A partner in the Mergers & Acquisitions Group, Mike Darby primarily advises public and private companies, boards of directors and special board committees on mergers and acquisitions and other significant corporate transactions across a wide range of industries. He brings deep experience in Delaware law, regularly counseling clients on fiduciary issues and other Delaware-law considerations in complex transactions.
Mike’s representations have included:
Life Sciences
- ARCHIMED in its $428 million acquisition of ARK Diagnostics from Soulbrain Holdings
- Chiesi Farmaceutici in its $1.48 billion acquisition of Amryt Pharma
- Emmes in its acquisition of VaxTRIALs
- Evolent Health in its initial public offering and related Up-C reorganization
- NAMSA in its strategic acquisition of WuXi AppTec’s U.S. medical device testing operations
- One Equity Partners in its acquisition of Ernest Health Holdings from Guiding Health Management Group and Medical Properties Trust
- Quest Diagnostics in various transactions, including:
- its acquisition of select assets from Fresenius Medical Care
- the $760 million sale of its ownership interest in Q2 Solutions to IQVIA
- its acquisition of Pack Health
- its acquisition of select assets from University Hospitals’ outreach laboratory services business
- its acquisition of select assets from Allina Health
- its acquisition of OhioHealth’s outreach laboratory services business
- its acquisition of select assets of Northern Light Health’s outreach laboratory services business
- its acquisition of select assets of Summa Health’s outreach laboratory services business
- its acquisition of substantially all the assets of Labtech Diagnostics
- its acquisition of select assets of Memorial Hermann Health
- its acquisition of the outreach laboratory services business of Mercy Health
- Select Medical in its proposed $3.9 billion take-private transaction by a consortium led by Robert A. Ortenzio, Martin F. Jackson and Welsh, Carson, Anderson & Stowe
Industrials
- Crown Castle in various matters, including a $1 billion offering of senior secured notes
- Crown Holdings in:
- its cooperation agreement with Carl Icahn
- the €1.9 billion sale of its European tinplate business to KPS Capital Partners
- its $3.9 billion acquisition of Signode Industrial Group Holdings (Bermuda) from The Carlyle Group
- various note offerings
- Hertz Global in its successful $2.6 billion unsolicited offer to acquire Dollar Thrifty Group
- MiddleGround Capital in its acquisition of Lindsay Precast
- Olin in its acquisition of K. A. Steel Chemicals
- US Ecology in:
- its $2.2 billion sale to Republic Services
- its $966 million stock-for-stock merger with NRC Group Holdings
- ValueAct Capital in the management buyout of Topcon effected through a tender offer launched by KKR
Financial Services
- Business Development Corporation of America in its acquisition of a controlling interest in Siena Capital Finance from Solaia Capital Advisors
- Corporate Capital Trust, advised by a partnership between FS Investments and KKR Credit, in the listing of its shares on the NYSE and in its merger with FS Investment Corporation to create a publicly-traded business development company
- The special committee of the board of directors of Delphi Financial Group in its $2.7 billion sale to Tokio Marine Holdings
- Douglass Winthrop Advisors in a strategic investment from Kudu Investment Management
- Gramercy Funds Management in a strategic investment from Kudu Investment Management
- Hercules Capital in its acquisition of the venture lending portfolio of Ares Capital
- Hunt Companies and Amber Infrastructure in a strategic business combination with Boyd Watterson Asset Management to form a global diversified real estate, infrastructure and fixed income asset management company managing approximately $35.7 billion in assets
- KKR in various investments
- Radcliffe Capital Management in a strategic investment from Kudu Investment Management
- SHOOK Research in its strategic investment from PPC Enterprises
- T. Rowe Price in its $4.2 billion acquisition of Oak Hill Advisors
Consumer and Retail
- B&G Foods in various transactions, including its $420 million sale of its Pirate Brands business to The Hershey Company
- Clarion Capital Partners in its sale of Lenox to Centre Lane Partners
- Underwriters in the initial public offering of Boot Barn Holdings
Technology
- Blackboard in its acquisition of Higher One Holdings and the sale of its Transact business unit to Reverence Capital Partners
- The special committee of the Enfusion board of directors in its $1.5 billion acquisition by Clearwater Analytics
- GIC in its acquisition alongside Silver Lake Partners of a significant equity stake in Ancestry.com
- IBM in several acquisitions
- Rocket Software in a $2 billion investment by Bain Capital Private Equity
Energy and Natural Resources
- Energy Harbor in its $6.3 billion sale to Vistra Corp.
- The Williams Companies in its proposed $38 billion combination with Energy Transfer
