Public Company Transactions

• M&G Investments Ltd., a leading UK asset manager, in connection with multiple equity, warrant, and convertible note PIPE investments in REE Automotive Ltd., a NASDAQ-listed automotive technology company.
• Corindus Vascular Robotics in its USD1.1 billion acquisition by Siemens Healthineers AG.
• Veris Residential in its disposition of its Harborside office portfolio on the New Jersey Waterfront for an aggregate price of USD420 million.
• The largest shareholder in LendingClub Corporation, a NYSE-listed company, in the share exchange of its voting common stock for registered, non-voting preferred stock of LendingClub and in connection with LendingClub’s stock and cash merger with Radius Bank, which was the first acquisition by a FinTech lender of a traditional bank.
• Medley Management Inc. in connection with its three-way merger with Sierra Income Corporation and Medley Capital Corporation.
• A multinational telecommunications company, domiciled in the UK and listed on Nasdaq, in its USD9.3bn split off of its Bermuda subsidiary, Liberty Latin America.
• The independent directors of Quintiles Transnational Holdings in its USD17.6bn “merger of equals” with IMS Health Holdings.
• The board of directors of Newell Rubbermaid its USD15.4bn stock and cash merger with Jarden Corporation.
• AXIS Capital in connection with its announced USD11bn all-stock “merger of equals” with PartnerRe to create a global insurer and reinsurer, and in its subsequent defense of the transaction from a hostile suitor.
• eBay in its USD2.4bn acquisition of GSI Commerce and its simultaneous USD498m divestiture of Fanatics and other business units of GSI to its founder.

Private Equity representations

• Phoenix Aviation Capital, a full-service aircraft lessor managed by AIP Capital, in the investment by BC Partners.
• BC Partners in its preferred equity investment and refinancing of VertexOne, a leading provider of software solutions to utilities.
• Underline Infrastructure, a community infrastructure platform that provides U.S. communities with open access fiber network, in strategic investments and a joint venture with a global alternative investment manager’s Infrastructure Opportunities.
• A global alternative investment management firm in its USD2.4bn carve-out acquisition of McGraw-Hill Education from The McGraw-Hill Companies.
• Apax Partners in its USD1.7bn acquisition of AssuredPartners, a leading insurance brokerage firm, from GTCR.
• An alternative asset management and capital markets company in the acquisition of a significant minority stake in Arbor Pharmaceuticals, in a transaction that valued the target at more than USD1bn.
• Alinda Capital Partners in its USD2.1bn sale of Houston Fuel Oil Terminal Co., a terminal located on the Houston Ship Channel, to SemGroup for consideration consisting of cash and common shares of SemGroup.
• MatlinPatterson Global Advisers in its PIPE acquisition of a 70% stake in Flagstar Bancorp, a publicly traded Michigan bank.
• Blackstone and The Berry Company in the acquisition of certain international businesses of mGage Holdings.
• Wellspring Capital Management in the USD445m sale of Omni Energy Corporation to Gibson Energy.
• Ontario Teachers’ Pension Plan Board in its acquisition of Aquilex Holdings, an energy services company, from Harvest Partners.
• Diamond Castle Partners in the sale of Bonten Media Group (comprising 14 television stations nationally) to Sinclair Broadcast Group.
• Kohlberg Partners in its acquisition of Home Décor Companies from Linsalata Capital.
• Aquiline Capital Partners in its acquisition of Conning & Company, a division of A reinsurance company.

Private Company Transactions

• Phoenix Aviation Capital, a full-service aircraft lessor managed by AIP Capital, in an investment by BC Partners.
• BC Partners in its preferred equity investment and refinancing of VertexOne, a leading provider of software solutions to utilities.
• Underline Infrastructure, which provides U.S. communities with open access fiber network, in strategic investments and a joint venture with a global alternative investment manager.
• A global alternative investment management firm in its USD2.4bn carve-out acquisition of McGraw-Hill Education from The McGraw-Hill Companies.
• Apax Partners in its USD1.7bn acquisition of AssuredPartners, a leading insurance brokerage firm, from GTCR.
• A global alternative asset manager in the acquisition of a significant minority stake in Arbor Pharmaceuticals, which valued the target at more than USD1bn.
• Alinda Capital Partners in its USD2.1bn sale of Houston Fuel Oil Terminal Co., located on the Houston Ship Channel, to SemGroup for cash and common shares of SemGroup.
• MatlinPatterson Global Advisers in its PIPE acquisition of a 70% stake in Flagstar Bancorp.
• Blackstone and The Berry Company in the acquisition of certain international businesses of mGage Holdings.
• Wellspring Capital Management in the USD445m sale of Omni Energy Corporation to Gibson Energy.
• Ontario Teachers’ Pension Plan Board in its acquisition of Aquilex Holdings, an energy services company, from Harvest Partners.
• Diamond Castle Partners in the sale of Bonten Media Group (comprising 14 television stations nationally) to Sinclair Broadcast Group.
• Kohlberg Partners in its acquisition of Home Décor Companies from Linsalata Capital.
• Aquiline Capital Partners in its acquisition of Conning & Company, a division of a global reinsurance company.
• Anheuser-Busch InBev SA in several matters, including its acquisition of acquisition of BeatBox Beverages.
• Barings, a global investment management firm in its investment in iCreditWorks.
• GreensLedge Advisors in its joint venture with Vanbridge (an EPIC company), which develops structured finance solutions addressing the casualty insurance needs of operating companies.
• A major shareholder in Alexander Wang Inc. in connection with the corporate restructuring of the company and the subsequent sale of her stake to two China-based venture capital funds.
• BOLD, a technology company in the career industry, in its acquisition of substantially all of the intellectual property and other assets of Resume Companion.
• Warner Music Group in its cross-border acquisition of E.M.P. Merchandising, a leading European specialty music and entertainment retailer, from Sycamore Partners.
• Intercontinental Exchange, the owner and operator of the NYSE, in its acquisitions of (i) the Chicago Stock Exchange, a full-service national securities exchange; (ii) TheDebtCenter , a fixed income market alternative trading system; and (iii) the assets of the BondPoint business, a provider of electronic fixed income trading solutions, from Virtu Financial.
• McGraw-Hill Education, a portfolio company of Apollo Global Management, in its acquisition of (i) Engrade, an online learning management and assessment platform; (ii) Area9 ApS, a Danish adaptive learning software company; and (iii) ALEKS, a web-based, artificially intelligent assessment and learning system.
• Barry Callebaut AG in its acquisition of the ingredients business of Gertrude Hawk Chocolates.
• Havas Worldwide in its acquisition of a majority stake in Victors & Spoils.
• Dell in its acquisition of Wyse International.
• eBay in its acquisition of Appchee Applications, a private Israeli social commerce platform.
• A major cloud-based CRM company in its acquisition of (i) Confidato Securities Solutions, a private Israeli encryption technology company; and (ii) Zorap, an online communication service.
• Opera Software, a Norwegian company, in its acquisition of Mobile Theory.
• Wilton Brands, a portfolio company of TowerBrook Capital, in its acquisition of Conso International, a leading manufacturer of home decor and crafts.

