Recent experience includes advising:

Mergers & Acquisitions

• The Dow Chemical Company in its $130 billion all-stock merger of equals with E.I. du Pont de Nemours and Company and its approximately $40 billion spin-off from DowDuPont Inc. as part of DowDuPont's separation into three independent, publicly traded companies
 
• DIRECTV in its $67.1 billion sale to AT&T and spin-off and $28.5 billion merger with Liberty Entertainment
 
• The Kroger Company in its proposed $24.6 billion merger with Albertsons Companies, Inc.; $2.2 billion sale of its convenience store business unit to EG Group; $1.9 billion sale of 413 stores, as well as select banners, distribution centers, offices and private label brands to C&S Wholesale Grocers, LLC; and sale of Kroger Specialty Pharmacy to CarelonRx Inc.
 
• Willis Towers Watson PLC (f/k/a Willis Group Holdings) in its $18 billion merger with Towers Watson & Co.; and in its subsequent $632 million sale of TRANZACT
 
• Sanofi in its approximately $13 billion sale of nearly all of its 20.6% stake in Regeneron Pharmaceuticals, Inc. through a registered public offering and related share repurchase by Regeneron; its $11.6 billion acquisition of Bioverativ Inc.; its $4.8 billion acquisition of Ablynx NV; its $3.7 billion acquisition of Principia Biopharma; its $3.2 billion acquisition of Translate Bio, Inc.; its $2.9 billion acquisition of Provention Bio Inc.; its approximately $2.2 billion acquisition of Inhibrx, Inc.; its $1.075 billion sale of Enjaymo®
 
• The Home Depot, Inc.  in its $18.25 billion acquisition of SRS Distribution Inc.
 
• ChampionX Corporation in its pending $8.2 billion sale to SLB
 
• Eli Lilly and Company in its approximately $8 billion acquisition of Loxo Oncology, Inc.; its $5.4 billion acquisition of the animal health business of Novartis; its $1.1 billion acquisition of Dermira, Inc.; and its $1 billion acquisition of Prevail Therapeutics Inc.
 
• Brookfield Business Partners in its $8 billion sale of Westinghouse Electric Company
 
• Brookfield Corporation in connection with the spin-off of a 25% interest in its asset management business through a newly listed company, Brookfield Asset Management Ltd.
 
• Cedar Fair in its $8 billion merger of equals with Six Flags
 
• Dun & Bradstreet in its $7.7 billion sale to Clearlake Capital Group
 
• Sunoco LP in its approximately $7.3 billion acquisition of NuStar Energy L.P.
 
• Vonage Holdings Corp. in its $6.2 billion sale to Telefonaktiebolaget LM Ericsson
 
• NEOGEN Corporation in its $5.3 billion combination with the Food Safety business of 3M, in a Reverse Morris Trust transaction that implied an enterprise value of the combined company of $9.3 billion 
 
• Bell Canada in its C$5 billion acquisition of Ziply Fiber
   
• Belmond Ltd. in its $3.2 billion sale to LVMH Moet Hennessy Louis Vuitton SE

Private Equity – Execution and Fund Formation

• Brookfield Asset Management, Inc. in its formation of Brookfield Infrastructure Fund V, a $30 billion global infrastructure fund, the world’s largest closed-ended private infrastructure fund, and the largest fund ever raised by Brookfield.
 
• CPP Investments in a consortium that also includes Blackstone and GIC, in the consortium’s acquisition of a 55% stake in Thomson Reuters’ Financial & Risk business (n/k/a Refinitiv), valued by the transaction at $20 billion
 
• Glencore PLC, Canada Pension Plan Investment Board and British Columbia Investment Management Corporation, as the shareholders of Viterra Ltd., in its approximately $18 billion business combination with Bunge Ltd.
 
• Brookfield Asset Management in its formation of Brookfield Global Transition Fund, its $15 billion flagship sustainable impact fund that’s focused on renewable power and projects and that was, at the time, the world’s largest private fund dedicated to facilitating the global transition to a net-zero carbon economy
 
• Advent International and CPP Investments, as members of a consortium, in the consortium's over $14 billion take-private of McAfee Corporation
 
• Brookfield Asset Management in its formation of Brookfield Capital Partners VI, L.P., a $12 billion buyout fund focused on investments globally
 
• Advent International in its $6.4 billion acquisition of Maxar Technologies Inc.; $6 billion sale of Culligan International Company to BDT Capital Partners, with Advent reinvesting on a minority basis; $3 billion merger of its portfolio companies Clearent LLC and Transaction Services Group Limited to form Xplor Technologies; $2.7 billion sale of Sovos Brands, Inc. to Campbell Soup Company; and $1.5 billion acquisition of Encora Digital Inc.
 
