Overview
Skadden is a global leader among law firms involved in mergers and acquisitions and other corporate transactions. The transactional experience of Skadden’s lawyers, the breadth of our practice and the geographical reach of our offices worldwide have allowed us to maintain our leadership position, representing a broad array of public and private companies, private equity firms and financial sponsors, investment banks, governmental entities, and other institutions and individuals in almost every type of M&A situation.
Skadden ranked first by value in 2017 global and U.S. M&A league tables published by Bloomberg, Mergermarket and Thomson Reuters. We also ranked in the top tier by IFLR1000 2017, U.S. News — Best Lawyers “Best Law Firms” 2017. We were one of seven firms to top Chambers USA 2018’s M&A Elite rankings and received the 2016 Chambers USA Award for Excellence for having the nation’s top M&A practice. We also were one of only five firms ranked in Chambers Global 2018’s top tier for Global M&A. Additionally, we were named among Law360’s Mergers & Acquisitions Groups of 2016 and 2017. For 17 consecutive years, Skadden has been named the top corporate law firm in the United States in Corporate Board Member magazine’s annual survey of “America’s Best Corporate Law Firms” (May 2017), which asked directors of publicly traded companies to select “a firm they would most likely turn to for corporate legal matters of national scope.” In 2015, Skadden became the first law firm to handle more than $1 trillion in global announced M&A deals in a single year.
We recognize that every transaction, regardless of size, is important to our clients. While we advise many of the world’s largest companies, investment banks and other regular participants in the M&A market — often on their most high-profile transactions — Skadden also represents numerous smaller clients that are not regularly engaged in M&A transactions. Our lawyers strive to bring the same practical approach, creativity and commitment to excellence to each matter in which we are engaged.
The types of M&A matters in which Skadden lawyers engage cover the full spectrum of negotiated and contested situations, including:
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A critical element in almost every M&A situation is the need for sophisticated and coordinated real-time legal advice. Skadden’s, merger and acquisition practice is geared toward providing our clients with this type of service. We have one of the largest, most experienced teams of transactional lawyers among the world’s top law firms. Our lawyers have been “there at the inception” of key structural and tactical developments in the M&A arena.
In addition, the firm’s geographic diversity is a proven advantage in serving clients in M&A matters. We are able to assemble teams from 22 offices around the world to provide appropriate subject matter advice and geographical coverage for the most complicated cross-jurisdictional transactions.
The broad diversification of the firm’s work in more than 50 practice areas enables us to provide our clients with coordinated legal advice in multiple areas of the law. For example, a single M&A matter often requires experience drawn from a number of other practices, including:
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Because of the scope of our global M&A practice, our attorneys bring considerable knowledge of specific laws and regulations that govern various industries including:
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Skadden has long been recognized for representing clients in some of the most notable, largest and complex mergers and acquisitions. These include mergers of equals and other strategic mergers, and purchases and sales of companies and businesses. We also handle M&A transactions for clients in the small to midsize range, including acquisitions and dispositions of assets, businesses and subsidiaries, as well as joint ventures and other collaborations, and strategic investments.
Our long-standing experience in handling complex, cross-border transactions and our global network of offices give Skadden a distinct advantage in serving our international clients on international transactions. Our clients include public corporations and private companies, financial institutions, government entities and sovereign wealth investors. Our offices outside the United States are staffed with both U.S. and local attorneys who represent U.S. as well as international clients in mergers, acquisitions, joint ventures, sovereign wealth fund investments and other transactions. Our clients also benefit from our U.S. regulatory practices, including significant experience dealing with the Committee on Foreign Investment in the United States (CFIUS).
Our experience in complex corporate and international law issues enables us to provide assistance to government or private sector entities in the implementation of privatization programs.
Skadden is well-known for its representation of bidders, targets, boards of directors, shareholders and financial advisors in unsolicited (“hostile”) transactions and contests for corporate control, including in connection with tender offers and proxy fights. Skadden has been involved in contested takeovers and proxy contests since the firm’s earliest years, and we are recognized as a leader in the area. Over the last several decades and through the present we have represented principals in many of the most notable corporate fights around the world.
Skadden regularly counsels companies in connection with corporate governance, takeover preparedness and other corporate matters that do not involve any pending transaction. We provide advice in a broad range of areas, including directors’ duties and responsibilities, board and committee structures, corporate preparedness and contingency planning, “anti-takeover” charter and by-law provisions and rights plans, and director indemnification, severance and change-in-control compensation arrangements.
Skadden has for many years represented a broad range of clients, including private equity firm sponsors, financing sources, target companies and special committees and management teams, in leveraged buyout and other private equity transactions. Our private equity practice is global, representing private equity sponsors and other transaction participants in all of our major offices in North America, Asia-Pacific and Europe. We also have represented numerous target companies, boards of directors and special committees in leveraged buyout transactions.
Skadden has represented a broad range of clients in various types of restructurings and recapitalizations. A continuing aspect of today’s M&A activity is the focus on internal corporate restructurings, including spin-offs and split-offs, and other techniques for refocusing value. We have significant experience in this area, bringing to bear the firm’s knowledge in tax, employee benefits, banking and finance, and other practice areas that are critical to such transactions.
We also have a substantial background in representing clients in connection with acquisitions of financially troubled companies or their operations or assets. These transactions may be pursued within or outside a bankruptcy proceeding. The blending of our M&A practice with skills in restructuring and bankruptcy reorganization is often critical in these transactions.
Experience
2018
- A. Schulman, Inc. in its $2.25 billion acquisition by LyondellBasell Industries N.V. (United Kingdom);
- Baidu, Inc. (China) in its $1.9 billion sale of a majority stake in its financial services business to a consortium led by TPG Capital, L.P. and The Carlyle Group L.P.;
- CME Group Inc. in its $5.5 billion acquisition of NEX Group plc (United Kingdom);
- DST Systems, Inc. in its $5.4 billion acquisition by SS&C Technologies Holdings, Inc.;
- Express Scripts Holding Company in its $67 billion acquisition by Cigna Corporation;
- First Solar, Inc. in connection with the sale of 8point3 Energy Partners LP to CD Clean Energy and Infrastructure V JV, LLC, an investment fund managed by Capital Dynamics, Inc., for $1.7 billion (enterprise value);
- Fortive Corporation in its $3 billion tax-free spin-off via a Reverse Morris Trust of four operating companies from its Automation & Specialty platform to Altra Industrial Motion Corp.;
- General Mills, Inc. as special tax counsel in its $8 billion acquisition of Blue Buffalo Pet Products, Inc.;
- Internet Plus Holdings Limited, a holding company created by Meituan and Dianping, in its $3.7 billion acquisition of Beijing Mobike Technology Co., Ltd. Both firms are based in China;
- Juno Therapeutics, Inc. in its $11 billion acquisition by Celgene Corporation;
- Las Vegas Sands Corp. in the $1.3 billion sale of the Sands Bethlehem property in Pennsylvania to Wind Creek Hospitality, an affiliate of the Poarch Band of Creek Indians of Alabama;
- Liberty Mutual Insurance Group in the $3.3 billion sale of Liberty Life Assurance Company of Boston to Lincoln National Corporation;
- OneMain Holdings, Inc. in the $1.5 billion acquisition of a 40 percent stake by an investor group led by Apollo Global Management, LLC and Värde Partners, Inc.;
- Phoenix Group Holdings in its $4.1 billion acquisition of Standard Life Assurance Limited from Standard Life Aberdeen plc. All three companies are based in the United Kingdom;
- SJW Group in its:
- $2.6 billion merger with Connecticut Water Service, Inc.; and
- evaluation and rejection of an unsolicited $1.9 billion acquisition proposal from California Water Service Group;
- Sprint Corporation as co-counsel with the regulatory aspects of its $59 billion merger with T-Mobile US, Inc.;
- Toshiba Corporation (Japan) in the $2.2 billion sale of its claims against Westinghouse Electric Company LLC to Nucleus Acquisition LLC, a consortium controlled by The Baupost Group, LLC, and the sale of its Westinghouse-related shares to Brookfield WEC Holdings LLC (Canada);
- Validus Holdings, Ltd. (Bermuda) in its $5.6 billion acquisition by American International Group, Inc.;
- VTB Infrastructure Investments in its $2.5 billion acquisition of a 29.1 percent stake in Public Joint Stock Company Magnit from Magnit's founder and chief executive, Sergey Nikolaevich Galitskiy. Both companies are based in Russia; and
- XL Group Ltd. (Bermuda) in its $15.3 billion acquisition by AXA SA (France).
2017
- AdvancePierre Foods Holdings, Inc. in its $4.2 billion acquisition by Tyson Foods, Inc.;
- Agence des participations de l’Etat (the French state) in the US$2.1 billion sale of its 12.7 percent interest in Peugeot S.A. (France) to Bpifrance;
- Atrium Innovations Inc. (Canada) and Permira Funds (United Kingdom) in Atrium Innovations' US$2.3 billion acquisition by Nestlé Health Science S.A. (Switzerland) from a group of investors including a company backed by the Permira Funds;
- Auchan Retail S.A. (France) in the US$2.9 billion acquisition of a 36 percent stake in its subsidiary Sun Art Retail Group Limited (Hong Kong) by Alibaba Group Holding Limited (China) and the formation of a strategic alliance with Alibaba and Ruentex Group (Taiwan);
- Becton, Dickinson and Company in its $24 billion acquisition of C. R. Bard, Inc.;
- Cardinal Health, Inc. in its $6.1 billion acquisition of the patient care, deep vein thrombosis and nutritional insufficiency businesses of Medtronic plc (Ireland);
- Cavium, Inc. in its US$6 billion acquisition by Marvell Technology Group Ltd. (Bermuda);
- Cineworld Group PLC (United Kingdom) in its US$5.9 billion acquisition of Regal Entertainment Group;
- DH Private Equity Partners (United Kingdom) and Middenberm Group (Luxembourg) in the US$2 billion sale of TMF Group Holding B.V. (the Netherlands) to funds advised by CVC Capital Partners Limited (United Kingdom);
- E. I. du Pont de Nemours and Company in the US$1.6 billion sale of a portion of its crop protection business, including certain research and development capabilities, to FMC Corporation. As part of this transaction, DuPont agreed to acquire substantially all of FMC's health and nutrition business;
- Equis Funds Group Pte Ltd (Singapore) in its US$5 billion sale of Equis Energy (Singapore) to Global Infrastructure Partners and co-investors;
- Express Scripts Holding Company in its US$3.6 billion acquisition of EviCore Healthcare, LLC;
- Fidelity & Guaranty Life (FGL) in its $1.8 billion acquisition by CF Corporation. As part of this transaction, an investor group including the founders of CF Corporation, Chinh E. Chu, and William P. Foley, funds affiliated with The Blackstone Group L.P. and Fidelity National Financial, Inc. agreed to invest $900 million to fund the acquisition, and FGL entered into an investment management agreement with affiliates of Blackstone;
- Fortress Investment Group LLC in its US$3.3 billion acquisition by SoftBank Group Corp. (Japan);
- The Hershey Company in its US$1.6 billion acquisition of Amplify Snack Brands, Inc.;
- HgCapital (United Kingdom) as lead investor in KKR & Co. L.P.'s $1.8 billion sale of a stake in Visma Group Holdings (Norway). This is the largest ever software buyout in Europe and one of the top five globally;
- Hologic, Inc. with the tax aspects of its US$1.7 billion acquisition of Cynosure, Inc.;
- Intact Financial Corporation (Canada) in its pending $1.7 billion acquisition of OneBeacon Insurance Group, Ltd. (Bermuda);
- InterGen in the US$1.3 billion sale of its power generation and natural gas business in Mexico to Actis LLP (United Kingdom);
- Intrawest Resorts Holdings, Inc. in its $1.5 billion acquisition by Aspen Skiing Co, LLC and KSL Capital Partners, LLC;
- JAB Holdings B.V. (the Netherlands) in its $7.5 billion acquisition of Panera Bread Company;
- JD.com, Inc. in the US$2.1 billion spin-off of its 68.6 percent stake in JD Finance, its finance business. Both companies are based in China;
- The Jean Coutu Group (PJC) Inc. as U.S. securities law counsel in its US$3.6 billion acquisition by Metro Inc. Both companies are based in Canada;
- Key Safety Systems, Inc. in its $1.6 billion acquisition of substantially all of the assets and operations of Takata Corporation (Japan), as part of Takata's Chapter 11 case;
- Kenon Holdings Ltd. (Singapore) in its US$1.2 billion sale of IC Power Ltd.'s (Singapore) Latin American and Caribbean businesses to I Squared Capital Advisors, LLC;
- L1 Retail with the antitrust aspects of its $1.8 billion acquisition of Holland & Barrett Retail Limited. Both companies are based in the United Kingdom;
- Mars, Incorporated in its US$9.1 billion acquisition of VCA Inc.;
- Merrimack Pharmaceuticals, Inc. in the US$1 billion sale of its cancer treatment drugs ONIVYDE, including U.S. commercialization rights and its licensing agreement with Shire plc (Ireland), and generic DOXIL to Ipsen S.A. (France);
- Moody's Corporation in its $3.3 billion acquisition of Bureau van Dijk Electronic Publishing BV (the Netherlands);
- Noble Energy, Inc. in its proposed US$3.2 billion acquisition of Clayton Williams Energy, Inc.;
- OMERS Private Equity (Canada) in its US$1 billion investment in Allied World Assurance Company Holdings, AG (Switzerland);
- Oneok, Inc. in its US$9.3 billion acquisition of the remaining stake in Oneok Partners, L.P. that it does not already own;
- Patheon N.V. in its $7.2 billion acquisition by Thermo Fisher Scientific, Inc.;
- Permira Funds (United Kingdom) in its US$1.8 billion acquisition of Duff & Phelps Corporation;
- Pinnacle Entertainment, Inc. in its US$2.8 billion acquisition by Penn National Gaming, Inc.;
- QIC Limited (Australia) in its acquisition of Forest City Realty Trust, Inc.'s ownership interest in 10 regional malls for US$1.6 billion;
- Rite Aid Corporation in its $5.2 billion sale of 2,186 stores, related distribution assets and inventory to Walgreens Boots Alliance, Inc.;
- Sealed Air Corporation in its US$3.2 billion sale of New Diversey to Bain Capital Private Equity, LP;
- SIGNA Holding GmbH (Austria) in its proposed, unsolicited US$3.5 billion acquisition of the German business of Hudson's Bay Company (Canada);
- The supervisory board of STADA Arzneimittel AG (Germany) in its initially unsolicited, but subsequently agreed upon, $5.6 billion acquisition by Bain Capital, LP and Cinven Partners, LLP (United Kingdom);
- Twenty-First Century Fox, Inc. in its US$66 billion acquisition by the Walt Disney Company and the related pre-merger spin-off of certain news, sports and broadcast businesses;
- SunEdison, Inc. in its US$2.5 billion sale of TerraForm Global, Inc. and a 51 percent stake in TerraForm Power, Inc. to Brookfield Asset Management Inc. (Canada);
- Vantiv, Inc. in its $12 billion merger with Worldpay Group plc (United Kingdom);
- The Warranty Group, Inc. and its parent company TPG Capital, L.P. in Warranty Group's US$2.5 billion acquisition by Assurant, Inc.;
- The Washington Companies as co-counsel in its initially unsolicited, but subsequently agreed upon, $1.2 billion acquisition of Dominion Diamond Corporation (Canada);
- Westfield Corporation (Australia) in its US$25 billion acquisition by Unibail-Rodamco SE (France); and
- Yahoo! Inc. in its modified Dutch auction self-tender offer to repurchase up to $3 billion of common stock.
2016
- 21st Century Fox, Inc. (as co-counsel) with the English law aspects of its $14.8 billion acquisition of the remaining stake in Sky plc (United Kingdom) it does not already own;
- Air Products and Chemicals, Inc. in its $3.8 billion sale of the performance materials division of its materials technologies segment to Evonik Industries AG (Germany);
- Anbang Insurance Group Co., Ltd. (China) as lead member of an investor group in its proposed, but terminated, $14 billion acquisition of Starwood Hotels & Resorts Worldwide Inc.;
- Apex Technology Co., Ltd. (China) as a member of a buyer consortium in its $4 billion acquisition of Lexmark International Inc. This was the second largest outbound acquisition in the technology sector ever done by a Chinese investor, and the third largest U.S. public takeover ever done by a Chinese investor;
- BA Glass BV (the Netherlands) in its $1 billion joint acquisition with CVC Capital Partners Limited (United Kingdom) of Anchor Glass Container Corporation from KPS Capital Partners, LP;
- BAI Brands LLC in its $1.7 billion acquisition by Dr. Pepper Snapple Group, Inc.;
- Ball Corporation and Rexam PLC (United Kingdom) in the $3.4 billion sale of select metal beverage can assets, support locations and functions in Europe, Brazil and the United States to Ardagh Group S.A. (Luxembourg).