Proxy Contests and Activism Defense

• Veris Residential in its response to, and entry into a cooperation agreement with, Madison International Realty.
• Veris Residential in its response to an unsolicited takeover bid by Kushner Companies.
• Standard Industries in its successful USD7bn unsolicited effort to acquire W.R. Grace & Co.
• Medley Capital Corporation in the defense of its three-way merger with Sierra Income Corporation and Medley Management Inc., including Delaware litigation and a proxy contest.
• Ancora Holdings in its investment in Norfolk Southern and (i) successful proxy contest in 2024 to elect three directors to the Board and (ii) cooperation agreement to appoint a further independent director.
• Politan Capital Management in its successive proxy contests with Masimo Corporation and successful effort to elect four new directors and replace the company’s CEO.
• Bow Street LLC in its successful proxy contest to replace the entire board of directors of Veris Residential.
• The Board of Walter Investments in the adoption of a stockholder rights plan and settlement agreements with two shareholder activists.

Financial Advisor Representations

• A global financial institution, as financial advisor, in connection with Abraxis BioScience’s acquisition by Celgene in a cash and stock merger valued at USD2.9bn.
• Evercore, as financial advisor to a global insurance company, in the sale of Ascot Underwriting Holdings to the Canadian Pension Plan Investment Board in a transaction valued at USD1.1bn.
• Centerview Partners, as financial advisor to (i) Sanderson Farms in its acquisition by Cargill and Continental Grain Company in a cash merger valued at USD4.5bn; and (ii) Hubbell Incorporated, in its reclassification of its common stock to eliminate its dual class structure.

Asset Management and Investment Management

• A global financial institution in the sale of the USD34bn asset management business of Citibanamex (Mexico) to a global asset manager, including the parties’ entry into a joint venture covering the retail distribution of asset management products.
• First Reserve in its announced “structured secondary” recapitalization of its Fund XI interests to an investor group led by Pantheon Ventures and ICG.
• Delaware Investments in its “management lift out” joint venture with Jackson Square Partners.
• Legg Mason in the adoption of management equity plans at its affiliated investment managers ClearBridge Investments and Royce & Associates.

Restructurings and Workouts

• Kingsland Holdings (in partnership with United Airlines) in its judicially sanctioned share foreclosure and assumption of control of Avianca Airlines, Latin America’s second largest airline, following Avianca’s default on a convertible note issued to United, and the subsequent restructuring and USD250m recapitalization of Avianca.
• Majority shareholder and founder of Danaos Corporation, a Greece domiciled NYSE-listed shipping company, in a comprehensive, out-of-court restructuring, including a debt-equity exchange and other modifications to the company’s credit profile.
• Commerzbank AG in a joint venture with A global financial institution involving a balance sheet restructuring of Commerzbank.

Capital Markets and Credit Financing

• The Howard Hughes Corporation in (i) its cash tender offer and consent solicitation for USD1bn of its 5.375% senior notes; (ii) its private offering under Rule 144A/Reg S of USD650m aggregate principal amount of 4.125% senior notes and USD650m aggregate principal amount of 4.375% senior notes; (iii) its private offering under Rule 144A/Reg S of USD750m aggregate principal amount of 5.375% senior notes; (iv) a USD600m underwritten public offering of its common stock; and (v) bridge loan financing of approximately USD344m in connection with the USD565m acquisition of two office towers in The Woodlands, TX.
• A global insurance company in connection with its issuance of USD31.5bn in Euro Medium Term Notes.
• Underwriters in M&T Bank’s issuance of USD400m of Subordinated Notes.
• Omnicare in its self-tender to repurchase USD525m of its 3.25% Convertible Senior Debentures.
• Wachovia Corporation in its issuance of USD4.025bn of its common stock and USD4.025bn of its 7.50% Non-Cumulative Perpetual Convertible Preferred Stock.
• Underwriters in Wachovia Corporation’s issuance of USD3.5bn Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock.
• UIL Holdings in financing its acquisition of certain subsidiaries of Iberdrola USA.
• Aquilex Holdings in the refinancing of its USD235m revolving credit and term loan facilities.

(Prior firm experience included.)