• Genstar Capital in its formation of Genstar Capital Partners XI, L.P., a buyout fund focused on investments in financial services, healthcare, industrials, and software industries in North America with approximately $12.6 billion in total commitments.
 
• CPP Investments, together with Silver Lake, in its $12.5 billion acquisition of Qualtrics
 
• PAI Partners on the raising of PAI Partners VIII (Luxembourg), a European closed-end buyout fund investing in companies in Europe and North America and its largest ever flagship fundraising to date, closing in excess of its €7 billion target
 
• American Securities in its formation of American Securities Partners VIII, L.P., a $7 billion buyout fund
 
• Brookfield Asset Management, Inc. in its formation of Brookfield Infrastructure Debt Fund III, a $6 billion global infrastructure fund and world’s largest private infrastructure debt fund.
 
• Altas Partners in its formation of Altas Partners Holdings III LP, a $4 billion growth equity fund focused on investments in North America
 
• SoftBank Group Corp. in its $3.3 billion take-private acquisition of Fortress Investment Group LLC
 
• TPG Inc. in its $2.7 billion acquisition of Angelo, Gordon & Co., L.P.
 
• SoftBank Vision Fund in its $2.25 billion minority investment in GM Cruise Holdings LLC (Cruise) alongside a $1.1 billion investment in Cruise by GM and the subsequent $2.1 billion sale of its equity ownership stake in Cruise to GM, with GM reinvesting in Cruise
 
• Lee Equity Partners, LLC in its $1.3 billion formation of Lee Equity Partners Fund IV, L.P., a buyout fund that invests in the financial and healthcare services sectors
 
• Stripes Group, LLC and Siete Foods in Siete’s $1.2 billion sale to PepsiCo, Inc.
 
• Blackstone in its acquisitions of, and investments in: New Tradition, Aqua Finance (and its disposition of Aqua Finance to Apollo), Concert Golf (and its disposition of Concert Golf to Clearlake), Certified Collectibles Group (and the acquisition by CCG of James Spence Authentication, LLC), Recurrent Ventures, DECA Dental, ISN Software, Sustana Group, PayCargo, InCloud, Dynamo Software, Hotwire Communications, Vectra AI, ZO Skin Health, Sema4, and Amergint Technology, and in the sales by Blackstone of Vivint, Inc. to NRG Energy, Vivint Solar to Sunrun, and the US Claims Business of DRB Financial Solutions to Further Global
 
• PSG in its acquisitions of, and investments in: Benchmark Analytics, ClassTag Inc., Code Climate Inc., Dental Intelligence, Inc., DigitalEd, Element451, Inc., EverCommerce, Jobcase, Inc., Kenect, LLC, LogicMonitor Inc., Loopback Analytics, Packback, Propertybase, Protecht Group, SchoolStatus LLC, Semarchy SAS, Sevenroom, Stylitics, Tracker RMS, Uscreen.TV, LLC, Validity, Inc., Wagepoint Inc., its acquisition, together with M33 Growth LLC, of Total Synergy Pty Ltd

Finance

• JPMorgan Chase, Goldman Sachs and another major financial institution in a senior unsecured bridge facility to support the $23.1 billion merger of Keurig Green Mountain, Inc. and Dr Pepper Snapple Group, Inc.
 
• Citi, as administrative agent, and Citi and another financial institution, as joint lead arrangers and joint bookrunners, in $21.8 billion committed bridge financing to support the $55 billion acquisition by Occidental Petroleum Corporation (OXY) of Anadarko Petroleum Corporation
 
• JPMorgan, as lead arranger and administrative agent, with respect to Ford Motor Company’s over $20 billion in senior unsecured revolving credit facilities
 
• JPMorgan, as administrative agent, lead arranger and bookrunner, in an amendment and extension of both Ford Motor Company’s $13.5 billion Revolving Credit Facilities and its $2 billion Supplemental Revolving Credit Facility, in what was, at the time, the largest aggregated credit facility featuring sustainability-linked pricing in the market
 
• The Kroger Co. in a $10.5 billion offering of 4.600% Senior Notes due 2026, 4.700% Senior Notes due 2027, 4.650% Senior Notes due 2029, 4.900% Senior Notes due 2031, 5.000% Senior Notes due 2034, 5.500% Senior Notes due 2054 and 5.650% Senior Notes due 2064 to finance a portion of the merger between The Kroger Co. and Albertsons Companies Inc.
 
• Johnson & Johnson in its $10 billion 364-day revolving facility to refinance and reprice existing indebtedness
 
• Citi in $9.1 billion committed unsecured bridge financing to support the pending acquisition by Parker-Hannifin Corporation of Meggitt plc
 
• Johnson & Johnson in its multi-tranche $7.5 billion senior unsecured notes offering to, primarily, finance its acquisition of Momenta Pharmaceuticals, Inc.
 