- Jerrod Blandino and Jeremy Johnson, co-founders of Too Faced Cosmetics, LLC, in the company’s $1.45 billion acquisition by The Estée Lauder Companies Inc.;
- Baxter International Inc. in connection with the initially unsolicited, but subsequently agreed upon, $32 billion combination of Baxalta Incorporated and Shire plc (Ireland);
- Boral Limited (Australia) in its $2.6 billion acquisition of Headwaters Incorporated;
- BTG Pactual Group S.A. (Brazil) in the $1.6 billion spin-off of a portion of its commodity-trading unit. The division will be renamed Engelhart Commodities Partners;
- Cavium, Inc. in its $1.4 billion acquisition of QLogic Corp.;
- Citrix Systems, Inc. in the $1.8 billion merger of its GoTo business with LogMeIn, Inc. in a tax-free Reverse Morris Trust transaction;
- Ctrip.com International, Ltd. (China) in its $1.7 billion acquisition of Skyscanner Holdings Limited (United Kingdom);
- Dada Nexus Limited in its $1.4 billion merger with JD Daojia. Both companies are based in China;
- Doughty Hanson & Co. (United Kingdom) in its $1.65 billion sale of LM Wind Power A/S (Denmark) to General Electric Company;
- Dynegy Inc. and Energy Capital Partners in their $3.3 billion acquisition of the United States fossil portfolio of GDF SUEZ Energy North America, Inc. through a newly formed joint venture named Atlas Power, LLC.;
- Duke Energy Corporation in two transactions totaling $2.4 billion: the $1.2 billion sale of its Brazilian business to China Three Gorges Corporation and the $1.2 billion sale of its international businesses in Peru, Chile, Ecuador, Guatemala, El Salvador and Argentina to I Squared Capital Advisors, LLC;
- Endurance Specialty Holdings Ltd. (Bermuda) in its pending $6.3 billion acquisition by SOMPO Holdings, Inc. (Japan);
- A buyer consortium consisting of Mr. Gao Jifan, Trina Solar Limited chairman and CEO; Shanghai Xingsheng Equity Investment & Management Co., Ltd.; Shanghai Xingjing Investment Management Co., Ltd.; Great Zhongou Asset Management (Shanghai) Co., Ltd.; and Liuan Xinshi Asset Management Co., Ltd in its $1.1 billion going-private acquisition of Trina Solar. All companies are based in China;
- Gilead Sciences, Inc. in its $1.2 billion acquisition of Nimbus Apollo, Inc. and its Acetyl-CoA Carboxylase inhibitor program from Nimbus Therapeutics, Inc.;
- JAB Beech Inc. in its $1.35 billion acquisition of Krispy Kreme Doughnuts, Inc.;
- Jacobs Douwe Egberts B.V. (the Netherlands) in its proposed $1.1 billion acquisition of Super Group Ltd. (Singapore);
- Konecranes plc (Finland) in its $1.3 billion acquisition of the material handling and port solutions business of Terex Corporation;
- LANXESS AG (Germany) in its $2.5 billion acquisition of Chemtura Corporation;
- Lattice Semiconductor Corporation in its $1.3 billion going-private acquisition by Canyon Bridge Capital Partners;
- Leidos Holdings Inc. in its $5 billion combination with the realigned information systems and global solutions business of Lockheed Martin Corporation in a Reverse Morris Trust transaction;
- Leshi Internet Information & Technology Corp., Beijing (LeEco) in its $2 billion acquisition of VIZIO, Inc.;
- Liberty Mutual Insurance Company in its $3 billion acquisition of Ironshore Inc. (Bermuda) from Fosun International Limited (China);
- LifeLock, Inc. in its $2.3 billion acquisition by Symantec Corporation;
- Meilishuo in its $2.4 billion acquisition by Mogujie. Both companies are based in China;
- Nippon Steel and Sumitomo Metal Corporation (Japan) in its acquisition of a stake in Vallourec SA (France) as part of Vallourec’s $1.1 billion capital increase;
- NXP Semiconductors N.V. (the Netherlands) in its $47 billion acquisition by Qualcomm Incorporated. This is the largest-ever semiconductor deal;
- Ocean Management Holdings Limited in its $4.4 billion going-private acquisition of Qunar Cayman Islands Limited via a tender offer. Both companies are based in China;
- The special committee of the board of directors of Oracle Corporation in its $9.3 billion acquisition of NetSuite Inc.;
- Otkritie Holding JSC in its $1.5 billion acquisition of OAO Arkhangelskgeoldobycha from Public Joint Stock Company Oil Company LUKOIL. All three companies are based in Russia;
- A company backed by Permira Funds (United Kingdom) in its $1.5 billion sale of Intelligrated Inc. to Honeywell International Inc.;
- Pfizer Inc. in its $1 billion sale of Hospira Infusion Systems to ICU Medical, Inc.;
- Phoenix Group Holdings (Channel Islands) in its $1.2 billion acquisition of Abbey Life Assurance Company Limited (United Kingdom) from Deutsche Bank AG.;
- Qlik Technologies, Inc. in its $3 billion acquisition by Thoma Bravo, LLC;
- Rockwell Collins Inc. in its $6.4 billion acquisition of B/E Aerospace Inc.;
- The Saudi Arabian Public Investment Fund in its $3.5 billion investment in Uber Technologies, Inc.;
- The special committee of the board of directors of SolarCity Corporation in its initially unsolicited, but subsequently agreed upon, $2.6 billion acquisition by Tesla Motors, Inc.;
- Spectra Energy Corp. with the tax aspects of its $28 billion merger with Enbridge Inc. (Canada);
- Sumitomo Mitsui Banking Corporation (Japan) in its $3.4 billion acquisition of American Railcar Leasing LLC from Icahn Enterprises L.P.;
- Stryker Corporation in its $1.3 billion acquisition of Physio-Control International, Inc.;
- The controlling shareholders of Texas Transmission Holdings Corporation (TTHC) in its $2.4 billion merger with an affiliate of NextEra Energy, Inc., including TTHC’s 20 percent indirect interest in Oncor Electric Delivery Company LLC. As part of this transaction, NextEra Energy, Inc. will acquire the remaining .22 percent stake in Oncor that it did not already own for $27 million;
- TiVo Inc. in its $1.1 billion acquisition by Rovi Corporation;
- Tobira Therapeutics, Inc. as co-counsel in its $1.7 billion acquisition by Allergan plc (Ireland);
- Tumi Holdings, Inc. in its $1.8 billion acquisition by Samsonite International S.A. (Luxembourg);
- The Walt Disney Company in its $1 billion acquisition of a 33 percent stake in BAM Technologies LLC;
- The WhiteWave Foods Company in its $12.5 billion acquisition by Danone (France);
- Windstream Holdings, Inc. in its $1.1 billion merger with EarthLink Holdings Corp.;
- WL Ross Holding Corp. in its $1.7 billion acquisition of Nexeo Solutions Holdings, LLC from TPG Capital;
- XIO Group (United Kingdom) in its $1.1 billion acquisition of J.D. Power and Associates, Inc. from McGraw Hill Financial, Inc.;
- Yadkin Financial Corporation in its $1.4 billion acquisition by F.N.B. Corporation; and
- Yahoo! Inc. in the $4.8 billion sale of its operating business to Verizon Communications Inc.
2015
- 58.com Inc. in its US$1.6 billion acquisition of a 43 percent stake in Falcon View Technology Limited, the parent company of Ganji.com;
- one of the founding shareholders of 888 Holdings plc. (Gibraltar) in its $1.4 billion acquisition of bwin.party digital entertainment plc. (Gibraltar);
- a buyer group consisting of BTG Hotels (Group) Co., Ltd. and its subsidiary Poly Victory Investments Limited; Ctrip.com International, Ltd.; Neil Nanpeng Shen, co-founder and co-chairman of the board of directors of Homeinns and co-founder and director of Ctrip; James Jianhang Liang, co-founder and director of Homeinns and co-founder, chairman of the board and chief executive officer of Ctrip; and David Jian Sun, chief executive officer and director of Homeinns, in its $1.7 billion acquisition of Homeinns Hotel Group. All four companies are based in China;
- the co-founders of Ares Management, L.P. in its $2.6 billion merger with Kayne Anderson Capital Advisors, L.P. to form a new company called Ares Kayne Management, L.P.;
- Ball Corporation in its proposed US$8.4 billion acquisition of Rexam PLC (United Kingdom);
- Bitauto Holdings Limited in a US$1.3 billion strategic investment by JD.com, Inc. and Tencent Holdings Ltd.;
- Broadcom Corporation in its US$37 billion acquisition by Avago Technologies Limited (Singapore);
- Builders FirstSource, Inc. in its US$1.6 billion acquisition of ProBuild Holdings LLC from Devonshire Investors;
- Capgemini S.A. (France) in its US$4 billion acquisition of iGate Corporation;
- affiliates of The Carlyle Group LP, Sequoia Capital and Actis Capital, LLP (United Kingdom) in the $1.3 billion sale of an 81 percent stake in Keystone Lodging Holdings Ltd. to Shanghai Jinjiang International Hotels Development Co.;
- Centene Corp. in its $6.8 billion acquisition of Health Net, Inc.;
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CF Industries Holdings, Inc. in its:
- strategic venture with CHS, Inc. As part of this transaction, CHS will acquire a minority interest in CF Industries Nitrogen, LLC for $2.8 billion and enter into a supply agreement; and
- $8 billion acquisition of the European, North American and global distribution businesses of OCI N.V. (the Netherlands);
- The Coca-Cola Company as selling shareholder in the $13.9 billion sale of Keurig Green Mountain, Inc. to an investor group led by JAB Holding Company (Germany);
- Coty Inc. in its $1 billion acquisition of the personal care and beauty business of Hypermarcas S.A. (Brazil);
- Crestview Partners, L.P. and Pine Brook Road Partners, LLC as founding investors in a US$1.5 billion equity capital raise by Fidelis Insurance Holdings Limited (Bermuda);
- Ctrip.com International Ltd. in its $3.4 billion acquisition of a 45 percent stake in Qunar Cayman Islands Limited from Baidu Holdings Limited. All three companies are based in China;
- Danaher Corporation in its US$13.8 billion acquisition of Pall Corporation;
- DENTSPLY International Inc. in its $13.3 billion merger-of-equals with Sirona Dental Systems Inc.;
- DSV A/S (Denmark) in its $1.3 billion acquisition of UTi Worldwide Inc.;
- E. I. du Pont de Nemours and Company in its $130 billion merger-of-equals with The Dow Chemical Company;
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EMC Corporation in its:
- $1.2 billion acquisition of Virtustream, Inc.; and
- $67 billion acquisition by Dell Inc.;
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Endo International plc (Ireland) in:
- its US$8.1 billion acquisition of Par Pharmaceutical Holdings, Inc.; and
- the US$1.65 billion sale of American Medical Systems Holdings Inc.'s men's and prostate health business to Boston Scientific Corporation;
- the majority shareholders of Eurasia Drilling Company Limited (Cyprus) in its proposed $1.7 billion going-private acquisition by certain management and core shareholders;
- Fidelity & Guaranty Life in its $1.6 billion acquisition by Anbang Insurance Group Co. Ltd. (China);
- First Eagle Investment Management, LLC in its $4 billion acquisition by private equity funds managed by The Blackstone Group L.P. and Corsair Capital LLC.;
- GIC Pte Limited (Singapore) in its $5.4 billion joint venture with The Macerich Company;
- HellermannTyton Group PLC (United Kingdom) in its $1.7 billion acquisition by Delphi Automotive PLC (United Kingdom);
- Horizon Pharma plc (Ireland) as co-counsel in its proposed, unsolicited $3 billion acquisition of DepoMed Inc.;
- the buyer group including Mr. Jun Lei, chairman of the board of YY Inc. (China), and Mr. David Xueling Li, director and chief executive officer, in its proposed $3.7 billion going-private acquisition of YY;
- LetterOne Holdings S.A. (Luxembourg) in its $1.6 billion acquisition of E.ON E&P Norge AS (Norway) from E.ON Beteiligungen GmbH (Germany);
- Mitsui Engineering & Shipping Co., Ltd (Japan) in its $2.6 billion acquisition of 99.4 percent of the outstanding shares in TGE Marine AG (Germany);
- Nikkei Inc. (Japan) in its $1.3 billion acquisition of Financial Times Group Ltd. (United Kingdom) from Pearson plc (United Kingdom);
- Norfolk Southern Corporation in its evaluation of an unsolicited acquisition proposal from Canadian Pacific Railway Limited (Canada);
- NPS Pharmaceuticals, Inc. in its US$5.2 billion acquisition by Shire plc (Ireland);
- the special committee of independent directors of Perfect World Co., Ltd. in the approximately US$1 billion going-private acquisition by Perfect Peony Holding Co. Ltd. Both companies are based in China;
- Permira Funds (United Kingdom) in the US$2.8 billion sale of its portfolio company Iglo Foods Holdings Limited (United Kingdom) to Nomad Holdings Limited (British Virgin Islands);
- Pfizer Inc. in its $160 billion combination with Allergan plc (Ireland);
- Pinnacle Entertainment Inc. in the unsolicited, but subsequently agreed upon, $4.75 billion acquisition of substantially all of its real estate by Gaming and Leisure Properties, Inc.;
- Plum Creek Timber Co. Inc. in its $8.4 billion acquisition by Weyerhaeuser Co.;
- PMC-Sierra Inc. in its $2.5 billion acquisition by Microsemi Corporation;
- the special committee of the board of directors of Qihoo 360 Technology Co. Ltd. in its $9.3 billion going-private acquisition by a consortium including Mr. Zhou Hongyi, chairman and chief executive officer of Qihoo, CITIC Capital Securities Co., Ltd., Golden Brick Capital, China Renaissance Holdings Limited, and Sequoia Capital China. This is the largest-ever going-private deal for a Chinese company listed in the U.S.;
- Representaciones e Investigaciones Médicas S.A. de C.V. (Rimsa) (Mexico) in its $2.3 billion acquisition by Teva Pharmaceutical Industries Limited (Israel);
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Rite Aid Corporation in its:
- $2 billion acquisition of Envision Pharmaceutical Services, Inc.; and
- $17.2 billion acquisition by Walgreens Boots Alliance, Inc.;
- the lead investor in RKI Exploration and Production, LLC in RKI’s $2.35 billion acquisition by WPX Energy, Inc.;
- SanDisk Corp. in its $19 billion acquisition by Western Digital Corporation;
- Springleaf Holdings, Inc. in its US$4.25 billion acquisition of OneMain Financial, Inc.;
- TECO Energy, Inc. in its $10.4 billion acquisition by Emera, Inc. (Canada);
- the independent members of the board of directors of Time Warner Cable Inc. in its proposed US$78.7 billion acquisition by Charter Communications, Inc.;
- Valeant Pharmaceuticals International, Inc. (Canada) in its $1 billion acquisition of Sprout Pharmaceuticals, Inc.;
- XL Group plc (Ireland) in its pending US$4.2 billion recommended cash-and-stock acquisition of Catlin Group Limited (Bermuda);
- the buyer consortium including Mr. Li Xiting, executive chairman of the board, president and co-chief executive officer of Mindray Medical International Limited (China), Mr. Xu Hang, chairman of the board, and Mr. Cheng Minghe, co-chief executive officer and chief strategic officer, in its unsolicited, but subsequently agreed upon, $3.3 billion going-private acquisition of Mindray Medical; and
- the special committee of the board of directors of Youku Tudou Inc. in its proposed $5.6 billion going-private acquisition by Alibaba Group Holding Limited. Both companies are based in China.
