John Saathoff advises public and private clients, as well as private equity sponsors, on a broad range of M&A and other corporate transactions, including joint ventures, restructurings and private equity investments and offerings. Mr. Saathoff counsels on Delaware corporate and alternative entity law issues, including corporate governance matters and the use of Delaware alternative entities in connection with joint ventures, equity investments, spin-offs, REIT matters, reorganizations, serializations, divisions and other complex business arrangements.
Mr. Saathoff’s representations in merger and acquisitions and joint ventures include:
- Corporation Service Company in its pending $2 billion public offer for Intertrust Group;
Builders FirstSource, Inc. in its $5.5 billion all-stock merger transaction with BMC Stock Holdings, Inc.;
- Sealed Air Corporation in its $3.2 billion carve-out sale of its Diversey Care division;
- Montana Rail Link in its sale of approximately 900 miles of track to BNSF Railway;
- NextEra Energy Partners in its $849 million acquisition of a 50% stake in a 2,520 MW renewables portfolio and a related $824 million convertible equity portfolio financing with Apollo Global Management, Inc.;
- NextEra Energy Resources, LLC in its $849 million sale of a 50% interest in a 2,520 MW renewables portfolio to an affiliate of the Ontario Teachers’ Pension Plan Board (Canada);
- Joyson Safety Systems (f/k/a Key Safety Systems) in its acquisition of the global assets of Takata Corporation;
- DH Private Equity Partners in connection with its sale of Zobele Group;
- CrossAmerica Partners LP in its $263 million acquisition of 106 convenience stores from 7-Eleven, Inc.;
- Amulet Capital Partners in its acquisitions of SynteractHCR and Cu-Tech, LLC, as well as in its formation of U.S. Digestive Health;
- Highland Industries in the sale of its defense and coating business to Tex-Tech Industries, an affiliate of Arlington Capital Partners;
- Washington Companies in the sale of its Modern Machinery Far East Russian business;
- Praesum Healthcare in its sale of Omnia Diagnostics;
- Global Indemnity Group in its redomiciliation from the Cayman Islands to Delaware;
- DuPont in a variety of internal restructuring matters, including in connection with the separation of its materials science, agriculture and specialty product businesses; and
- JLL Partners, a leading private equity sponsor, in a number of transactions for its various portfolio companies.
In REIT-related transactions, Mr. Saathoff has represented:
- Suntex Marinas Investors, LLC, a leading owner and operator of U.S. marina properties, in its recapitalization and related REIT serialization matters;
- Alexander & Baldwin, Inc. in its conversion to a REIT; and
- Darden Restaurants, Inc. in its spin-off of Four Corners Property Trust, Inc., an independent public company that is treated as a REIT.