company, a biopharmaceutical company, in its $9.7 billion sale to Switzerland’s Novartis AG
  • MGM, home to James Bond, “Thelma & Louise” and Rocky, in its sale to Amazon for $8.45 billion, including the intricate treatment of the equity incentive awards held by MGM employees, the employment and retention arrangements for the senior executive team and the golden parachute tax analysis
  • Nuance Communications in its $19.7 billion sale to Microsoft, including working closely with senior management at Nuance on issues relating to the rollover of their Nuance equity awards into Microsoft awards, the protections afforded to Nuance employees, the employee and company employment-related tax impact of the transaction, and the retention and employment arrangements for senior leadership
  • Daniel Och, Chairman of Och-Ziff Capital Management Group LLC, in his transition of the firm to new management under CEO Robert Shafir. As part of the plan, Daniel and other former Och-Ziff partners will reallocate equity in the company and take other steps to facilitate deleveraging Och-Ziff’s balance sheet.
  • Perspecta, leading U.S. government services provider, in its all-cash $7.1 billion sale to Peraton, a portfolio company of Veritas Capital
  • QAD Inc.’s Special Committee in the $2 billion sale of QAD to private equity firm Thoma Bravo
  • QTS Realty Trust, a data center operator, in its approximately $10 billion take-private acquisition by Blackstone 
  • Teladoc Health in its $18.5 billion cash-and-stock acquisition of Livongo Health, including employment and benefits issues, the retention of Livongo’s key employees—particularly challenging given their significant equity holdings; the conversion of Livongo equity awards into Teladoc awards; the application of non-compete covenants, change-of-control tax issues and integration during a time where COVID-19 work-at-home policies were in place   
  • Trane Technologies, a diversified industrial manufacturing company, in the $15 billion Reverse Morris Trust spin-off and merger of its industrial business with Gardner Denver Holdings, a provider of industrial equipment and technologies
  • Translate Bio, clinical-stage mRNA therapeutics company, in its $3.2 billion sale to Sanofi

Private Equity

  • 3G Capital in its acquisition of a 75% stake in Netherlands-based Hunter Douglas, the global market leader in window coverings and a major manufacturer of architectural products
  • Funds managed by Apollo Global Management, Inc. and their portfolio companies in several high-profile transactions, including:
    • its all-stock merger with Athene, valuing the leading retirement services company Athene at $43 billion;
    • its $1.75 billion investment in Albertsons Companies, a food and drug retailer;
    • its acquisition through a new broadcasting company of media conglomerate Cox Media Group’s radio station portfolio, CoxReps and Gamut advertising businesses of Cox Enterprises;
    • its $6.25 billion acquisition of The Venetian Resort and Sands Expo and Convention Center from Las Vegas Sands Corporation;
    • its $5 billion acquisition of Verizon Media;
    • the $1.4 billion stock sale of time-share company Diamond Resorts International to Hilton Grand Vacations;
    • its acquisition of a majority interest in Direct ChassisLink, a provider of marine and domestic container chassis and asset management services to the U.S. intermodal industry, from EQT Infrastructure; and
    • its $2.7 billion acquisition of Shutterfly and Shutterfly’s subsequent acquisition of Snapfish.
  • Driven Brands, a portfolio company of Roark Capital, in its acquisition of International Car Wash Group, a car wash company, creating the largest automotive aftermarket services company by location count in North America
  • General Atlantic in several transactions, including its investments in Articulate Global, CareMetx, Chess.com, Comprehensive Educational Services, Equality Health and Vegamour; and Marathon Health’s strategic combination with OurHealth
  • Global Infrastructure Partners, alongside KKR, in their $15 billion acquisition of CyrusOne
  • Inspire Brands, an affiliate of Roark Capital Group, in its $11.3 billion acquisition of Dunkin’ Brands Group, the parent company of Dunkin’ and Baskin-Robbins, including the successful negotiation of significant individual compensation arrangements with top management that were critical to ensuring a smooth transition following the acquisition
  • Kohlberg & Co. in its acquisition of a majority stake of Parts Authority
  • KPS Capital Partners in connection with several significant transactions, including:
    • its $1.8 billion acquisition of Howden from Colfax Corporation;
    • along with International Equipment Solutions, a portfolio company of KPS, in the $690 million sale of the attachments division of International Equipment Solutions to Stanley Black & Decker; and
    • its $490 million acquisition of the fitness business of Brunswick Corporation, including the Life Fitness exercise equipment brand    
  • MacAndrews & Forbes Incorporated in the sale of its portfolio company AM General, an automotive manufacturer that builds military and commercial vehicles, to KPS Capital Partners
  • Oak Hill Capital in several transactions, including its investment and partnership with American Veterinary Group, its partnership with NetSpeed, its investment in Race Communications, and its acquisitions of Technimark Holdings and Trinity Consultants
  • WaveDivision Capital and Searchlight Capital Partners in their $1.35 billion acquisition of the Washington, Oregon, Idaho and Montana operations of Frontier Communications, a leading provider of internet, TV and phone services to business and residential customers

Restructurings

  • Various stakeholders, including companies, sponsors and creditors, in both in-court and out-of-court restructurings for companies such as Animal Supply Company, Bumble Bee Foods, Diamond Offshore Drilling, Gulfport Energy, Hi-Crush, Jack Cooper Ventures, LBI Media, The McClatchy Company, Pacific Drilling, Pattern Energy and Templar Energy, among others.

Capital Markets

  • Various companies in their initial public offerings, including ADT Inc., CLEAR Secure, Driven Brands, European Wax Center, Jill Inc., Latham Group Inc., Rackspace, Rocket Companies, Sun Country Airlines and Virtu Financial Inc., among others.

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