2014
- Archer Daniels Midland Company in its $3.1 billion acquisition of WILD Flavors GmbH (Switzerland);
- AutoNavi Holdings Limited in the US$1.6 billion unsolicited acquisition by Alibaba Group Holding Limited of the remaining 72 percent stake in AutoNavi that it did not already own. Both companies are based in China;
- Auxilium Pharmaceuticals Inc. in its initially unsolicited, but subsequently agreed upon, US$2.6 billion acquisition by Endo International plc (Ireland);
- Bally Technologies, Inc. in its $5.1 billion acquisition by Scientific Games Corporation;
- Banco BTG Pactual S.A. (Brazil) in its $1.7 billion acquisition of BSI S.A. (Switzerland), the private banking group owned by Assicurazioni Generali S.p.A. (Italy);
- Becton, Dickinson and Company in its US$12.2 billion acquisition of CareFusion Corporation;
- Brookdale Senior Living Inc. (a portfolio company of Fortress Investment Group LLC) in its US$2.8 billion merger with Emeritus Corporation;
- the special committee of Caesars Acquisition Company in connection with Caesars Growth Partners, LLC’s US$2 billion acquisition of Bally’s Las Vegas, The Cromwell, The Quad Resort and Casino and Harrah’s New Orleans from Caesars Entertainment Corporation;
- the independent directors of the board of directors of Chrysler Group LLC in the US$4.35 billion acquisition by Fiat S.p.A. (Italy) of the remaining 41.5 percent stake in Chrysler that it did not already own;
- Cobham plc (United Kingdom) in its $1.5 billion acquisition of Aeroflex Holding Corp.;
- Classified Ventures, LLC and its selling members in connection with Classified Ventures’ $1.8 billion acquisition by Gannett Co., Inc.;
-
The Coca-Cola Company in its:
- strategic partnership with Monster Beverage Corporation. As part of this partnership, Coca-Cola acquired a 16.7 percent stake in Monster for $2.15 billion; and
- US$1.25 billion acquisition of a 10 percent stake in Green Mountain Coffee Roasters, Inc.;
- Compuware Corporation in its $2.5 billion acquisition by Thoma Bravo LLC;
- Danaher Corporation in the US$2.6 billion merger of its communications business with NetScout Systems, Inc.; and as U.S. securities counsel in its US$2.2 billion acquisition of Nobel Biocare Holding AG (Switzerland) via a tender offer;
- Deutsche Bank AG in its $1.7 billion sale of The Cosmopolitan of Las Vegas, a hotel and casino, to Blackstone Real Estate Partners VII, L.P.;
- Dynegy Inc. in connection with the $3.45 billion acquisition of coal and gas generation assets in New England and the Midwest from Energy Capital Partners;
- Endurance Specialty Holdings Ltd. in its unsolicited $3.2 billion acquisition of Aspen Insurance Holdings Ltd. Both companies are based in Bermuda;
- Formation Capital, LLC in its $1 billion joint venture with NorthStar Realty Finance Corp. in which Formation and NorthStar simultaneously acquired six health care real estate portfolios, including 43 primarily private-pay senior housing facilities and 37 skilled nursing facilities, from investment partnerships and REITs owned and managed by Formation Capital and SAFANAD Limited (Switzerland);
- Government of Singapore Investment Corporation Pte. Ltd. (GIC) in its co-investment with Global Logistic Properties Limited (Singapore) to acquire IndCor Properties, Inc. from Blackstone Real Estate Advisors for US$8.1 billion;
- Hawaiian Electric Industries, Inc. (HEI) in its US$4.3 billion acquisition by NextEra Energy, Inc.;
- Hillshire Brands Company (formerly Sara Lee Corporation) in its $8.6 billion unsolicited acquisition by Tyson Foods, Inc.; and its announced, but subsequently terminated $6.6 billion acquisition of Pinnacle Foods Inc.;
- Jimmy Iovine and Andre Romelle Young (Dr. Dre) as controlling shareholders of Beats Electronics LLC in its $3 billion acquisition by Apple Inc.;
- Jos. A. Bank Clothiers Inc. in its unsolicited, but subsequently agreed upon, US$1.8 billion acquisition by The Men’s Wearhouse, Inc.;
- Longview Asset Management, LLC in connection with the US$8.7 billion acquisition of PetSmart, Inc. by a consortium led by BC Partners (United Kingdom);
- Mars, Incorporated in its $2.9 billion acquisition of the Iams, Eukanuba and Natura pet food brands from The Procter & Gamble Company;
- Merck KGaA (Germany) in its US$17 billion acquisition of Sigma-Aldrich Corporation;
- the supervisory and executive boards of Nutreco N.V. in its US$3.7 billion acquisition by SHV Holdings N.V. Both companies are based in the Netherlands;
- OAO Severstal (Russia) in the $2.3 billion sale of its subsidiaries Severstal Columbus, LLC and Severstal Dearborn, LLC to Steel Dynamics Inc. and AK Steel Corporation;
- Oiltanking Holding Americas, Inc. in the US$4.4 billion sale of its 65 percent limited partner interest in Oiltanking Partners L.P., as well as its 2 percent general partner interest and related incentive distribution rights, to Enterprise Products Partners L.P.;
- Osisko Mining Corporation in its $3.3 billion joint acquisition by Yamana Gold and Agnico Eagle Mines Limited; and in connection with a US$2.4 billion unsolicited bid from Goldcorp Inc.;
- Otsuka Pharmaceutical Co., Ltd. (Japan) in its US$3.5 billion acquisition of Avanir Pharmaceuticals, Inc.;
- Permira Funds (United Kingdom) in the US$3.5 billion sale of its portfolio company, Arysta LifeScience Limited (Ireland) to Platform Specialty Products Corporation;
- Permira Funds (United Kingdom) in its US$1.1 billion sale of its portfolio company, Renaissance Learning Inc. to Hellman & Friedman LLC;
- Pfizer Inc. in connection with its proposed £55 billion acquisition of AstraZeneca PLC (United Kingdom) through a newly formed U.K. holding company;
- Russell Investments, a subsidiary of Northwestern Mutual Life Insurance Company, in its $2.7 billion acquisition by the London Stock Exchange Group plc;
- SanDisk Corporation in its $1.1 billion acquisition of Fusion-io, Inc.;
- Select Income REIT in its $3 billion acquisition of Cole Corporate Income Trust, Inc.;
- Sensata Technologies Holding N.V. (the Netherlands) in the $1 billion acquisition by its wholly owned indirect subsidiary Sensata Technologies B.V. of Schrader International, Inc. from Madison Dearborn Partners, LLC;
- Signet Jewelers Limited (Bermuda) in the tax structuring of its US$1.4 billion bid to acquire Zale Corporation;
- State Farm Mutual Automobile Insurance Company and certain of its affiliates in connection with the US$1.5 billion sale of its Canadian property, casualty and life insurance businesses, as well as its Canadian mutual fund, loan and living benefits companies, to affiliates of Desjardins Group (Canada);
- SunEdison, Inc. and TerraForm Power, Inc. in the financing of their proposed US$2.4 billion acquisition of First Wind Holdings, Inc.;
- the independent members of the board of directors of Time Warner Cable Inc. in its US$45 billion acquisition by Comcast Corporation. Skadden previously represented the independent members of the board of directors of Time Warner Cable Inc. in connection with a US$61 billion unsolicited bid from Charter Communications, Inc.;
- TPG Capital, L.P. in its US$1.5 billion acquisition of The Warranty Group, Inc.;
- Valeant Pharmaceuticals International, Inc. (Canada) in its proposed unsolicited $46 billion acquisition of Allergan Inc.;
- Video Gaming Technologies, Inc. in its $1.3 billion acquisition by Aristocrat Leisure Ltd. (Australia);
- Visteon Corporation in the US$3.6 billion sale of its 70 percent stake in Halla Visteon Climate Control Corp. (South Korea) to an affiliate of Hahn & Company (South Korea) and Hankook Tire Co., Ltd. (South Korea);
- The Vitol Group in its US$2.6 billion acquisition of the Australian downstream businesses of Royal Dutch Shell plc. Both companies are based in the Netherlands;
- Wilton Re Holdings Limited (Bermuda) in its US$1.8 billion acquisition by Canada Pension Plan Investment Board;
- Wisconsin Energy Corp. in its $9.1 billion acquisition of Integrys Energy Group, Inc. The combined company will be named WEC Energy Group, Inc.;
- XL Group plc (Ireland) in its initially unsolicited, but subsequently agreed upon, US$4.1 billion acquisition of Catlin Group Ltd. (Bermuda); and
- Youku Tudou Inc. in a $1.2 billion investment by Alibaba Capital Partners and Yunfeng Capital. All three companies are based in China.
Financial Advisor and Other Nonprincipal Representations
2018- Deutsche Bank Securities Inc. and The Goldman Sachs Group, Inc. as financial advisors to Wyndham Worldwide Corporation in the $1.3 billion sale of its European vacation rental business to Platinum Equity, LLC.
2017
- Evercore Partners as financial advisor to International Paper Company in the US$1.8 billion sale of its North American consumer packaging business to Graphic Packaging Holding Company;
- The Goldman Sachs Group, Inc. as financial advisor to the transaction committee of the board of directors of Reynolds American Inc. in its US$49 billion acquisition by British American Tobacco p.l.c (United Kingdom) of the remaining stake in Reynolds that is does not already own; and
- Goldman, Sachs & Co. as financial advisor to Nimble Storage, Inc. in its US$1 billion acquisition by Hewlett Packard Enterprise Company;
2016
- BofA Merrill Lynch and RBC Capital Markets as financial advisors to Potash Corporation of Saskatchewan Inc. in connection with Potash’s $36 billion merger-of-equals with Agrium Inc. (Canada);
- Centerview Partners LLC as financial advisor to Diamond Resorts International, Inc. in its $2.2 billion acquisition by Apollo Global Management, LLC;
- Evercore Group L.L.C. as financial advisor to Virgin America Inc. in its $4 billion acquisition by Alaska Air Group, Inc.;
-
Evercore Partners, Inc. as financial advisor to:
- Brocade Communications Systems Inc. in its $1.2 billion acquisition of Ruckus Wireless, Inc. and in its $5.5 billion acquisition by Broadcom Limited; and
- Virgin America Inc. in its $4 billion acquisition by Alaska Air Group, Inc.;
2015
-
Bank of America Merrill Lynch as financial advisor to:
- Fidelity National Information Services, Inc. in its $9.1 billion acquisition of SunGard Data Systems Inc.; and
- Hypermarcas S.A. (Brazil) in connection with its $1 billion sale of its beauty and personal care business;
- Citigroup Inc. as financial advisor to Neptune Orient Lines Limited (Singapore) in its proposed, unsolicited $2.4 billion acquisition by CMA CGM S.A. (France);
-
Credit Suisse as financial advisor to:
- PartnerRe Ltd. in its US$11 billion merger-of-equals with AXIS Capital Holdings Limited. Both companies are based in Bermuda; and
- Tokio Marine Holdings Inc. (Japan) in its US$7.5 billion acquisition of HCC Insurance Holdings Inc.;
-
Goldman, Sachs & Co. as financial advisor to:
- Liberty Global plc (United Kingdom) in its proposed $5.3 billion acquisition of Cable & Wireless Communications Plc (United Kingdom);
- Iron Mountain Incorporated in its US$2.6 billion acquisition of Recall Holdings Limited (Australia);
- Cardinal Health, Inc. in its US$1.9 billion acquisition of the Cordis business of Johnson & Johnson;
- Merge Healthcare Incorporated in its $1 billion acquisition by International Business Machines Corporation;
- Schlumberger Limited in its $14.8 billion acquisition of Cameron International Corporation; and
- Stericycle, Inc. in its $2.3 billion acquisition of Shred-it International Inc. (Canada);
- Greenhill & Co. LLC as financial advisor to MeadWestvaco Corporation in its US$16 billion acquisition by Rock-Tenn Company;
- Guggenheim Securities, LLC as financial advisor to Thoratec Corp. in its $3.4 billion acquisition by St. Jude Medical Inc.;
-
J.P. Morgan Securities LLC as financial advisor to:
- Equinix, Inc. in its $3.6 billion acquisition of Telecity Group plc (United Kingdom); and
- United Technologies Corporation in its $9 billion sale of Sikorsky Aircraft Corporation to Lockheed Martin Corporation; and
-
Morgan Stanley as financial advisor to:
- Constant Contact Inc. in its $1.1 billion acquisition by Endurance International Group Inc.; and
- Dialog Semiconductor Plc (United Kingdom) in its $4.6 billion acquisition of Atmel Corporation.
2014
- Citigroup Inc. as financial advisor to Tim Hortons Inc. (Canada) in its $11 billion acquisition by Burger King Worldwide, Inc.;
- Deutsche Bank AG as financial advisor to Hittite Microwave Corporation in its $2 billion acquisition by Analog Devices, Inc.;
- The Goldman Sachs Group, Inc. as financial advisor to Safeway Inc. in its US$9 billion acquisition by a group led by Cerberus Capital Management, L.P.;
-
Goldman, Sachs & Co. as financial advisor to:
- NewPage Holdings Inc. in its US$1.4 billion acquisition by Verso Paper Corp.;
- Talisman Energy Inc. (Canada) in its US$8.3 billion acquisition by Repsol, S.A. (Spain);
- Greenhill & Co. LLC as financial advisor to Cerner Corporation in its $1.3 billion acquisition of the assets of the Siemens Health Services business of Siemens AG (Germany);
- Greenhill & Co. LLC and Cenkos Securities plc as financial advisors to the management buy-in team of The Automobile Association Limited (The AA) (United Kingdom) in the proposed $2.4 billion acquisition of The AA via an accelerated initial public offering on the London Stock Exchange;
-
JPMorgan Chase & Co. as financial advisor to:
- International Rectifier Corporation in its $3 billion acquisition by Infineon Technologies AG (Germany); and
- Energen Corp. in its $1.6 billion sale of Alabama Gas Corporation (Alagasco) to The Laclede Group, Inc.;
- J.P. Morgan Securities LLC as financial advisor to Perrigo Company plc (Ireland) in its US$4.5 billion acquisition of Omega Pharma NV (Belgium);
-
Lazard Ltd. as financial advisor to Google Inc. in:
- its US$2.9 billion sale of Motorola Mobility Holdings, Inc. to Lenovo Group Limited (China); and
- its US$3.2 billion acquisition of Nest Labs, Inc.; and
- Zaoui & Co. LLP as financial advisor to GlaxoSmithKline plc (United Kingdom) in its joint venture with Novartis AG (Switzerland) to combine their consumer health care businesses. As part of this transaction, GlaxoSmithKline acquired Novartis’ global vaccines division for $5.3 billion and sold its oncology business to Novartis for $16 billion.
2018
- A. Schulman, Inc. in its $2.25 billion acquisition by LyondellBasell Industries N.V. (United Kingdom);
- Baidu, Inc. (China) in its $1.9 billion sale of a majority stake in its financial services business to a consortium led by TPG Capital, L.P. and The Carlyle Group L.P.;
- Bucherer AG (Switzerland) in its acquisition of Tourneau, LLC from an affiliate of Leonard Green & Partners, L.P.;
- Citibank N.A. in the sale of its consumer and small and medium enterprise operations in Colombia to Scotiabank (Canada) and its Colombian subsidiary, Banco Colpatria Multibanca Colpatria S.A.;
- CME Group Inc. in its $5.5 billion acquisition of NEX Group plc (United Kingdom);
- DIXY Group (Russia) in its $150 million repurchase of a 20 percent stake in PJSC DIXY Group (Russia) from funds managed by Prosperity Capital Management Ltd. (Cayman Islands) in a going-private transaction;
- F.I.L.A. Fabbrica Italiana Lapis ed Affini S.p.A. (Italy) in the $340 million acquisition by its subsidiary Dixon Ticonderoga Company of Pacon Holding Company from Mason Wells Inc.;
- HgCapital LLP (United Kingdom) in its sale of:
- Frösunda Holdco AB (Sweden) to The Adolfsen Group (Norway); and
- Radius GGE, Inc. to Vistra Holdings S.à r.l. (Luxembourg);
- L1 Retail (United Kingdom) in its acquisition of an additional 12 percent stake in Distribuidora Internacional de Alimentación, S.A. (DIA) (Spain), and in a collateralized forward purchase transaction to acquire an additional 10 percent of DIA's total share capital;
- The Middleby Corporation in its acquisition of:
- Firex Srl (Italy);
- Ve.Ma.C. Srl (Italy); and
- Josper S.A. (Spain).
- Sovos Compliance, LLC, a portfolio company of HgCapital LLP (United Kingdom), in its acquisition of TrustWeaver AB (Sweden);
- Spotify Technology S.A. (Luxembourg) in its acquisition of Loudr.fm;
- Toshiba Corporation (Japan) in the $2.2 billion sale of its claims against Westinghouse Electric Company LLC to Nucleus Acquisition LLC, a consortium controlled by The Baupost Group, LLC, and the sale of its Westinghouse-related shares to Brookfield WEC Holdings LLC (Canada);
- Validus Holdings, Ltd. (Bermuda) in its $5.6 billion acquisition by American International Group, Inc.; and
- XL Group Ltd. (Bermuda) in its $15.3 billion acquisition by AXA SA (France).
2017
- ABH Holdings S.A. (Luxembourg) in its sale of a stake in Public Joint Stock Company Alfa-Bank (Ukraine) to MSP Stiftung (Germany);
- The AES Corporation and Alberta Investment Management Corporation (AIMCO) (Canada) in their US$853 million acquisition of FTP Power LLC (sPower);
- Alter Domus Group (Luxembourg), a portfolio company of Permira Funds (United Kingdom), in its acquisition of Cortland Capital Market Services LLC;
- Air Products and Chemicals, Inc. in its proposed, but terminated, unsolicited acquisition of Yingde Gases Group Company Limited (Hong Kong);
- Amherst Holdings, LLC in the US$305 million sale by its Single Family Residential platform of a portfolio of 1,957 single family rental properties to Altisource Residential Corporation (Virgin Islands). As part of the transaction, Amherst Holdings provided US$228 million in financing to Altisource Residential and Amherst Holdings' affiliate Main Street Renewal was retained to manage the properties;
- AMP Capital Investors Limited (Australia) in its acquisition of a 25 percent stake in PCCP LLC;
- Armstrong World Industries, Inc. in the US$330 million sale of its EMEA and Pacific Rim businesses to Knauf International Gmbh (Germany);
- Atrium Innovations Inc. (Canada) and Permira Funds (United Kingdom) in Atrium Innovations' US$2.3 billion acquisition by Nestlé Health Science S.A. (Switzerland) from a group of investors including a company backed by the Permira Funds;
- Auchan Retail S.A. (France) in the US$2.9 billion acquisition of a 36 percent stake in its subsidiary Sun Art Retail Group Limited (Hong Kong) by Alibaba Group Holding Limited (China) and the formation of a strategic alliance with Alibaba and Ruentex Group (Taiwan);
- Beijing Byte Dance Telecommunications Co., Ltd. in its:
- US$87 million acquisition of News Republic, Inc. (France) from Cheetah Mobile Inc. (China); and
- acquisition of Musical.ly, Inc.
