EXPERIENCE

Ross recently represented:

PUBLIC COMPANY TRANSACTIONS:

• The special transaction committee of independent directors of Agilysys, Inc. in connection with a preferred equity investment by MAK Capital One, LLC
• Alere, Inc. in its $5.3 billion acquisition by Abbott Laboratories
• Churchill Capital Corp II in its combined $1.5 billion acquisition of Software Luxembourg Holding S.A. (Skillsoft) and Global Knowledge Training LLC from funds affiliated with Rhône Capital, to create a digital learning company
• EarthLink Holdings Corp. in its approximately $1.1 billion merger with Windstream Holdings, Inc.
• Great Wolf Resorts, Inc. in its $798 million sale to funds managed by affiliates of Apollo Global Management, LLC
• Hunt Companies, Inc. in its external management agreement and private placement transactions with Five Oaks Investment Corp; its acquisition of certain real estate-related assets, management externalization and private placement transactions with MMA Capital Management, LLC; and its acquisition of Centerline Holding Company
• The subcommittee of the board of directors of Invitation Homes in connection with its merger of equals with Starwood Waypoint Homes to create a company with an enterprise value of approximately $20 billion
• The Karfunkel-Zyskind Family, alongside a unit of Stone Point Capital LLC, in their take-private of AmTrust Financial Services, Inc., valuing AmTrust at approximately $2.95 billion and in connection with the associated settlement and support agreement with affiliates of Carl C. Icahn
• Mitel Networks Corporation in its approximately $2 billion acquisition by an investor group led by affiliates of Searchlight Capital Partners
• Mosaic Acquisition Corp. in its merger with Vivint Smart Home, Inc. to form a publicly listed company with an enterprise value of approximately $4.2 billion
• Platform Specialty Products Corporation in its $2.3 billion acquisition of Alent
• PlayAGS, Inc. in its acquisition of Integrity Gaming Corp.
• Spectrum Brands Holdings Inc. in its $1.25 billion sale of its Global Auto Care business to Energizer Holdings, Inc.
• Time Warner Cable in its $78.7 billion merger with Charter Communications; its $45.2 billion stock-for-stock merger with Comcast Corporation (terminated); and its response to unsolicited acquisition proposals by Charter Communications
• Tricon Capital Group Inc. in its $1.4 billion acquisition of Silver Bay Realty Trust Corp.
• UCP, Inc. in its merger with Century Communities, Inc.

PRIVATE EQUITY TRANSACTIONS:

• AGS, a portfolio company of funds managed by affiliates of Apollo Global Management, LLC in its $382 million acquisition of Cadillac Jack
• Funds managed by affiliates of Apollo Global Management, LLC, in its approximately $4.3 billion acquisition of Rackspace Hosting, Inc.
• Funds managed by affiliates of Apollo Global Management, LLC and funds advised or sub-advised by GSO Capital Partners LP or its affiliates, in connection with a comprehensive debt and equity transaction involving Mood Media Corporation
• General Atlantic and Oak Hill Capital Partners and their respective associated investment funds in the approximately $1 billion sale of common shares of Genpact Limited to affiliates of Bain Capital Partners

PRIVATE ACQUISITIONS AND DISPOSITIONS:

• Ericsson AB in its sale of its Media Solutions business to One Equity Partners and in Francisco Partners’ investment in Ericsson’s iconectiv business
• Grupo Salinas in its $2.5 billion sale of Iusacell to AT&T
• Hunt Companies, Inc. in its sale of Hunt Real Estate Capital to ORIX Corporation USA; its investment in Brean Capital, LLC; its sale of Hunt Affordable Housing to Alden Torch Financial LLC; and its subsequent acquisition of Alden Capital Partners, the syndication division of Alden Torch Financial
• Janus Capital Group Inc. in its acquisition of VelocityShares
• MacAndrews & Forbes Holdings Inc. and its indirect, wholly owned subsidiary, Harland Clarke Holdings Corp., in the $1.2 billion sale of its subsidiary, Harland Financial Solutions, to Davis + Henderson Corporation
• MacAndrews & Forbes Incorporated and certain of its affiliates in the sale of its portfolio company, HUMVEE^® manufacturer, AM General to KPS Capital Partners
• MagnaChip Semiconductor Corporation in the sale, valued at approximately $435 million, of its Foundry Services Group and fabrication plant in Cheongju, Korea by certain of MagnaChip’s wholly-owned subsidiaries to a special purpose company established by Alchemist Capital Partners Korea Co., Ltd. and Credian Partners, Inc.
• Vincent Viola and Douglas Cifu in their acquisition of the Florida Panthers of the National Hockey League

JOINT VENTURES AND STRATEGIC PARTNERSHIPS:

• Ericsson AB in its global business and technology alliance with Cisco Systems, Inc.
• Hunt Companies, Inc. in the $200 million committed minority equity investment in certain of Hunt's financial services and asset management businesses by affiliates of Gallatin Point Capital LLC
• Janus Capital Group Inc. in its strategic alliance with The Dai-ichi Life Insurance Company, Limited, under which, among other things, Dai-ichi Life would invest $2 billion of its general account assets with Janus and acquire 15 percent to 20 percent of Janus’ common stock
• Time Warner Cable in its agreement to become the charter distributor of SportsNet LA, the regional television network for the Los Angeles Dodgers

ACTIVIST DEFENSE:

• Destination XL Group, Inc. in its settlement agreement with Cannell Capital LLC
• DHI Group, Inc. in its settlement agreement with Barington Capital Group, L.P.
• MagnaChip Semiconductor Corporation in its settlement agreement with Engaged Capital, LLC
• Range Resources Corporation in its settlement agreement with SailingStone Capital Partners

Ross was also involved in numerous notable transactions prior to joining Paul, Weiss, including: Bank of America’s merger with Merrill Lynch and its merchant services joint venture with First Data; Caremark Rx’s response to a hostile tender offer by Express Scripts and its $27 billion merger with CVS; Clorox’s response to the $12.5 billion unsolicited acquisition proposal from Carl Icahn; Delta’s $3.6 billion merger with Northwest Airlines; Deutsche Telekom’s proposed $39 billion sale of T-Mobile to AT&T; and JPMorgan’s merger with Bear Stearns.

Ross participates regularly in speaking engagements on corporate and M&A matters. He participated on the “Defending Against Activism” panel at the annual 13D Active-Passive Investor Summit from 2014 to 2016. Ross also participated on the “What’s ‘Market’ in Merger Agreements?” and “Current Issues in Private Equity” and “Special Issues Carve-Out Transactions” panels at Tulane Corporate Law Institute in 2015, 2017 and 2019, respectively. In 2018, he appeared on the "How to Handle Post-Deal Activism" panel hosted by DealLawyers.com.

Ross is also a regular contributor to the firm’s “Delaware M&A Quarterly” publication and has authored several memoranda on transactional and corporate regulatory topics.

Ross is recognized in The Legal 500 for his work on “Shareholder Activism: Advice to Boards.”

Ross is a member of the New York City Bar Association Corporation Law Committee.