Public Company Transactions

• M&G Investments Ltd., a leading UK asset manager, in connection with multiple equity, convertible note and warrant PIPE investments in REE Automotive Ltd., a NASDAQ-listed automotive technology company.
• Corindus Vascular Robotics in its USD1.1bn acquisition by Siemens Healthineers AG.
• Veris Residential, Inc. in its disposition of certain major assets comprising part of its Harborside portfolio on the New Jersey Waterfront for an aggregate price of USD420m.
• 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 RadiA 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 plc, a UK domiciled and Nasdaq-listed company, 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 divestiture of certain business units of GSI Commerce to NRG Commerce in a transaction valued at USD498m.
  Private Equity Representations.

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 led by 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

• Anheuser-Busch InBev SA in several matters, including its pending acquisition of BeatBox Beverages.
• Barings, a global investment management firm, in its investment in iCreditWorks.
• GreensLedge Advisors LLC in the establishment of its joint venture with Vanbridge (an EPIC company), which develops unique structured finance and hedging solutions that address 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 specializing in providing products and support for the career industry, in its acquisition of Resume Companion, including substantially all of the intellectual property and other assets associated with the business.
• 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 a global alternative investment management firm, 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 assets 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 cloud-based software company that provides Customer Relationship Management (CRM) services, inc. 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

• Ancora Holdings in its investment in Norfolk Southern and (i) successful proxy contest in 2024 to elect three directors to the company’s board (including replacing the Chair) and (ii) cooperation agreement to appoint a further independent director to the Board.
• Politan Capital Management in (i)  its successive proxy contests with Masimo Corporation and successful effort to elect four new directors, including Politan’s Managing Partner, to the company’s board and successful effort to replace the company’s founder and CEO, and (ii) its investment in Centene Corporation and successful effort to add five new directors to the company’s board.
• 4M Investment in its proxy contest to elect four directors to the board of Crown Castle Inc.
• Veris Residential, Inc. in its response to, and entry into a cooperation agreement with, Madison International Realty.
• Veris Residential, Inc. in response to an unsolicited takeover bid by Kushner Companies.
• Pacific Point Wealth Management in its agreement with C.H. Robinson Worldwide, Inc. to appoint two directors to the company's board.
• Bow Street LLC in its successful proxy contest to replace the entire board of directors of Mack-Cali Realty Corporation, a NYSE-listed REIT that owns, manages, and develops premier office and multifamily properties.
• Medley Capital Corporation in connection with the defense of its three-way merger with Sierra Income Corporation and Medley Management Inc., including litigation in the Delaware Court of Chancery, a proxy contest and a settlement agreement.
• Sachem Head Capital Management in its proxy contest with Eagle Materials Inc. and Eagle’s plan to separate its Heavy Materials and Light Materials businesses into two independent, publicly traded corporations by means of a tax-free spinoff to Eagle shareholders.
• The board of directors of Walter Investment in connection with its adoption of a stockholder rights plan and in subsequent negotiations and settlement agreements reached with two shareholder activists.
• D.E. Shaw in connection with its activist investment in Orient-Express Hotels, including a proxy solicitation and related litigation.

Financial Advisor Representations

• A global financial institution, as financial advisor to Abraxis BioScience, 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 connection with A global insurance company’s sale of Ascot Underwriting Holdings and its syndicate funding subsidiary 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 Hubbell’s 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 and investment manager, including Citibanamex’s concurrent entry into a joint venture with a global asset and investment manager covering retail distribution of asset management products.
• First Reserve in connection with its announced “structured secondary” recapitalization of its Fund XI interests to an investor group led by Pantheon Ventures and Intermediate Capital Group.
• Delaware Investments in its “management lift out” joint venture with Jackson A financial services and digital payments company Partners.
• Legg Mason in connection with 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 with the company's lenders of the company’s balance sheet and capital structure, pursuant to which the lenders received 47.5% of the company’s common stock in exchange for debt write-downs and other modifications to the company’s credit profile.
• Commerzbank AG in a joint venture transaction with A global financial institution involving a balance sheet restructuring of Commerzbank.

Capital Markets and Credit Financing

• The Howard Hughes Corporation, which owns, manages and develops commercial, residential and mixed-use real estate nationally, in (i) its cash tender offer and consent solicitation for USD1bn of its 5.357% 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) an underwritten public offering of its common stock resulting in aggregate proceeds of approximately USD600m; and (v) securing, and subsequently extending, bridge loan financing of approximately USD344m in connection with the company’s USD565m acquisition of two office towers and other real estate located 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 repurchase, via a “self-tender offer”, of up to 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 (via the establishment of new credit facilities and a notes issuance).
  Aquilex Holdings in connection with the refinancing of its USD235m revolving credit and term loan facilities.

(Prior firm experience included.)