- BlackRock, Inc. in its acquisition of the asset management business of Citibanamex (Mexico) from Citigroup, Inc.;
- The special committee of the board of trustees of Brookfield Canada Office Properties (BOX) in connection with the proposal by Brookfield Property Partners L.P. (BPY) (Bermuda) to acquire all of the units of BOX that BPY and its affiliates do not already own;
- Capgemini S.A. (France) in its $50 million acquisition of the North American operations of Ciber Inc.;
- Cardinal Health, Inc. in its $6.1 billion acquisition of the patient care, deep vein thrombosis and nutritional insufficiency businesses of Medtronic plc (Ireland);
- Cavium, Inc. in its US$6 billion acquisition by Marvell Technology Group Ltd. (Bermuda);
- CB Franchise Systems, LLC in its acquisition by MTY Food Group, Inc. (Canada);
- Center Coast Capital Holdings, LLC in its acquisition by Brookfield Asset Management, Inc.'s Public Securities Group (Canada);
- Ceva Sante Animale S.A. (France) in its acquisition of certain assets of the animal health portfolio of Sanofi (France) as part of Sanofi's business swap with Boehringer Ingelheim GmbH (Germany);
- Cineworld Group PLC (United Kingdom) in its US$5.9 billion acquisition of Regal Entertainment Group;
-
Citigroup Inc. in the:
- sale of the customer portfolio of its merchant acquiring business in 11 Asia Pacific markets to Wirecard AG (Germany); and
- $685 million sale of its fixed income analytics and index businesses to London Stock Exchange Group plc;
- DH Private Equity Partners (United Kingdom) and Middenberm Group (Luxembourg) in the US$2 billion sale of TMF Group Holding B.V. (the Netherlands) to funds advised by CVC Capital Partners Limited (United Kingdom);
- EMAS Chiyoda Subsea Limited (United Kingdom) in its sale of certain businesses to Subsea 7 S.A. (Luxembourg) as part of EMAS's Chapter 11 bankruptcy;
- Enel S.p.A. (Italy) in the acquisition by its subsidiary EnerNOC, Inc. of eMotorWerks;
- Engen Limited (South Africa) in the sale of certain downstream assets in ten countries in Africa to Vivo Energy Holding BV (the Netherlands), a portfolio company of Helios Investment Partners LLP (United Kingdom), in exchange for a minority stake in Vivo;
- Equis Funds Group Pte Ltd (Singapore) in its US$5 billion sale of Equis Energy (Singapore) to Global Infrastructure Partners and co-investors;
- Eurazeo SE (France) in its acquisition of a 30 percent stake in Rhône Group LLC;
- Fintrax Group Holdings Ltd. (Ireland) in its acquisition of Planet Payment, Inc.;
- FIT Additive Manufacturing Group (Germany) in its joint venture with NIK Ltd. (Russia). The joint venture company is called FITNIK and focuses on the design and manufacture of aviation parts;
- Fortress Investment Group LLC in its US$3.3 billion acquisition by SoftBank Group Corp. (Japan);
- GP Investments Acquisition Corp., a special purpose acquisition company formed by GP Investments, Ltd. (Brazil), in its proposed merger with Rimini Street, Inc.;
- The venture investment arm of gumi Inc. (Japan) in its joint venture with Nordisk Film A/S (Denmark) to form a virtual and augmented reality incubator called Nordic VR Startups;
- Han's Holdings Group Co. Ltd. (China) in its $115 million acquisition of the Los Angeles Hilton;
- HgCapital LLP (United Kingdom):
- in its proposed sale of Ullink SAS (France) to Itiviti AB (Sweden), a portfolio company of Nordic Capital (Sweden); and
- as lead investor in KKR & Co. L.P.'s $1.8 billion sale of a stake in Visma Group Holdings (Norway). This is the largest ever software buyout in Europe and one of the top five globally;
- Intact Financial Corporation (Canada) in its pending $1.7 billion acquisition of OneBeacon Insurance Group, Ltd. (Bermuda);
- InterGen in the US$1.3 billion sale of its power generation and natural gas business in Mexico to Actis LLP (United Kingdom);
- An investor consortium in its US$362 million going-private acquisition of JA Solar Holdings Co., Ltd. (China);
- JAB Luxury GmbH (Switzerland) in its sale of Belstaff International Limited (United Kingdom) to Ineos Group Holdings S.A. (Switzerland)
- JAB Holdings B.V. (the Netherlands) in its $7.5 billion acquisition of Panera Bread Company;
- Kenon Holdings Ltd. (Singapore) in its US$1.2 billion sale of IC Power Ltd.'s (Singapore) Latin American and Caribbean businesses to I Squared Capital Advisors, LLC;
- Kensington & Global Limited (United Kingdom) and Danpark Enterprises Limited LLC in the divestiture of their controlling interests in Procesadora Nacional de Alimientos C.A. (Pronaca) (Ecuador) to Corporación Multi Inversiones (Guatemala) and other shareholders of the company;
- Key Safety Systems, Inc. in its $1.6 billion acquisition of substantially all of the assets and operations of Takata Corporation (Japan), as part of Takata's Chapter 11 case;
- Merrimack Pharmaceuticals, Inc. in the US$1 billion sale of its cancer treatment drugs ONIVYDE, including U.S. commercialization rights and its licensing agreement with Shire plc (Ireland), and generic DOXIL to Ipsen S.A. (France);
- Moody's Corporation in its $3.3 billion acquisition of Bureau van Dijk Electronic Publishing BV (the Netherlands);
- The Middleby Corporation in:
- its acquisition of Sveba-Dahlen AB (Sweden); and
- its acquisition of Scanico A/S (Denmark);
- Nippon Shokubai Co., Ltd. (Japan) in its acquisition of Sirrus, Inc.;
- Nokia Corporation (Finland) in connection with the creation of a new Nokia Shanghai Bell joint venture with China Huaxin Post & Telecommunication Economy Development Center for the proposed integration of Alcatel-Lucent Shanghai Bell Co., Ltd. and Nokia's China business;
- Old Mutual plc (United Kingdom) in its US$446 million sale of a 25 percent stake in OM Asset Management plc (United Kingdom) to HNA Capital US, a subsidiary of HNA Capital Group Co., Ltd. (China);
- OMERS Private Equity (Canada) in its US$1 billion investment in Allied World Assurance Company Holdings, AG (Switzerland);
- Panera Bread Company, a subsidiary of JAB Holdings B.V. (the Netherlands), in its acquisition of Au Bon Pain Holding Co., Inc.;
- Permira Funds (United Kingdom) in its:
- acquisition of DiversiTech Corporation from an affiliate of The Jordan Company, L.P.; and
- US$1.8 billion acquisition of Duff & Phelps Corporation;
- QIC Limited (Australia) in its acquisition of Forest City Realty Trust, Inc.'s ownership interest in 10 regional malls for US$1.6 billion;
- QIWI plc (Cyprus) in connection with a $700 million partial tender offer by Otkritie Holding JSC (Russia) and Otkritie Investments Cyprus Limited;
- Quala S.A. (Colombia) in the sale of its personal care and home care brands to Unilever N.V. (the Netherlands);
- Recon Holding (China) in its US$100 million acquisition of a 51 percent stake in Millennium Films, Inc.;
- The supervisory board of STADA Arzneimittel AG (Germany) in its initially unsolicited, but subsequently agreed upon, $5.6 billion acquisition by Bain Capital, LP and Cinven Partners, LLP (United Kingdom);
- SL Green Realty Corp. in its US$525 million sale of a 29 percent stake in One Vanderbilt Avenue to National Pension Service (South Korea) and Hines Interests Limited Partnership;
- Sumitomo Mitsui Trust Bank, Limited (Japan) in its acquisition of a 20 percent stake in Greensledge Holdings, LLC;
- SunEdison, Inc. in its US$2.5 billion sale of TerraForm Global, Inc. and a 51 percent stake in TerraForm Power, Inc. to Brookfield Asset Management Inc. (Canada);
- The Travelers Companies, Inc. in its US$490 million acquisition of Simply Business (United Kingdom) from Aquiline Capital Partners LLC;
- Validus Holdings, Ltd. (Bermuda) in its US$128 million acquisition of the crop risk services business of Archer-Daniels-Midland Company;
- Vantiv, Inc. in its $12 billion merger with Worldpay Group plc (United Kingdom);
- Veritas Capital in its US$755 million acquisition of the capital services business of Chicago Bridge & Iron Company N.V. (the Netherlands);
- The Washington Companies as co-counsel in its initially unsolicited, but subsequently agreed upon, $1.2 billion acquisition of Dominion Diamond Corporation (Canada); and
- Westfield Corporation (Australia) in its US$25 billion acquisition by Unibail-Rodamco SE (France).
2016
- 21st Century Fox, Inc. (as co-counsel) with the English law aspects of its $14.8 billion acquisition of the remaining stake in Sky plc (United Kingdom) it does not already own;
- Abercrombie & Kent Group of Companies S.A. in the acquisition of a majority stake by Zhonghong Holding Co., Ltd. (China);
- Affidea Group (the Netherlands) in its acquisition of Hiperdia S.A. (Romania);
- Affiliated Managers Group in its acquisition of an equity interest in Baring Private Equity Asia (Hong Kong);
- Air Products and Chemicals, Inc. in its $3.8 billion sale of the performance materials division of its materials technologies segment to Evonik Industries AG (Germany);
- AmBev S.A. (Brazil) in the transfer of its businesses in Colombia, Peru and Ecuador to Anheuser-Busch InBev SA/NV (Belgium) in exchange for SABMiller plc’s (United Kingdom) business in Panama;
- Anbang Insurance Group Co., Ltd. (China) as lead member of an investor group in its proposed, but terminated, $14 billion acquisition of Starwood Hotels & Resorts Worldwide Inc.;
- Annapurna Therapeutics SAS (France) in its acquisition by Avalanche Biotechnologies, Inc.;
- Apex Technology Co., Ltd. (China) as a member of a buyer consortium in its $4 billion acquisition of Lexmark International Inc. This was the second largest outbound acquisition in the technology sector ever done by a Chinese investor, and the third largest U.S. public takeover ever done by a Chinese investor;
- BA Glass BV (the Netherlands) in its $1 billion joint acquisition with CVC Capital Partners Limited (United Kingdom) of Anchor Glass Container Corporation from KPS Capital Partners, LP;
- Ball Corporation and Rexam PLC (United Kingdom) in the $3.4 billion sale of select metal beverage can assets, support locations and functions in Europe, Brazil and the United States to Ardagh Group S.A. (Luxembourg);
- Banco BTG Pactual S.A. (Brazil) in its sale of BSI S.A. (Switzerland) to EFG International AG (Switzerland) and in its $235 million sale of Ariel Re (Bermuda) to Argo Group International Holdings, Ltd. (Bermuda);
- Baxter International Inc. in connection with the initially unsolicited, but subsequently agreed upon, $32 billion combination of Baxalta Incorporated and Shire plc (Ireland);
- Becton, Dickinson and Company in its $500 million sale of a 50.1 percent stake in its respiratory solutions business to funds advised by Apax Partners LLP (United Kingdom) and formation of a joint venture with Apax that will operate as a new, independent company;
- BioClinica, Inc. and its equity holders in the sale of BioClinica to Cinven Limited (United Kingdom);
- Boral Limited (Australia) in its $2.6 billion acquisition of Headwaters Incorporated;
- BRF S.A. (Brazil) in its acquisition of a 70 percent stake in FFM Further Processing Sdn Bhd (Malaysia);
- By Kilian SAS (France) in its acquisition by The Estée Lauder Companies Inc.;
-
Citigroup Inc. in:
- the $220 million sale of its consumer banking business in Brazil to Itaú Unibanco Holding S.A. (Brazil);
- the sale of its consumer banking business in Argentina to Banco Santander Rio S.A. (Argentina);
- the proposed sale of its consumer banking operations in Brazil, Argentina and Colombia. The operations will be transferred to Citi Holdings;
- the sale of its institutional prepaid card services to Wirecard AG (Germany); and
- the sale of Financial Reassurance Company 2010, Ltd. (Bermuda) to a subsidiary of Munchener Ruckversicherungs-Gesellschaft Aktiengesellschaft (Germany);
- Criteo S.A. (France) in its acquisition of HookLogic, Inc.;
- Ctrip.com International, Ltd. (China) in its $1.7 billion acquisition of Skyscanner Holdings Limited (United Kingdom);
- Delta Galil Industries, Ltd. (Israel) in its acquisition of the contemporary premium brands business of V.F. Corporation;
- Deutsche Bank AG in the sale of its Mexican banking and securities units to Investa Bank, S.A., Institución de Banca Múltiple (Mexico);
- Didi Chuxing (Hangzhou Kuaizhi Technology Co., Ltd.) (China) in its acquisition of UberChina from Uber Technologies Inc.;
- Doughty Hanson & Co. (United Kingdom) in its $1.65 billion sale of LM Wind Power A/S (Denmark) to General Electric Company;
- Duke Energy Corporation in two transactions totaling $2.4 billion: the $1.2 billion sale of its Brazilian business to China Three Gorges Corporation and the $1.2 billion sale of its international businesses in Peru, Chile, Ecuador, Guatemala, El Salvador and Argentina to I Squared Capital Advisors, LLC;
- Endurance Specialty Holdings Ltd. (Bermuda) in its pending $6.3 billion acquisition by SOMPO Holdings, Inc. (Japan);
- Equistone Partners Europe GmbH (United Kingdom) in its sale of Konrad Hornschuch AG (Germany) to Benecke-Kaliko AG (Germany);
- a buyer consortium consisting of affiliates of Forebright Capital Management Ltd. (Hong Kong) in its $99 million going-private acquisition of Jinpan International Limited (China);
-
F.I.L.A. - Fabbrica Italiana Lapis ed Affini S.p.A. (Italy):
- in its acquisition of Daler-Rowney Limited (United Kingdom); and
- in its proposed, unsolicited acquisition of Canson Group (France) from Groupe Hamelin S.A. (France);
- a consortium of investors including GL Capital Management Limited (Hong Kong), Jade Park Investments Ltd. (Cayman Islands), Bank of China Group Investment Ltd. (Hong Kong) and ABG Management Ltd (Cayman Islands) in its proposed, unsolicited going-private acquisition of SciClone Pharmaceuticals, Inc.;
- Global Brands Group Holding Limited (Hong Kong) in its joint venture with CAA Brand Management, LLC to form one of the world’s largest global brand management companies;
- Grupo Ferrer Internacional, S.A. (Spain) in its acquisition of Alexza Pharmaceuticals Inc.;
-
gumi Inc. (Japan) in its:
- investment in VR Fund, L.P. and its joint venture with Marco DeMiroz and Tipitat Chennavasin, the fund’s founders, to invest in early stage virtual reality companies; and
- joint venture with YJM Entertainment Co., Ltd. (South Korea) to create a new company called Seoul VR Startups Co. Ltd.;
- Hexcel Corp. in its acquisition of the remaining 50 percent stake in Formax (UK) Limited it did not already own;
- Horus Real Estate Fund (the Netherlands) in its acquisition of Morton Group (Russia);
- IAC/InterActiveCorp in its proposed acquisition of MyHammer Holding AG (Germany);
- IDEX Corporation in its $240 million acquisition of SFC Koenig AG (Switzerland);
-
Jacobs Douwe Egberts B.V. (Netherlands):
- and its subsidiary Koninklijke Douwe Egberts B.V. (the Netherlands) in the $249 million sale of trademarks licensed to Ajinomoto General Foods, Inc. (Japan) to Ajinomoto Co. Inc. (Japan)
- in its proposed $1.1 billion acquisition of Super Group Ltd. (Singapore); and
- in a joint venture with Hillhouse Capital Management, Ltd. (China), which will focus on marketing and selling coffee, tea products and appliances to retail, wholesale, e-commerce, and out-of-home customers in China, Hong Kong, Macau and Taiwan;
- Janus Capital Group, Inc. in its merger-of-equals with Henderson Group plc (United Kingdom) to form a new company called Janus Henderson Global Investors plc;
- J.P. Morgan Asset Management, Inc. in its acquisition of an additional 48 percent stake in Sonnedix Power Holdings Ltd., its joint venture company with Sonnedix Management Services Ltd. (Italy);
- J.W. Childs Associates, L.P. in its $333 million sale of Esselte Group Holdings AB (Luxembourg) to ACCO Brands Corporation;
- Konecranes plc (Finland) in its $1.3 billion acquisition of the material handling and port solutions business of Terex Corporation;
- The special committee of the board of directors of KongZhong Corp. (China) in its $299 million going-private acquisition by an investor consortium led by Leilei Wang, chairman and chief executive officer of the company;
- LANXESS AG (Germany) in its $2.5 billion acquisition of Chemtura Corporation;
- Leshi Internet Information & Technology Corp., Beijing (LeEco) in its $2 billion acquisition of VIZIO, Inc.;
- LetterOne Holdings S.A. (Luxembourg) in its $200 million investment in Uber Technologies, Inc.;
- Liberty Mutual Insurance Company in its $3 billion acquisition of Ironshore Inc. (Bermuda) from Fosun International Limited (China);
- Macrocure Ltd. (Israel) in its acquisition by Leap Therapeutics, Inc.;
- MISA Investments Limited (Bermuda), the parent company of Viking Cruises, Ltd., in its $500 million sale of a 17 percent stake to TPG Capital, L.P. and Canada Pension Plan Investment Board;
- an affiliate of M&G Real Estate (United Kingdom) in its sale of an office building located at 580 California Street in San Francisco, California;
- Nippon Steel and Sumitomo Metal Corporation (Japan) in its acquisition of a stake in Vallourec SA (France) as part of Vallourec’s $1.1 billion capital increase;
- NXP Semiconductors N.V. (the Netherlands) in its $47 billion acquisition by Qualcomm Incorporated. This is the largest-ever semiconductor deal;
- Pamplona Capital Management LLC (United Kingdom) in its acquisition of VText Holdings, Inc.;
- A company backed by Permira Funds (United Kingdom) in its $1.5 billion sale of Intelligrated Inc. to Honeywell International Inc.;
- Permira Funds (United Kingdom) in its $336 million acquisition of a majority stake in John Masters Organics, Inc.;
- Phoenix Group Holdings (Channel Islands) in its $1.2 billion acquisition of Abbey Life Assurance Company Limited (United Kingdom) from Deutsche Bank AG;
- Reichhold, Inc. in its merger with Polynt Group sarl (Italy);
- Ritchie Bros. Auctioneers Incorporated (Canada) in its $759 million acquisition of IronPlanet, Inc.;
- Samsung Electronics Co. Ltd. (South Korea) in its acquisition of NewNet Communication Technologies (Canada), Inc.;
- The Saudi Arabian Public Investment Fund in its $3.5 billion investment in Uber Technologies, Inc.;
- Spectra Energy Corp. with the tax aspects of its $28 billion merger with Enbridge Inc. (Canada);
- Shandong Hongda Mining Co., Ltd. (China) in its $300 million acquisition of Jagex Ltd. (United Kingdom);
- Sumitomo Mitsui Banking Corporation (Japan) in its $3.4 billion acquisition of American Railcar Leasing LLC from Icahn Enterprises L.P.;
- Tahoe Investment Group Co., Ltd. (China) in its proposed $100 million going-private acquisition of Alliance HealthCare Services Inc.;
- Tobira Therapeutics, Inc. as co-counsel in its $1.7 billion acquisition by Allergan plc (Ireland);
- Tumi Holdings, Inc. in its $1.8 billion acquisition by Samsonite International S.A. (Luxembourg);
- TrustBridge Partners (China) in its acquisition of Holiday House, Inc.;
- Wendel (France) and its portfolio company AlliedBarton Security Services LLC in AlliedBarton’s merger with Universal Services of America, Inc. The combined company will be named AlliedUniversal;
- The WhiteWave Foods Company in its $12.5 billion acquisition by Danone (France);
- Xiaomi, Inc. (China) in its acquisition of a portfolio of more than 300 patents from Intel Corporation; and
- XIO Group (United Kingdom) in its $1.1 billion acquisition of J.D. Power and Associates, Inc. from McGraw Hill Financial, Inc.
