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ProfessionalsRoss A. Fieldston

Ross A. Fieldston

Ross A. Fieldston

Partner

Partner

Tel: +1-212-373-3075
Fax: +1-212-492-0075
rfieldston@paulweiss.com

+1-212-373-3075
New York

1285 Avenue of the Americas
New York, NY 10019-6064
Fax: +1-212-492-0075

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Ross A. Fieldston is a partner in the Corporate Department and a member of the Mergers & Acquisitions Practice group. He has significant experience with public company mergers, private equity transactions, private acquisitions and dispositions, joint ventures, activist defense, hostile defense transactions and corporate governance matters.

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.

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