2015
- Amadeus IT Holding SA (Spain) in its $830 million acquisition of Navitaire LLC (Ireland);
-
Apax Partners LLP (United Kingdom) in:
- the US$800 million acquisition by Apax-advised funds of Quality Distribution, Inc.; and
- its acquisition of a controlling interest in FULLBEAUTY Brands, Inc.;
- Ares Life Sciences AG (Switzerland) in the acquisition by its portfolio company Stallergenes S.A. (France) of Greer Laboratories, Inc.;
- Baihe Network Co., Ltd. (China) in the $250 million acquisition by its wholly owned subsidiaries LoveWorld Inc. (Cayman Islands) and FutureWorld Inc. (China) of Jiayuan.com International Ltd (China);
-
Ball Corporation in:
- its proposed US$8.4 billion acquisition of Rexam PLC (United Kingdom); and
- its acquisition of the remaining 39.9 percent stake in Latapack-Ball Embalagens Ltda. (Brazil), its joint venture with Latapack S.A. (Brazil);
- Banco BBM S.A. (Brazil) in its sale of a majority stake to Bank of Communications Co., Ltd. (China);
- BlackRock, Inc. in its acquisition of Infraestructura Institucional S. de R.L. de C.V. (Mexico);
- Broadcom Corporation in its US$37 billion acquisition by Avago Technologies Limited (Singapore);
- the buyer group consisting of Mr. Baofang Jin, chairman and chief executive officer of JA Solar Holdings Co., Ltd. (China), and Jinglong Group Co., Ltd. (British Virgin Islands) in its proposed going-private acquisition of JA Solar;
- Buzzfeed, Inc. in its joint venture with Yahoo Japan Corporation to launch a Japanese-language version of the site;
-
Capgemini S.A. (France) in:
- its US$4 billion acquisition of iGate Corporation; and
- its acquisition of an additional 22 percent stake in CPM Braxis S/A (Brazil);
- The Carlyle Group LP in its equity investment in Rede D’Or São Luiz S.A. (Brazil);
-
CF Industries Holdings, Inc. in its:
- $580 million acquisition of the remaining 50 percent stake it does not already own in GrowHow UK Group Limited, its joint venture with Yara International ASA (Norway); and
- $8 billion acquisition of the European, North American and global distribution businesses of OCI N.V. (the Netherlands);
- Chartwell Retirement Residences (Canada) in its US$849 million sale of CSH Master Care USA Inc. to a joint venture between Brookdale Senior Living Inc. and HCP, Inc.;
- Cheung Kong (Holdings) Limited with the U.S. securities and regulatory aspects of its multi-step restructuring, which includes the acquisition of the remaining stake in publicly traded Hutchison Whampoa Limited it does not already own. As part of this transaction, the real estate and other assets of Cheung Kong and Hutchison Whampoa will be separated into two publicly traded companies, CK Property and CKH Holdings;
-
Citigroup Inc. in its sale of:
- a majority shares of Banco Citibank de El Salvador, S.A., Citi Tarjetas de El Salvador, S.A. de C.V., Seguros e Inversiones, S.A. (SISA) and other related companies to Grupo Terra S.A. de C.V. (Honduras);
- Banco Citibank de Nicaragua, S.A. and Cititarjetas de Nicaragua, S.A. to Banco Ficohsa (Honduras);
- its consumer credit card and consumer banking business in Guatemala to Promerica Financial Corporation (Panama); and
- its retail and commercial banking businesses in Panama and Costa Rica to Scotiabank (Canada);
- The Coca-Cola Company as selling shareholder in the $13.9 billion sale of Keurig Green Mountain, Inc. to an investor group led by JAB Holding Company (Germany);
- Constellation Hotels Holding Limited (Luxembourg) in its acquisition of the Claridges, Berkeley and Connaught hotels;
- Corporation Service Company, Inc. in its acquisition of Koehler Group (Hong Kong);
- Coty Inc. in its $1 billion acquisition of the personal care and beauty business of Hypermarcas S.A. (Brazil);
- Crestview Partners, L.P. and Pine Brook Road Partners, LLC as founding investors in a US$1.5 billion equity capital raise by Fidelis Insurance Holdings Limited (Bermuda);
- Ctrip.com International, Ltd. (China) in its acquisition of a 70 percent stake in Travelfusion Ltd. (United Kingdom);
- Delta Galil Indtries Ltd. (Israel) in its acquisition of the P.J. Salvage brand and other assets of Loomworks Apparel, Inc.;
- Dermalogica, Inc. in its acquisition by Unilever plc (United Kingdom);
- Docusign, Inc. in its acquisition of the Trusted Documents and Transactions unit of Keynectis S.A. (France);
-
Doughty Hanson & Co (United Kingdom) in:
- its sale of TV3 Television Network Limited (Ireland) to UPC Ireland B.V.;
- the €875 million sale of its stake in Eurofiber Nederland B.V. to funds managed by Antin Infrastructure Partners S.A.S. (France); and
- its sale of a 70 percent stake in Balta Industries N.V. (Belgium) to Lone Star Funds;
- DSV A/S (Denmark) in its $1.3 billion acquisition of UTi Worldwide Inc.;
- Endo International plc (Ireland) in its US$8.1 billion acquisition of Par Pharmaceutical Holdings, Inc.;
- the majority shareholders of Eurasia Drilling Company (Cyprus) in the US$1.7 billion acquisition of a 46 percent stake by Schlumberger Limited in a going-private transaction;
- Fidelity & Guaranty Life in its $1.6 billion acquisition by Anbang Insurance Group Co. Ltd. (China);
- Freescale Semiconductor, Ltd. and a private equity consortium including The Blackstone Group L.P., The Carlyle Group LP, Permira Funds (United Kingdom) and TPG Capital, L.P. in Freescale’s US$11.8 billion acquisition by NXP Semiconductors NV (the Netherlands);
- Gazit-Globe, Ltd. (Israel) in its US$261 million acquisition of an additional 14 percent stake in Atrium European Real Estate Limited (Channel Islands);
- GIC Pte Limited (Singapore) in its $5.4 billion joint venture with The Macerich Company;
- Gilead Sciences, Inc. in its collaboration with, and $425 million equity investment in, Galapagos NV (Belgium);
- Global Brands Group Holding Limited (Hong Kong) in its $130 million acquisition of substantially all of the assets of PS Brands, LLC;
- GoldStone Investment Co., Ltd. (China) as a member of a consortium, which includes Hua Capital Management Co., Ltd. (China) and CITIC Capital Holdings Limited (Hong Kong), in its US$1.9 billion acquisition of OmniVision Technologies, Inc.;
- a buyer group including Herman Guo Man, Dan Shao and Qing Xu in its going-private acquisition of AirMedia Group Inc. (China);
- Hatchtech Pty Ltd (Australia) in the sale of rights to its head lice product, Xeglyze, to Dr. Reddy’s Laboratories Ltd. (India);
- Have & Be Co., Ltd. (South Korea) in its sale of an interest to The Estee Lauder Companies Inc.;
- Hillenbrand, Inc. in its $108 million acquisition of ABEL GmbH & Co. KG (Germany) from Roper Technologies, Inc.;
- Horizon Pharma plc (Ireland) as co-counsel in its proposed, unsolicited $3 billion acquisition of DepoMed Inc.;
- IAC/InterActiveCorp and Match.com, L.L.C. in Match.com’s acquisition of Eureka, Inc. (Japan);
- Infigen Energy (Australia) in the $272.5 million sale of its U.S. wind business to Primary Wind Power, LLC;
-
JAB Holding Co. (Germany):
- as co-counsel in its acquisition of Baresso Coffee A/S (Denmark); and
- in its acquisition of Espresso House Holding AB (Sweden) from Herkules Capital AS (Norway);
- the buyer group including Mr. Jun Lei, chairman of the board of YY Inc. (China), and Mr. David Xueling Li, director and chief executive officer, in its proposed $3.7 billion going-private acquisition of YY;
- Konecranes plc (Finland) in its combination with Terex Corporation to form a new company called Konecranes Terex plc;
-
LetterOne Holdings S.A. (Luxembourg) in its:
- $5.8 billion acquisition of the oil and gas unit of RWE AG (Germany);
- $725 million sale of DEA UK Holdings Limited to Ineos AG (Switzerland); and
- $1.6 billion acquisition of E.ON E&P Norge AS (Norway) from E.ON Beteiligungen GmbH (Germany);
- Lightning Investors Limited, an entity jointly owned by FMR LLC and FIL Limited (Bermuda), in its proposed acquisition of the remaining stake in Colt Group S.A. (Luxembourg) it does not already own;
- Mascotte Holdings Limited (Hong Kong) in the US$97 million acquisition by Evergrande Real Estate Group Limited (China) and Tencent Holdings Limited (China) of a 75 percent stake in Mascotte;
- the special committee of the board of directors of Mecox Lane Limited (China) in its evaluation of an unsolicited going-private acquisition proposal from a buyer group;
-
The Middleby Corporation in:
- its acquisition of the assets of Induc Commercial Electronics Co., Ltd. (China); and
- its $200 million acquisition of AGA Rangemaster Group plc (United Kingdom);
- Mitsui Engineering & Shipping Co., Ltd (Japan) in its $2.6 billion acquisition of 99.4 percent of the outstanding shares in TGE Marine AG (Germany);
- Murad, Inc. in its acquisition by Unilever plc. (United Kingdom);
- the board of directors of the stichting of Mylan N.V. (the Netherlands) in its exercise of a call over 50 percent of the voting share capital of Mylan;
- New Residential Investment Corp. in its US$1.4 billion acquisition of substantially all of the assets of Home Loan Servicing Solutions, Ltd. (Cayman Islands);
- Nikkei Inc. (Japan) in its $1.3 billion acquisition of Financial Times Group Ltd. (United Kingdom) from Pearson plc (United Kingdom);
-
Nokia Corporation (Finland) in:
- its joint venture with China Huaxin Post and Telecommunications Economy Development Centre to combine Nokia’s telecommunications infrastructure businesses in China and Alcatel-Lucent Shanghai Bell Co., Ltd.; and
- its US$16.6 billion combination with Alcatel-Lucent (France);
- NPS Pharmaceuticals, Inc. in its US$5.2 billion acquisition by Shire plc (Ireland);
- Oaktree Capital Management, L.P. and certain of its affiliates in the $102.5 million sale of a 51.5 percent stake in Alliance HealthCare Services, Inc. to Fujian Thaihot Investment Co., Ltd. (China);
- Pamplona Capital Management LLP in its $150 million PIPEs investment in Lumos Networks Corp.;
- Patheon Inc. (Canada) in its acquisition of IRIX Pharmaceuticals, Inc.;
- Permira Funds (United Kingdom) in its $765 million sale of Pharmaq A.S. (Norway) to Zoetis Inc.;
- Pinnacle Entertainment Inc. in the unsolicited, but subsequently agreed upon, $4.75 billion acquisition of substantially all of its real estate by Gaming and Leisure Properties, Inc.;
- Pfizer Inc. in its $160 billion combination with Allergan plc (Ireland);
- the special committee of the board of directors of Qihoo 360 Technology Co. Ltd. (China) in its proposed going-private acquisition by a consortium, including Mr. Zhou Hongyi, chairman and chief executive officer of Qihoo, CITIC Capital Securities Co., Ltd. (China), Golden Brick Capital (Hong Kong), China Renaissance Holdings Limited, and Sequoia Capital China;
- Representaciones e Investigaciones Médicas S.A. de C.V. (Rimsa) (Mexico) in its $2.3 billion acquisition by Teva Pharmaceutical Industries Limited (Israel);
- SanDisk Corp. in its 600 million joint venture with Toshiba Corporation (Japan) to construct and operate a new wafer fabrication facility in Japan;
- TAL International Group, Inc. in its merger-of-equals with Triton Container International Limited (Bermuda);
- TECO Energy, Inc. in its $10.4 billion acquisition by Emera, Inc. (Canada);
- The Travelers Companies, Inc. in its acquisition of a majority stake in the property casualty business of J. Malucelli Participações em Seguros e Resseguros S.A. (Brazil), its joint venture with Paraná Banco S.A. (Brazil);
- United Talent Agency, Inc. in its acquisition of The Agency Group Ltd. (United Kingdom);
-
Valeant Pharmaceuticals International, Inc. (Canada) in its:
- acquisition of Synergetics A, Inc.;
- $1 billion acquisition of Sprout Pharmaceuticals, Inc.; and
- $800 million acquisition of Mercury (Cayman) Holdings, the holding company of Amoun Pharmaceutical Company S.A.E. (Egypt);
- Vast Profit Holdings Limited (Hong Kong) in its proposed, unsolicited US$262 million going-private acquisition of Jiayuan.com International Ltd. (China);
- Veritas Capital in its acquisition of Standard Aero Holdings, Inc. (Canada) from Dubai Aerospace Enterprise (DAE) Ltd. (United Arab Emirates);
- WoWo Limited (China) in its acquisition of Join Me Group (HK) Investment Company Limited (JMU);
- XL Group plc (Ireland) in its pending US$4.2 billion recommended cash-and-stock acquisition of Catlin Group Limited (Bermuda); and
- the buyer consortium including Mr. Li Xiting, executive chairman of the board, president and co-chief executive officer of Mindray Medical International Limited (China), Mr. Xu Hang, chairman of the board, and Mr. Cheng Minghe, co-chief executive officer and chief strategic officer, in its unsolicited, but subsequently agreed upon, $3.3 billion going-private acquisition of Mindray Medical.
2014
- Archer Daniels Midland Company in its $3.1 billion acquisition of WILD Flavors GmbH (Switzerland);
- Ares Life Sciences AG (Switzerland) and Waypoint Capital in their acquisition of the remaining 30 percent stake in Euromedic International B.V. (the Netherlands) that they do not already own from Montagu Private Equity LLP (United Kingdom);
- the special committee of the Association of British Insurers as minority investor in Essar Energy plc (Mauritius) in a review of strategic alternatives in connection with Essar Global Fund Limited's proposed unsolicited acquisition of the 22 percent stake in Essar Energy it does not already own. Essar Global Fund Limited is based in India;
- Australian Government Future Fund in its acquisition of a 49 percent stake in a joint venture with Columbia Capital, LLC and Telcom Ventures LLC and the joint venture’s concurrent acquisition of wireless spectrum from Cox Communications, Inc.;
- Auxilium Pharmaceuticals Inc. in its acquisition of QLT Inc. (Canada). QLT will be renamed New Auxilium;
- Auxilium Pharmaceuticals Inc. in its initially unsolicited, but subsequently agreed upon, US$2.6 billion acquisition by Endo International plc (Ireland);
- BAIC Motor Co., Ltd. (China), a subsidiary of Beijing Automotive Group Co., Ltd., in its US$100 million investment in Atieva, Inc.;
- Baidu, Inc. (China) in its investment in Uber, Inc.;
- Bally Technologies, Inc. in its $100 million acquisition of Dragonplay Ltd. (Israel);
-
Banco BTG Pactual S.A. (Brazil) in:
- its acquisition of Ariel Re (Holdings) Limited (Bermuda) from Global Atlantic Financial Group (Bermuda); and
- its $1.7 billion acquisition of BSI S.A. (Switzerland), the private banking group owned by Assicurazioni Generali S.p.A. (Italy);
- Baring Private Equity Asia (Hong Kong) in its $205 million sale of Net Japan Co., Ltd. to ORIX Corporation (Japan);
- British Columbia Investment Management Corporation (Canada) as part of an investor group including Macquarie Infrastructure and Real Assets and John Hancock Financial Corporation, in their US$4.7 billion acquisition of Cleco Corporation;
- the buyer consortium consisting of FNOF E&M Investment Limited, a company managed by Forebright Partners Limited (Hong Kong), and Mr. Li Zhiyuan, the chairman and chief executive officer of Jinpan International Limited (China), in its proposed US$146 million going-private acquisition of Jinpan International;
- Cementos Argos (Colombia) in its US$720 million acquisition of the Florida cement and concrete businesses of Vulcan Materials Company;
- China Huaxin Post and Telecommunications Economy Development Centre in its US$362 million acquisition of the Enterprise business of Alcatel-Lucent S.A. (France);
- Chiquita Brands International Inc. in its pending merger with Fyffes plc (Ireland) under an Irish corporation;
- Chiquita Brands International, Inc. in its initially unsolicited, but subsequently agreed upon, US$681 million acquisition by Sucocitrico Cutrale Ltda (Brazil) and Safra Group (Brazil);
- Chocoladefabriken Lindt & Spruengli AG (Switzerland) in its acquisition of Russell Stover Candies, Inc.;
- the independent directors of the board of directors of Chrysler Group LLC in the US$4.35 billion acquisition by Fiat S.p.A. (Italy) of the remaining 41.5 percent stake in Chrysler that it did not already own;
- Citigroup Inc. in connection with its sale of Banco Citibank de Honduras and Cititarjetas de Honduras to Banco Ficohsa (Honduras);
- Cobham plc (United Kingdom) in its $1.5 billion acquisition of Aeroflex Holding Corp.;
- Colony Capital Acquisitions LLC in its US$220 million acquisition of a portfolio of 113 mixed residential and commercial properties from Intesa Sanpaolo S.p.A. (Italy);
- a consortium consisting of Morgan Stanley Private Equity Asia affiliate MSPEA Gas Holdings Limited (Cayman Islands), Zhongyu Gas Holdings Limited (Hong Kong), and Mr. Yuchuan Liu, chairman and chief executive officer of Sino Gas International Holdings Inc. (China), in its $74 million going-private acquisition of Sino Gas;
- a consortium consisting of MSPEA Education Holding Limited (Cayman Islands), an affiliate of Morgan Stanley Private Equity Asia Limited, and certain existing shareholders of Noah Education Holdings Ltd., including Mr. Xu Dong, chairman of the company, in its $107 million going-private acquisition of Noah Education (China);
- Ctrip.com International, Ltd. (China) in its partnership with The Priceline Group Inc. in which Priceline invested $500 million in Ctrip.com through a convertible bond;
- Danaher Corporation as U.S. securities counsel in its US$2.2 billion acquisition of Nobel Biocare Holding AG (Switzerland) via a tender offer;
- Destination Maternity Corporation in its unsolicited $453 million acquisition proposal for Mothercare plc (United Kingdom);
- Doughty Hanson & Co. Real Estate (United Kingdom) in its sale of Massalia Shopping Mall SCI (France) to Klepierre SA (France) and a private co-investor;
- DPx Holdings B.V. (the Netherlands) in its acquisition of Gallus Biopharmaceuticals, LLC;
- Endo International plc (Ireland) in its acquisition of Grupo Farmaceutico Somar (Mexico); and its $575 million acquisition of DAVA Pharmaceuticals, Inc.;
- FCT Health Holdings, a company formed by Formation Capital, LLC, Audax Group, Inc., SAFANAD Limited (Switzerland), Health Care REIT, Inc. and National Hospice Holdings, LLC, in its acquisition of Hospice Compassus, Inc.;
- FMR LLC and FIL Limited (Bermuda) in their US$164 million sale of KVH Co., Ltd. (Japan) to Colt Group S.A. (Luxembourg);
- Forge Group Inc. in the sale of all of the financially distressed company’s issued and outstanding shares of capital stock to DRA International Limited (South Africa). This sale was part of the liquidation in Australia of Forge Group Limited, the parent company of Forge Group Inc.;
- Formation Capital LLC as sponsor and HCP, Inc. as lender in the US$763 million acquisition by an acquisition vehicle backed by Formation Capital of the NHP Group (United Kingdom);
- Formation Capital, LLC in its US$870 million acquisition of substantially all of the U.S. business of Extendicare Inc. (Canada);
- Fortune Dynasty Holdings Limited (Hong Kong), a joint venture between the Vitol Group (the Netherlands) and Daniel Chiu, in its acquisition of the remaining 43 percent stake in Fortune Oil plc (Hong Kong) it did not already own;
- Fortress Investment Group LLC in its US$363 million repurchase of a 12 percent stake from Nomura Holdings, Inc. (Japan), the holding company for Nomura Securities International, Inc.;
- Fresenius Kabi AG (Germany) in its joint venture with Sistema JSFC (Russia) and Zenitko Finance Management LLC (Russia) to combine Fresenius’ Russian business with CJSC Binnofarm (Russia). Zenitko will own a minority stake in the joint venture company;
- Global Indemnity plc (Ireland) in its US$114 million acquisition of American Reliable Insurance Company from Assurant, Inc.;
- Government of Singapore Investment Corporation Pte. Ltd. (GIC) in its co-investment with Global Logistic Properties Limited (Singapore) to acquire IndCor Properties, Inc. from Blackstone Real Estate Advisors for US$8.1 billion;
- Hanley Wood, LLC in its US$375 million sale of Hanley Wood Exhibitions, Inc. to Informa plc (United Kingdom);
- Huapont-Nutrichem Co., Ltd. (China) in its $220 million acquisition of a 20 percent stake in Albaugh, LLC;
- Hydro-Québec (Canada) in the sale of the Bucksport power plant to Verso Bucksport LLC, a subsidiary of Verso Paper Holdings, LLC;
- Imerys SA (France) in its US$652.8 million acquisition of S&B Industrial Minerals GmbH (Germany);
- Integrated Whale Media Investments (Hong Kong) in its acquisition of a majority stake in Forbes Media LLC;
- InterGen N.V. in its acquisition of a 50 percent stake in the 155-megawatt initial phase of the Energía Sierra Juárez wind project in Mexico from Infraestructura Energética Nova, S.A.B. de C.V. (IEnova) (Mexico), an affiliate of Sempra Energy. When completed, this will be the first cross-border wind project between Mexico and the U.S.;
- Joh. A. Benckiser GmbH (Germany) as controlling shareholder of D.E Master Blenders 1753 N.V. (the Netherlands) in connection with the combination of the coffee businesses of D.E Master Blenders and Mondelez International, Inc. The combined company will be called Jacobs Douwe Egberts and will be based in the Netherlands;
- Joh. A. Benckiser GmbH (Germany) in its US$374 million acquisition of Einstein Noah Restaurant Group, Inc.;
- LCY Chemical Corp. (Taiwan) in the US$700 million sale of its styrenic block copolymer business to Kraton Performance Polymers Inc.;
- Ms. Roberta Lipson, the chief executive officer of Chindex International, Inc., and other members of the senior management as part of a consortium including TPG Capital, L.P. and Fosun Industrial Co., Ltd. (China) in their US$369 million going-private acquisition of Chindex;
- Longview Asset Management, LLC in connection with the US$8.7 billion acquisition of PetSmart, Inc. by a consortium led by BC Partners (United Kingdom);
- Marubeni Corporation in the expansion of Kalama Export Company LLC (KEC), its grain elevator export joint venture with Archer-Daniels-Midland Company (ADM) and Agrex Inc. (Japan) in the U.S. Pacific Northwest, as a result of Marubeni’s contribution of its grain export elevator operations at Terminal 5 in The Port of Portland, Oregon, to a subsidiary of KEC;
- MAXpower Group Pte Ltd. (Indonesia) in its sale of a 44 percent stake in Myanmar Power Pte Ltd. to Mitsui & Co. Ltd. (Japan);Merck KGaA (Germany) in its US$17 billion acquisition of Sigma-Aldrich Corporation;
- Miraca Holdings Inc. (Japan) in its joint venture with Baylor College of Medicine to provide laboratory developed genetic testing services;
- Nordion Inc. (Canada) in its US$727 million acquisition by Sterigenics International, Inc.;
-
OAO Severstal (Russia):
- in connection with the $140 million sale by its subsidiary, Canada Limited, of PBS Coals, Inc. to Corsa Coal Corp. (Canada); and
- in the $2.3 billion sale of its subsidiaries Severstal Columbus, LLC and Severstal Dearborn, LLC to Steel Dynamics Inc. and AK Steel Corporation;
- Otsuka Pharmaceutical Co., Ltd. (Japan) in its US$3.5 billion acquisition of Avanir Pharmaceuticals, Inc.;
- Permira Funds (United Kingdom) in the US$3.5 billion sale of its portfolio company, Arysta LifeScience Limited (Ireland) to Platform Specialty Products Corporation;
- Permira Funds (United Kingdom) in its US$1.1 billion sale of its portfolio company, Renaissance Learning Inc. to Hellman & Friedman LLC;
- Pfizer Inc. in connection with its proposed £55 billion acquisition of AstraZeneca PLC (United Kingdom) through a newly formed U.K. holding company;
- Rizal Commercial Banking Corporation (the Philippines) in its sale of a minority stake to Cathay Life Insurance Co., Ltd. (Taiwan), including a primary issuance of shares by RCBC and a secondary sale by an entity controlled by funds advised by CVC Asia Pacific Limited (Hong Kong) and International Finance Corporation, with the aggregate proceeds from the transaction at approximately US$402 million;
- The Sage Group plc (United Kingdom) in its US$158 million acquisition of PAI Group, Inc.;
- Sensata Technologies Holding N.V. (the Netherlands) in the US$1 billion acquisition by its wholly owned indirect subsidiary Sensata Technologies B.V. of Schrader International, Inc. from Madison Dearborn Partners, LLC;
- SMBC (Japan), a subsidiary of Sumitomo Mitsui Financial Group, Inc., in its proposed acquisition of a 9.5 percent stake in The Bank of East Asia, Limited (Hong Kong);
- Spotify Limited (United Kingdom) in its acquisition of The Echo Nest Corporation;
- State Farm Mutual Automobile Insurance Company and certain of its affiliates in connection with the US$1.5 billion sale of its Canadian property, casualty and life insurance businesses, as well as its Canadian mutual fund, loan and living benefits companies, to affiliates of Desjardins Group (Canada);
- Toyota Industries Corporation (Japan) in its US$2 billion acquisition of the commercial finance business of Toyota Motor Credit Corporation;
- TPG Capital, L.P. in TOMY Company, Ltd.’s (Japan) US$56 million repurchase of TPG’s remaining 4.6 percent stake in TOMY;
- Unitech Corporate Parks plc (Isle of Man) in the $349 million sale of the entire issued share capital of its subsidiary, Candor Investments Ltd. (Canada), to an affiliate of Brookfield Property Partners L.P. (Bermuda);
- United Talent Agency, Inc. in a joint venture with Edelman Public Relations Worldwide Pty Ltd. (Australia) to form a new sports and entertainment marketing company;
- Valeant Pharmaceuticals International, Inc. (Canada) in its proposed unsolicited $46 billion acquisition of Allergan Inc.;
- Validus Holdings, Ltd. (Bermuda) in its US$690 million acquisition of Western World Insurance Group, Inc.;
- Video Gaming Technologies, Inc. in its $1.3 billion acquisition by Aristocrat Leisure Ltd. (Australia);
- Visteon Corporation in the US$3.6 billion sale of its 70 percent stake in Halla Visteon Climate Control Corp. (South Korea) to an affiliate of Hahn & Company (South Korea) and Hankook Tire Co., Ltd. (South Korea);
- Wilton Re Holdings Limited (Bermuda) in its US$1.8 billion acquisition by Canada Pension Plan Investment Board; and
- XL Group plc (Ireland) in its initially unsolicited, but subsequently agreed upon, US$4.1 billion acquisition of Catlin Group Ltd. (Bermuda).
Financial Advisor and Other Nonprincipal Representations
2018
- Goldman Sachs International and Greenhill & Co. International LLP as joint financial advisors to a consortium of funds managed by Antin Infrastructure Partners (France) and West Street Infrastructure Partners (Cayman Islands) in their $732 million acquisition of CityFibre Infrastructure Holdings plc (United Kingdom).
- The Goldman Sachs Group, Inc. as financial advisor to the transaction committee of the board of directors of Reynolds American Inc. in its US$49 billion acquisition by British American Tobacco p.l.c (United Kingdom) of the remaining stake in Reynolds that is does not already own;
- Goldman, Sachs & Co. as financial advisor to Kennedy-Wilson Holdings, Inc. in its merger with Kennedy Wilson Europe Real Estate Plc (Channel Islands); and
- Lazard Ltd. as financial advisor to Civeo Corporation in its US$289 million acquisition of Noralta Lodge Ltd. (Canada).
2016
- BofA Merrill Lynch and RBC Capital Markets as financial advisors to Potash Corporation of Saskatchewan Inc. in connection with Potash’s $36 billion merger-of-equals with Agrium Inc. (Canada);
- J.P. Morgan Securities LLC as financial advisor to Sumitomo Corporation (Japan) in its $792 million acquisition of Fyffes plc (Ireland);
- Moelis & Company LLC as financial advisor to Assured Guaranty Corp. (Bermuda) in its $450 million acquisition of CIFG Holding Inc.;
- Morgan Stanley as financial advisor to Sagent Pharmaceuticals, Inc. in its $736 million acquisition by Nichi-Iko Pharmaceutical Co., Ltd. (Japan) via a tender offer; and
- Nomura Holdings, Inc. as financial advisor to Sunovion Pharmaceuticals Inc. in its $624 million acquisition of Cynapsus Therapeutics Inc. (Canada).
2015
- Bank of America Merrill Lynch as financial advisor to Hypermarcas S.A. (Brazil) in connection with its $1 billion sale of its beauty and personal care business;
- Citigroup Inc. as financial advisor to Neptune Orient Lines Limited (Singapore) in its proposed, unsolicited $2.4 billion acquisition by CMA CGM S.A. (France);
- Credit Suisse as financial advisor to Tokio Marine Holdings Inc. (Japan) in its US$7.5 billion acquisition of HCC Insurance Holdings Inc.;
- Evercore Group L.L.C. as financial advisor to Envivio, Inc. in its $120 million acquisition by Ericsson (Sweden);
-
Goldman, Sachs & Co. as financial advisor to:
- Iron Mountain Incorporated in its US$2.6 billion acquisition of Recall Holdings Limited (Australia);
- FUJIFILM Holdings Corporation (Japan) in its US$307 million acquisition of Cellular Dynamics International, Inc.; and
- Stericycle, Inc. in its $2.3 billion acquisition of Shred-it International Inc. (Canada);
- J.P. Morgan Securities LLC as financial advisor to Good Technology Corporation in its $425 million acquisition by BlackBerry Limited (Canada);
- Morgan Securities LLC as financial advisor to Equinix, Inc. in its US$3.6 billion acquisition of Telecity Group plc (United Kingdom); and
- Morgan Stanley as financial advisor to Dialog Semiconductor Plc (United Kingdom) in its $4.6 billion acquisition of Atmel Corporation.
2014
- Citigroup Inc. as financial advisor to Tim Hortons Inc. (Canada) in its $11 billion acquisition by Burger King Worldwide, Inc.;
- Goldman, Sachs & Co. as financial advisor to Talisman Energy Inc. (Canada) in its US$8.3 billion acquisition by Repsol, S.A. (Spain);
- Greenhill & Co. LLC as financial advisor to Cerner Corporation in its $1.3 billion acquisition of the assets of the Siemens Health Services business of Siemens AG (Germany);
- Greenhill & Co. LLC and Cenkos Securities plc as financial advisors to the management buy-in team of The Automobile Association Limited (The AA) (United Kingdom) in the proposed $2.4 billion acquisition of The AA via an accelerated initial public offering on the London Stock Exchange;
- Guggenheim Securities, LLC as financial advisor to Coastal Contacts Inc. (Canada) in its US$387 million acquisition by Essilor International SA (France);
- Jefferies LLC as financial advisor to GAIN Capital Holdings, Inc. in its US$116 million acquisition of City Index (Holdings) Limited (United Kingdom);
- J.P. Morgan Securities LLC as financial advisor to Perrigo Company plc (Ireland) in its US$4.5 billion acquisition of Omega Pharma NV (Belgium);
- JPMorgan Chase & Co. as financial advisor to International Rectifier Corporation in its $3 billion acquisition by Infineon Technologies AG (Germany);
- Lazard Ltd. as financial advisor to Google Inc. in its US$2.9 billion sale of Motorola Mobility Holdings, Inc. to Lenovo Group Limited (China); and
- Zaoui & Co. LLP as financial advisor to GlaxoSmithKline plc (United Kingdom) in its joint venture with Novartis AG (Switzerland) to combine their consumer health care businesses. As part of this transaction, GlaxoSmithKline acquired Novartis’ global vaccines division for US$5.3 billion and sold its oncology business to Novartis for US$16 billion.
2018
- Leagold Mining Corporation as co-counsel in its initially unsolicited, but subsequently agreed upon, $279 million acquisition of Brio Gold Inc. Both companies are based in Canada; and
- SJW Group in its evaluation and rejection of an unsolicited $1.9 billion acquisition proposal from California Water Service Group.
2017
- Air Products and Chemicals, Inc. in its proposed, but terminated, unsolicited acquisition of Yingde Gases Group Company Limited (Hong Kong);
- Dr. Shawn Qu, the chairman, president and CEO of Canadian Solar Inc., in his proposed, unsolicited going-private acquisition of the remaining stake in Canadian Solar he does not already own;
- Forestar Group Inc. in the unsolicited, but subsequently agreed upon, acquisition of a 75 percent stake for $605 million by D.R. Horton, Inc.;
- OneMain Holdings, Inc. in its proposed, but terminated, unsolicited takeover via an exchange offer by IEG Holdings Corporation;
- The supervisory board of STADA Arzneimittel AG (Germany) in its initially unsolicited, but subsequently agreed upon, $5.6 billion acquisition by Bain Capital, LP and Cinven Partners, LLP (United Kingdom); and
- The Washington Companies as co-counsel in its initially unsolicited, but subsequently agreed upon, $1.2 billion acquisition of Dominion Diamond Corporation (Canada).
2016
- American Capital, Ltd. in two transactions as a result of a strategic review launched under pressure from activist investor Elliott Associates LP, American Capital's largest shareholder: its sale to Ares Capital Corporation, excluding American Capital Mortgage Management, LLC, for $3.43 billion and its sale of American Capital Mortgage Management to American Capital Agency Corp. for $562 million;
- American Financial Group, Inc. (AFG) in its initially unsolicited, but subsequently agreed upon, $320 million acquisition of the remaining stake in National Interstate Corporation not already owned by AFG’s subsidiary, Great American Insurance Company;
- Baxter International Inc. in connection with the initially unsolicited, but subsequently agreed upon, $32 billion combination of Baxalta Incorporated and Shire plc (Ireland);
- F.I.L.A. (Italy) in its proposed, unsolicited acquisition of Canson Group (France) from Groupe Hamelin S.A. (France);
- Gannett Co., Inc. in its proposed, unsolicited $815 million acquisition of Tribune Publishing Company;
- a consortium of investors including GL Capital Management Limited (Hong Kong), Jade Park Investments Ltd. (Cayman Islands), Bank of China Group Investment Ltd. (Hong Kong) and ABG Management Ltd (Cayman Islands) in its proposed, unsolicited going-private acquisition of SciClone Pharmaceuticals, Inc.;
- Newcastle Investment Corp. in its agreement with BLR Partners LP to appoint a director to Newcastle’s board of directors;
- The special committee of the board of directors of SolarCity Corporation in its initially unsolicited, but subsequently agreed upon, $2.6 billion acquisition by Tesla Motors, Inc.;
- Stewart Information Services Corporation in the proposed reclassification of its common stock to eliminate its dual class structure; and
- the special committee of the board of directors of China Ming Yang Wind Power Group Limited in its initially unsolicited, but subsequently agreed upon, $408 million going-private acquisition by a consortium of investors including Mr. Chuanwei Zhang, the chairman and chief executive officer of the company, of the remaining 67 percent stake they do not already own in China Ming Yang.
2015
- American Capital Ltd. in its response to activist investors Orange Capital LLC and Elliott Management Corp.;
- Brookdale Senior Living Inc. in its receipt of a notice of nomination of three director candidates for election to the Brookdale Board of Directors at the company’s 2015 Annual Meeting of Stockholders from Sandell Asset Management Corp.;
- E. I. du Pont de Nemours and Company in connection with Trian Fund Management, L.P.’s unsuccessful efforts to have four Trian nominees elected to DuPont’s Board of Directors;
- Fifth Street Finance Corp. in its response to RiverNorth Capital Management, LLC’s nomination of three candidates for election to Fifth Street Finance’s board of directors and proposal to terminate the Investment Advisory Investment Agreement between Fifth Street Finance and Fifth Street Management LLC;
- Fifth Street Senior Floating Rate Corp. in its response to Ironsides Partners Special Situations Master Fund II L.P.’s nomination of two candidates for election Fifth Street Senior Floating Rate’s board of directors and proposal to terminate the Investment Advisory Agreement between Fifth Street Senior Floating Rate and Fifth Street Management LLC;
- Forestar Group Inc. in its response to an activist position by JCP Investment Management, LLC;
- Hardinge Inc. in its exploration of strategic alternatives to enhance shareholder value;
- Horizon Pharma plc (Ireland) as co-counsel in its proposed, unsolicited $3 billion acquisition of DepoMed Inc.;
- Itron, Inc. in its agreement with Coppersmith Capital Management and Scopia Capital Management to add two directors to the Itron board of directors;
- The Manitowoc Company in connection with Carl Icahn’s filing of a 13D. Subsequently, The Manitowoc Company announced its intention to spin off its foodservice businesses and create two independent, publicly traded companies as part of a tax-free transaction;
- Maxwell Technologies Inc. in its response to activist investor Vertex Capital;
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the special committee of the board of directors of Mecox Lane Limited (China) in:
- its evaluation of an unsolicited going-private acquisition proposal from a buyer group; and
- its initially unsolicited, but subsequently agreed upon, going-private acquisition by a consortium comprised of CNshangquan Limited (China), ChinaEquity USD Fortune Co., Ltd. and Chinaequity Capital Investments Co., Limited;
- Norfolk Southern Corporation in its evaluation and rejection of a $28.4 billion unsolicited acquisition proposal by Canadian Pacific Railway Limited (Canada);
-
Pinnacle Entertainment Inc. in:
- the unsolicited, but subsequently agreed upon, acquisition of substantially all of its real estate by Gaming and Leisure Properties, Inc.; and
- its response to a threatened proxy fight by Unite Here relating to Pinnacle’s separation of its casinos into a publicly traded real estate investment trust;
- Stewart Information Services Corporation in its receipt of a notice of nomination of five director candidates for election to the Stewart Board of Directors at the company’s 2015 Annual Meeting of Stockholders from Bulldog Investors, LLC;
- Tempur Sealy International Inc. in its response to H Partners Capital, LLC’s withhold campaign against Tempur Sealy and its efforts to seek leadership changes at the Company;
- Vast Profit Holdings Limited (Hong Kong) in its proposed, unsolicited US$262 million going-private acquisition of Jiayuan.com International Ltd. (China); and
- the buyer consortium including Mr. Li Xiting, executive chairman of the board, president and co-chief executive officer of Mindray Medical International Limited (China), Mr. Xu Hang, chairman of the board, and Mr. Cheng Minghe, co-chief executive officer and chief strategic officer, in its unsolicited, but subsequently agreed upon, $3.3 billion going-private acquisition of Mindray Medical.
2014
- AutoNavi Holdings Limited in the US$1.6 billion unsolicited acquisition by Alibaba Group Holding Limited of the remaining 72 percent stake in AutoNavi that it did not already own. Both companies are based in China;
- Auxilium Pharmaceuticals Inc. in its initially unsolicited, but subsequently agreed upon, US$2.6 billion acquisition by Endo International plc (Ireland);
- Chiquita Brands International, Inc. in its initially unsolicited, but subsequently agreed upon, US$681 million acquisition by Sucocitrico Cutrale Ltda (Brazil) and Safra Group (Brazil);
- Ciber, Inc. in its response to, and ultimate settlement of, a potential proxy contest with activist shareholder Lone Star Value Management, LLC;
- Destination Maternity Corporation in its unsolicited US$453 million acquisition proposal for Mothercare plc (United Kingdom);
- Endurance Specialty Holdings Ltd. in its unsolicited $3.2 billion acquisition of Aspen Insurance Holdings Ltd. Both companies are based in Bermuda;
- Hillshire Brands Company (formerly Sara Lee Corporation) its US$8.6 billion unsolicited acquisition by Tyson Foods, Inc.;
- Jos. A. Bank Clothiers Inc. in its unsolicited, but subsequently agreed upon, US$1.8 billion acquisition by The Men’s Wearhouse, Inc.;
- Osisko Mining Corporation in connection with a US$2.4 billion unsolicited bid from Goldcorp Inc. Both companies are based in Canada;
- Prospect Co., Ltd. in its proposed, unsolicited acquisition of Yutaka Shoji Co., Ltd. Both Prospect and Yutaka Shoji are based in Japan;
- Valeant Pharmaceuticals International, Inc. (Canada) in its proposed unsolicited $46 billion acquisition of Allergan Inc.;
- Violin Memory, Inc. in its settlement agreement with activist shareholder Clinton Relational Opportunity Master Fund, L.P. in which Clinton successfully added a member to Violin’s board; and
- XL Group plc (Ireland) in its initially unsolicited, but subsequently agreed upon, US$4.1 billion acquisition of Catlin Group Ltd. (Bermuda).
Financial Advisor Representations
2015
Citigroup Inc. as financial advisor to Neptune Orient Lines Limited (Singapore) in its proposed, unsolicited $2.4 billion acquisition by CMA CGM S.A. (France).
2018
- Baidu, Inc. (China) in its $1.9 billion sale of a majority stake in its financial services business to a consortium led by TPG Capital, L.P. and The Carlyle Group L.P.;
- HgCapital LLP (United Kingdom) in its sale of:
- Frösunda Holdco AB (Sweden) to The Adolfsen Group (Norway); and
- Radius GGE, Inc. to Vistra Holdings S.à r.l. (Luxembourg);
- OneMain Holdings, Inc. in the $1.5 billion acquisition of a 40 percent stake by an investor group led by Apollo Global Management, LLC and Värde Partners, Inc.;
- Permira Funds Ltd. (United Kingdom) with the antitrust aspect of its acquisition of a majority stake in Exclusive Networks Ltd. (France); and
- Tennenbaum Capital Partners, LLC in its sale to BlackRock, Inc.
2017
- AMP Capital Investors Limited (Australia) in its acquisition of a 25 percent stake in PCCP LLC;
- Atrium Innovations Inc. (Canada) and Permira Funds (United Kingdom) in Atrium Innovations' US$2.3 billion acquisition by Nestlé Health Science S.A. (Switzerland) from a group of investors including a company backed by the Permira Funds;
- BlackRock, Inc. in its acquisition of First Reserve Energy Infrastructure Funds, the equity infrastructure franchise of First Reserve Corporation;
- CPI International Holding Corp. in its acquisition by Odyssey Investment Partners, LLC from affiliates of Veritas Capital Fund Management, LLC;
- DH Private Equity Partners (United Kingdom) and Middenberm Group (Luxembourg) in the US$2 billion sale of TMF Group Holding B.V. (the Netherlands) to funds advised by CVC Capital Partners Limited (United Kingdom);
- Five Point Capital Partners LLC in its formation of a joint venture with Matador Resources Company to own, operate and expand natural gas, crude oil, and produced water midstream assets in the Delaware Basin, including Matador's midstream assets in Eddy County, New Mexico and Loving County, Texas. The joint venture company is called San Mateo Midstream, LLC;
- Fortress Investment Group LLC in its US$3.3 billion acquisition by SoftBank Group Corp. (Japan);
- HgCapital LLP (United Kingdom):
- as lead investor in KKR & Co. L.P.'s $1.8 billion sale of a stake in Visma Group Holdings (Norway). This is the largest ever software buyout in Europe and one of the top five globally; and
- in its proposed sale of Ullink SAS (France) to Itiviti AB (Sweden), a portfolio company of Nordic Capital (Sweden);
- Highview Capital, LLC in its acquisition, along with Victory Park Management, LLC, of substantially all of the assets of Katy Industries, Inc. as part of Katy Industries' Chapter 11 reorganization;
- MSX International, Inc. (as co-counsel) in its acquisition by Bain Capital Private Equity;
- OMERS Private Equity (Canada) in its US$1 billion investment in Allied World Assurance Company Holdings, AG (Switzerland);
- Permira Funds (United Kingdom) in:
- its US$1.8 billion acquisition of Duff & Phelps Corporation; and
- its acquisition of DiversiTech Corporation from an affiliate of The Jordan Company, L.P.;
- Pine Brook Road Partners, LLC in its acquisition of Triumph Capital Advisors, LLC from Triumph Bancorp, Inc.;
- Ready Pac Foods, Inc. and its majority shareholder, H.I.G. Bayside Capital, in its acquisition by Bonduelle SA (France);
- Sealed Air Corporation in its US$3.2 billion sale of New Diversey to Bain Capital Private Equity, LP;
- The supervisory board of STADA Arzneimittel AG (Germany) in its initially unsolicited, but subsequently agreed upon, $5.6 billion acquisition by Bain Capital, LP and Cinven Partners, LLP (United Kingdom);
- SunEdison, Inc. in its US$2.5 billion sale of TerraForm Global, Inc. and a 51 percent stake in TerraForm Power, Inc. to Brookfield Asset Management Inc. (Canada);
- The Travelers Companies, Inc. in its US$490 million acquisition of Simply Business (United Kingdom) from Aquiline Capital Partners LLC;
- Veritas Capital in its US$755 million acquisition of the capital services business of Chicago Bridge & Iron Company N.V. (the Netherlands); and
- The Warranty Group, Inc. and its parent company TPG Capital, L.P. in Warranty Group's US$2.5 billion acquisition by Assurant, Inc.
2016
- Affiliated Managers Group in its acquisition of an equity interest in Baring Private Equity Asia (Hong Kong);
- BA Glass BV (the Netherlands) in its $1 billion joint acquisition with CVC Capital Partners Limited (United Kingdom) of Anchor Glass Container Corporation from KPS Capital Partners, LP;
- Coty Inc. in its $510 million acquisition of ghd (United Kingdom) from Lion Capital LLP (United Kingdom);
- Del Real Foods in an investment by Palladium Equity Partners;
- Doughty Hanson & Co. (United Kingdom) in its $1.65 billion sale of LM Wind Power A/S (Denmark) to General Electric Company;
- Equistone Partners Europe GmbH (United Kingdom) in its sale of Konrad Hornschuch AG (Germany) to Benecke-Kaliko AG (Germany);
- a consortium of investors including GL Capital Management Limited (Hong Kong), Jade Park Investments Ltd. (Cayman Islands), Bank of China Group Investment Ltd. (Hong Kong) and ABG Management Ltd (Cayman Islands) in its proposed, unsolicited going-private acquisition of SciClone Pharmaceuticals, Inc.;
- Jacobs Douwe Egberts B.V. (Netherlands) in a joint venture with Hillhouse Capital Management, Ltd. (China), which will focus on marketing and selling coffee, tea products and appliances to retail, wholesale, e-commerce, and out-of-home customers in China, Hong Kong, Macau and Taiwan;
- A buyer consortium consisting of Mr. Gao Jifan, Trina Solar Limited chairman and CEO; Shanghai Xingsheng Equity Investment & Management Co., Ltd.; Shanghai Xingjing Investment Management Co., Ltd.; Great Zhongou Asset Management (Shanghai) Co., Ltd.; and Liuan Xinshi Asset Management Co., Ltd in its $1.1 billion going-private acquisition of Trina Solar. All companies are based in China;
- J.P. Morgan Asset Management, Inc. in its acquisition of an additional 48 percent stake in Sonnedix Power Holdings Ltd., its joint venture company with Sonnedix Management Services Ltd. (Italy);
- J.W. Childs Associates, L.P. in its $333 million sale of Esselte Group Holdings AB (Luxembourg) to ACCO Brands Corporation;
- Lattice Semiconductor Corporation in its $1.3 billion going-private acquisition by Canyon Bridge Capital Partners;
- MISA Investments Limited (Bermuda), the parent company of Viking Cruises, Ltd., in its $500 million sale of a 17 percent stake to TPG Capital, L.P. and Canada Pension Plan Investment Board;
- Permira Funds (United Kingdom) in its $336 million acquisition of a majority stake in John Masters Organics, Inc.;
- Veritas Capital in the $820 million acquisition by its affiliate of Verisk Health, Inc. from Verisk Analytics, Inc.;
- WellDyneRx, Inc. as co-counsel in its acquisition by The Carlyle Group LP;
- Wendel (France) and its portfolio company AlliedBarton Security Services LLC in AlliedBarton's merger with Universal Services of America, Inc. The combined company will be named AlliedUniversal; and
- WL Ross Holding Corp. in its $1.7 billion acquisition of Nexeo Solutions Holdings, LLC from TPG Capital.
2015
-
Apax Partners LLP (United Kingdom) in:
- its acquisition of a controlling interest in FULLBEAUTY Brands, Inc.; and
- the US$800 million acquisition by Apax-advised funds of Quality Distribution, Inc.;
- the co-founders of Ares Management, L.P. in its $2.6 billion merger with Kayne Anderson Capital Advisors, L.P. to form a new company called Ares Kayne Management, L.P.;
- Calera Capital as selling shareholder in the $780 million sale of HMK Mattress Holdings LLC to Mattress Firm Holding Corp.;
- The Carlyle Group LP in its equity investment in Rede D’Or São Luiz S.A. (Brazil);
- The Coca-Cola Company as selling shareholder in the $13.9 billion sale of Keurig Green Mountain, Inc. to an investor group led by JAB Holding Company (Germany);
- Crestview Partners, L.P. and Pine Brook Road Partners, LLC as founding investors in a US$1.5 billion equity capital raise by Fidelis Insurance Holdings Limited (Bermuda);
-
Doughty Hanson & Co (United Kingdom) in:
- its sale of TV3 Television Network Limited (Ireland) to UPC Ireland B.V.;
- the €875 million sale of its stake in Eurofiber Nederland B.V. to funds managed by Antin Infrastructure Partners S.A.S. (France); and
- its sale of a 70 percent stake in Balta Industries N.V. (Belgium) to Lone Star Funds;
- Fox Paine & Company, LLC and its portfolio company Cradle Holdings, Inc. in their sale of Penhaligon’s Ltd. (United Kingdom) and L’Artisan Parfumeur SA (France) to Puig S.L. (Spain);
- Freescale Semiconductor, Ltd. and a private equity consortium including The Blackstone Group L.P., The Carlyle Group LP, Permira Funds (United Kingdom) and TPG Capital, L.P. in Freescale’s US$11.8 billion acquisition by NXP Semiconductors NV (the Netherlands);
- GoldStone Investment Co., Ltd. (China) as a member of a consortium, which includes Hua Capital Management Co., Ltd. (China) and CITIC Capital Holdings Limited (Hong Kong), in its US$1.9 billion acquisition of OmniVision Technologies, Inc.;
- JLL Partners in its acquisition of Pioneer Sand Company, Inc. and Pioneer Landscaping Materials, Inc.;
- Oaktree Capital Management, L.P. and certain of its affiliates in the $102.5 million sale of a 51.5 percent stake in Alliance HealthCare Services, Inc. to Fujian Thaihot Investment Co., Ltd. (China);
-
Permira Funds (United Kingdom) in:
- the $2.8 billion sale of its portfolio company Iglo Foods Holdings Limited (United Kingdom) to Nomad Holdings Limited (British Virgin Islands); and
- its $765 million sale of Pharmaq A.S. (Norway) to Zoetis Inc.;
- The PMI Group, Inc. in a strategic investment by The Blackstone Group L.P.;
- the special committee of the board of directors of Qihoo 360 Technology Co. Ltd. in its $9.3 billion going-private acquisition by a consortium including Mr. Zhou Hongyi, chairman and chief executive officer of Qihoo, CITIC Capital Securities Co., Ltd., Golden Brick Capital, China Renaissance Holdings Limited, and Sequoia Capital China. This is the largest-ever going-private deal for a Chinese company listed in the U.S.;
- RPX Corporation in its $232 million acquisition of Inventus Solutions, Inc. from investors led by Clearlake Capital Group, LP.;
- Silver Point Capital, L.P. in the sale of its interest in oil and gas properties off the coast of Southern California to Memorial Production Partners LP;
- Tengram Capital Partners, L.P., the controlling owner of Robert Graham Designs, LLC, and certain of its affiliates in the merger of the Hudson business of Joe’s Jeans Inc. with RG Parent LLC, the parent company of Robert Graham; and
- Veritas Capital in its acquisition of GE Intelligent Platforms Embedded Systems Inc. from General Electric Company.
2014
- Apax Partners LLP (United Kingdom) in the sale of a majority stake in Advantage Sales & Marketing LLC to affiliates of Leonard Green & Partners, L.P. and funds advised by CVC Capital Partners Limited (United Kingdom);
- ArcLight Capital Partners, LLC in its sale of a 50.1 percent stake in Southeast PowerGen, LLC to The Carlyle Group LP;
- Baring Private Equity Asia (Hong Kong) in its $205 million sale of Net Japan Co., Ltd. to ORIX Corporation (Japan);
- BlackRock Advisors, LLC in its acquisition of certain assets of BlackRock Kelso Capital Advisors LLC;
- Deutsche Bank AG in its $1.7 billion sale of The Cosmopolitan of Las Vegas, a hotel and casino, to Blackstone Real Estate Partners VII, L.P.;
- Equistone Partners Europe GmbH in its acquisition of Caseking GmbH from Afinum Management GmbH. All three companies are based in Germany;
- Five Point Capital Partners and GSO Capital Partners LP as part of an investor group in its acquisition of Twin Eagle Resource Management, LLC;
- Formation Capital LLC as sponsor and HCP, Inc. as lender in the US$763 million acquisition by an acquisition vehicle backed by Formation Capital of the NHP Group (United Kingdom);
- Formation Capital, LLC in its US$870 million acquisition of substantially all of the U.S. business of Extendicare Inc. (Canada);
- Fortress Investment Group LLC in its US$363 million repurchase of a 12 percent stake from Nomura Holdings, Inc. (Japan), the holding company for Nomura Securities International, Inc.;
- the key investors in AmericanWest Bank N.A., Friedman Fleischer & Lowe, LLC and Oaktree Capital Management, L.P. in connection with the US$702 million merger of AmericanWest with Banner Corporation;
- Ms. Roberta Lipson, the chief executive officer of Chindex International, Inc., and other members of the senior management as part of a consortium including TPG Capital, L.P. and Fosun Industrial Co., Ltd. (China) in their US$369 million going-private acquisition of Chindex;
- Longview Asset Management, LLC in connection with the US$8.7 billion acquisition of PetSmart, Inc. by a consortium led by BC Partners (United Kingdom);
- Permira Funds (United Kingdom) in the US$3.5 billion sale of its portfolio company, Arysta LifeScience Limited (Ireland) to Platform Specialty Products Corporation;
- Permira Funds (United Kingdom) in its US$1.1 billion sale of its portfolio company, Renaissance Learning Inc. to Hellman & Friedman LLC;
- the management team of River Road Asset Management, LLC in its acquisition by Affiliated Managers Group Inc. from Aviva Investors North America Holdings Inc.;
- Robb Report in its acquisition by Rockbridge Growth Equity, LLC;
- Sentinel Capital Partners, LLC in its acquisition of Hollander Home Fashions Holdings, LLC;
- Stone Point Capital LLC in connection with the US$299 million merger-of-equals of its portfolio company, VantageSouth Bancshares, Inc., with Yadkin Financial Corporation;
- TOMS Shoes, Inc. in the sale of a 50 percent stake to Bain Capital;
- TPG Capital, L.P. in its US$1.5 billion acquisition of The Warranty Group, Inc.; and
- TPG Capital, L.P. in TOMY Company, Ltd.’s (Japan) US$56 million repurchase of TPG’s remaining 4.6 percent stake in TOMY.
Transactions Involving Private Equity Affiliates or Portfolio Companies
2018
- Del Frisco's Restaurant Group, Inc. and its board of directors in the $325 million acquisition of Barteca Restaurant Group, LLC from funds managed by Rosser Capital Partners and General Atlantic LLC;
- DIXY Group (Russia) in its $150 million repurchase of a 20 percent stake in PJSC DIXY Group (Russia) from funds managed by Prosperity Capital Management Ltd. (Cayman Islands) in a going-private transaction;
- Duff & Phelps Corporation, a portfolio company of Permira Advisers Ltd., in its acquisition of Kroll, Inc. from Corporate Risk Holdings, LLC;
- First Solar, Inc. in connection with the sale of 8point3 Energy Partners LP to CD Clean Energy and Infrastructure V JV, LLC, an investment fund managed by Capital Dynamics, Inc., for $1.7 billion (enterprise value);
- Funds managed by Stone Point Capital LLC, along with Barry D. Zyskind, chairman and CEO of AmTrust Financial Services, Inc., George Karfunkel and Leah Karfunkel, in their proposed joint acquisition of the remaining stake in AmTrust that the Karfunkel-Zyskind family does not already own or control;
- Sovos Compliance, LLC, a portfolio company of HgCapital LLP (United Kingdom), in its acquisition of TrustWeaver AB (Sweden); and
- Toshiba Corporation (Japan) in the $2.2 billion sale of its claims against Westinghouse Electric Company LLC to Nucleus Acquisition LLC, a consortium controlled by The Baupost Group, LLC, and the sale of its Westinghouse-related shares to Brookfield WEC Holdings LLC (Canada).
2017
- Alter Domus Group (Luxembourg), a portfolio company of Permira Funds (United Kingdom), in its acquisition of Cortland Capital Market Services LLC;
- A company backed by Permira Funds (United Kingdom) in its acquisition of Lyophilization Services of New England, Inc.;
- An affiliate of Veritas Capital in its US$690 million acquisition of the government IT services business of Harris Corporation;
- Anaren, Inc. in its US$775 million acquisition by TTM Technologies, Inc. from affiliates of Veritas Capital;
- DH Private Equity Partners (United Kingdom) and Middenberm Group (Luxembourg) in the US$2 billion sale of TMF Group Holding B.V. (the Netherlands) to funds advised by CVC Capital Partners Limited (United Kingdom);
- Emergency Communications Network, LLC, a portfolio company of Veritas Capital, in its acquisition of SWN Communications Inc.;
- Engen Limited (South Africa) in the sale of certain downstream assets in ten countries in Africa to Vivo Energy Holding BV (the Netherlands), a portfolio company of Helios Investment Partners LLP (United Kingdom), in exchange for a minority stake in Vivo;
- Excelitas Technologies Corp., a portfolio company of Veritas Capital, in its acquisition by AEA Investors LP;
- Fidelity & Guaranty Life (FGL) in its $1.8 billion acquisition by CF Corporation. As part of this transaction, an investor group including the founders of CF Corporation, Chinh E. Chu, and William P. Foley, funds affiliated with The Blackstone Group L.P. and Fidelity National Financial, Inc. agreed to invest $900 million to fund the acquisition, and FGL entered into an investment management agreement with affiliates of Blackstone;
- Funds managed by Oaktree Capital Management, L.P. in its joint venture with Sachs Electric Co.;
- HgCapital LLP (United Kingdom) in its proposed sale of Ullink SAS (France) to Itiviti AB (Sweden), a portfolio company of Nordic Capital (Sweden);
- SMI Holdings, Inc., the parent company of Stampede Meat, Inc., in its acquisition by an affiliate of Wynnchurch Capital, LLC; and
- StandardAero, Inc. and its parent company, Veritas Capital, in StandardAero's acquisition of PAS Technologies Inc. from KRG Capital Partners.
2016
- Funds advised by Apax Partners LLP (United Kingdom) in its acquisition of a majority stake in Duck Creek Technologies, Inc. from Accenture plc (Ireland);
- Becton, Dickinson and Company in its $500 million sale of a 50.1 percent stake in its respiratory solutions business to funds advised by Apax Partners LLP (United Kingdom) and formation of a joint venture with Apax that will operate as a new, independent company;
- Brookdale Senior Living Inc. in its $170 million acquisition of a 15 percent stake in a joint venture with affiliates of The Blackstone Group L.P. As part of the transaction, Blackstone will acquire a portfolio of 64 communities from HCP, Inc. for $1.1 billion, which will be managed by Brookdale;
- a buyer consortium consisting of affiliates of Forebright Capital Management Ltd. (Hong Kong) in its $99 million going-private acquisition of Jinpan International Limited (China);
- An acquisition group including Great Elm Capital Group, Inc. and funds managed by MAST Capital Management, LLC in its acquisition of Full Circle Capital Corporation; and
- A company backed by Permira Funds (United Kingdom) in its $1.5 billion sale of Intelligrated Inc. to Honeywell International Inc.
2015
- Ares Life Sciences AG (Switzerland) in the acquisition by its portfolio company Stallergenes S.A. (France) of Greer Laboratories, Inc.;
- affiliates of The Carlyle Group LP, Sequoia Capital and Actis Capital, LLP (United Kingdom) in the $1.3 billion sale of an 81 percent stake in Keystone Lodging Holdings Ltd. to Shanghai Jinjiang International Hotels Development Co.;
- First Eagle Investment Management, LLC in its $4 billion acquisition by private equity funds managed by The Blackstone Group L.P. and Corsair Capital LLC; and
- Life Time Fitness, Inc. in its US$4 billion acquisition by affiliates of Leonard Green & Partners, L.P. and TPG Capital, L.P.
2014
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Brookdale Senior Living Inc. (a portfolio company of Fortress Investment Group LLC) in:
- its US$2.8 billion merger with Emeritus Corporation;
- its $1.2 billion joint venture with HCP, Inc. to own and operate entry fee continuing care retirement communities; and
- the sale by certain affiliates of Fortress Investment Group LLC of their remaining 14 percent stake in Brookdale via a $640 million secondary offering of Brookdale’s common stock;
- Digital River, Inc. in its US$840 million acquisition by an investor group led by Siris Capital Group, LLC;
- FCT Health Holdings, a company formed by Formation Capital, LLC, Audax Group, Inc., SAFANAD Limited (Switzerland), Health Care REIT, Inc. and National Hospice Holdings, LLC, in its acquisition of Hospice Compassus, Inc.; and
- Raging Bull Acquisition Company LLC, an acquisition vehicle of funds managed by private equity firm Oaktree Capital Management, L.P., in its US$54 million acquisition of the assets of Quantum Foods, LLC as part of Quantum’s Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the District of Delaware.
Financial Advisor and Other Nonprincipal Representations
2018
- Deutsche Bank Securities Inc. and The Goldman Sachs Group, Inc. as financial advisors to Wyndham Worldwide Corporation in the $1.3 billion sale of its European vacation rental business to Platinum Equity, LLC; and
- Goldman Sachs International and Greenhill & Co. International LLP as joint financial advisors to a consortium of funds managed by Antin Infrastructure Partners (France) and West Street Infrastructure Partners (Cayman Islands) in their $732 million acquisition of CityFibre Infrastructure Holdings plc (United Kingdom).
Underwriter and Financial Advisor Representations
2016
- Centerview Partners LLC as financial advisor to Diamond Resorts International, Inc. in its $2.2 billion acquisition by Apollo Global Management, LLC.
2015
- Greenhill & Co. as financial advisor to the special committee of Blount International, Inc. in its $855 million acquisition by affiliates of American Securities LLC and P2 Capital Partners, LLC.
2016
- BTG Pactual Group S.A. (Brazil) in the $1.6 billion spin-off of a portion of its commodity-trading unit. The division will be renamed Engelhart Commodities Partners; and
- HCP, Inc. in the spin-off of its HCR ManorCare portfolio of skilled nursing and assisted living assets into an independent, publicly traded real estate investment trust.
2015
- Armstrong World Industries, Inc. in the tax-free spin-off of its flooring and ceiling businesses into two separate, publicly traded companies;
- Citrix Systems, Inc. in the spin-off of its GoTo family of products into a separate, publicly traded company;
- Israel Corporation Ltd. in its spin-off of Kenon Holdings Ltd. (Singapore) into a separate, publicly traded company; and
- Yahoo! Inc. in the tax-free spin-off of its holdings in Alibaba Group Holding Limited (China) into a separate, publicly traded company.
2014
- Pinnacle Entertainment Inc. in the proposed separation of its operating assets and its real estate assets into two separate, publicly traded companies; and
- Windstream Corporation in its spin-off of certain telecommunications network assets into a separate, publicly traded real estate investment trust.
Selected 2013 to 2017 Experience With Acquisition Activity Related to Corporate Restructurings
2017
- EMAS Chiyoda Subsea Limited (United Kingdom) in its sale of certain businesses to Subsea 7 S.A. (Luxembourg) as part of EMAS's Chapter 11 bankruptcy;
- Highview Capital, LLC in its acquisition, along with Victory Park Management, LLC, of substantially all of the assets of Katy Industries, Inc. as part of Katy Industries' Chapter 11 reorganization;
- JD.com, Inc. in the US$2.1 billion spin-off of its 68.6 percent stake in JD Finance, its finance business. Both companies are based in China;
- Kensington & Global Limited (United Kingdom) and Danpark Enterprises Limited LLC in the divestiture of their controlling interests in Procesadora Nacional de Alimientos C.A. (Pronaca) (Ecuador) to Corporación Multi Inversiones (Guatemala) and other shareholders of the company;
- Key Safety Systems, Inc. in its $1.6 billion acquisition of substantially all of the assets and operations of Takata Corporation (Japan), as part of Takata's Chapter 11 case; and
- Trinity Industries, Inc. in the proposed tax-free spin-off of its infrastructure-related businesses.
2016
- Sealed Air Corporation in the proposed tax-free spin-off of its Diversey Care division and the food hygiene and cleaning business within its Food Care division into a new company called New Diversey;
-
SunEdison, Inc. in its:
- $80 million sale of 22 renewable energy projects in Minnesota to SoCore Energy, a subsidiary of Edison International, in connection with SunEdison’s Chapter 11 reorganization in the U.S. Bankruptcy Court for the Southern District of New York; and
- $80 million sale of the Mount Signal 2 solar project to an affiliate of D.E. Shaw Renewable Investments LLC, and its $24 million sale of certain interconnection rights related to the Mount Signal 3 solar project to 8minutenergy Renewables, LLC. These sales are part of SunEdison’s Chapter 11 reorganization in the U.S. Bankruptcy Court for the Southern District of New York.
2015
- BCBG Max Azria Group, LLC in its recapitalization. As part of the transaction, BCBG received a US$135 million cash infusion from investors including affiliates of Guggenheim Partners, LLC, restructured its debt and strengthened its balance sheet;
- the debtor-in-possession lender and prepetition secured lender for Rdio, Inc. in Rdio’s Chapter 11 filing and in connection with an agreement in which Pandora Media, Inc. will acquire several key assets from Rdio for $75 million; and
- Privilege Underwriters, Inc. in its recapitalization. As part of this transaction, funds managed by Stone Point Capital LLC maintained a majority stake in Privilege, and Kohlberg Kravis Roberts & Co. L.P. acquired a minority stake.
2014
- Forge Group Inc. in the sale of all of the financially distressed company’s issued and outstanding shares of capital stock to DRA International Limited (South Africa). This sale was part of the liquidation in Australia of Forge Group Limited, the parent company of Forge Group Inc.;
- Gaming and Leisure Properties, Inc. in its US$153 million joint bid with affiliates of Mohegan Tribal Gaming Authority for the purchase of certain assets of Florida Gaming Centers, Inc., including the Casino Miami Jai Alai and Fort Pierce Jai Alai properties in Florida, as part of Florida Gaming Centers’ Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the Southern District of Florida; and
- Raging Bull Acquisition Company LLC, an acquisition vehicle of funds managed by private equity firm Oaktree Capital Management, L.P., in its US$54 million acquisition of the assets of Quantum Foods, LLC as part of Quantum’s Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the District of Delaware.
Recent Insights & News
Publications
- Upcoming Uptick in Bank M&A Activity?
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Les conflits d’intérêts: le droit des sociétés prime!
- Delaware Amendments Would Apply ‘Market Out’ Exception to Section 251(h) Back-End Mergers, Clarify Ratification Procedures