• Morgan Stanley and Credit Suisse in $7.5 billion committed bridge financing to support the merger of International Flavors & Fragrances Inc. with the Nutrition & Biosciences Business of DuPont in a deal that values the combined company at $45 billion on an enterprise value basis
 
• The lead arrangers and initial purchasers in connection with Clarios Global LP's $5 billion financing, consisting of (i) $3.5 billion 7-year U.S. dollar-denominated first lien term loan maturing in 2032, (ii) €800 million 7-year Euro-denominated first lien term loan maturing in 2032, and (iii) offering of $700 million in aggregate principal amount of 6.750% senior secured notes due 2030
 
• J.P. Morgan, MUFG, SMBC Nikko and another financial institution, as representatives of the underwriters, in a $5 billion offering of 5.000% senior notes due 2027, 5.200% senior notes due 2029, 5.375% senior notes due 2032, 5.550% senior notes due 2034 and 6.050% senior notes due 2054 by Occidental Petroleum Corporation
 
• JPMorgan Chase, as administrative agent, lead arranger, bookrunner, issuing bank and lender, in its $4.7 billion first lien senior secured term loan and revolving facility for Clarios Global LP (subsidiary of Brookfield Business Partners)
 
• Howden Group Holdings Limited in a $4 billion incremental senior secured term loan facility for its subsidiaries Hyperion Refinance S.à r.l and HIG Finance 2 Limited to refinance and repay existing indebtedness
 
• BroadStreet Partners, Inc. (a portfolio company of Ontario Teachers’ Pension Plan) and Westland Insurance Group Ltd. in its $3.6 billion senior secured term loan facility
 
• Ontario Teachers’ Pension Plan and its portfolio company BroadStreet Partners, Inc. in a $3.5 billion syndicated debt refinancing of its existing term loan facilities
 
• Goldman Sachs, J.P. Morgan Securities, Mizuho, and another financial institution as representatives of the underwriters, in a $3 billion investment grade senior notes offering for Keurig Dr Pepper Inc. consisting of: (i) $350 million aggregate principal amount of floating rate senior notes due 2027; (ii) $750 million aggregate principal amount of senior notes due 2027; (iii) $750 million aggregate principal amount of senior notes due 2029; (iv) $500 million aggregate principal amount of senior notes due 2031; and (v) $650 million aggregate principal amount of senior notes due 2034.
 
• Morgan Stanley, as underwriter, in a $2.9 billion block trade of approximately 100,000,000 (including exercise of overallotment) shares of common stock of Keurig Dr Pepper Inc.
 
• WEX Inc. in its $2.5 billion incremental senior secured term and revolving facility to refinance existing indebtedness
 
• Morgan Stanley, as underwriter, in a $2.3 billion block trade of approximately 69,000,000 (including exercise of overallotment) shares of common stock of Keurig Dr Pepper Inc.
 
• Avolon TLB Borrower 1 LLC and Avolon TLB Borrower 1 S.à r.l  in its $2.3 billion senior secured term loan facility to reprice existing indebtedness.
 
• Truist, Wells Fargo, and other financial institutions, as representatives of the underwriters, in a $2.1 billion offering of senior notes by The Williams Companies, Inc.

Antitrust M&A

• Microsoft Corporation in its $68.7 billion acquisition of Activision Blizzard Inc.
 
• Johnson & Johnson in numerous multi-billion dollar transactions, including its ~$13.1 billion acquisition of Shockwave Medical Inc. and its $1.7 billion acquisition of V-Wave.
 
• Meta Platforms in its acquisition of Within Unlimited, the immersive media startup behind VR fitness app Supernatural.
 
• Microsoft on the merger control aspects of its investment in OpenAI.
 
• The Home Depot in its $18.3 billion acquisition of SRS Distribution Inc., the largest acquisition in Home Depot’s history.
 
• Cedar Fair in its $8 billion merger with Six Flags Entertainment. The transaction created the largest amusement park operator in the country.
 
• Sunoco LP in its $7.3 billion acquisition of NuStar Energy L.P., an independent liquids terminal and pipeline operator.
 
• Bausch + Lomb in its $2.5 billion acquisition of Xiidra and three other assets from Novartis.
 
• Sanofi in dozens of successful transactions including, its ~$3.2 billion acquisition of Provention Bio, Inc. and its $2.2 billion acquisition of Inhibrx, Inc.
 
• Groupe Lactalis in its pending acquisition of General Mills’ yogurt business.
 

Recent experience includes advising:

• AMC Entertainment in securing a favorable settlement in a fast-tracked, high-profile, multi-hundred million-dollar breach of fiduciary duty stockholder class action litigation stemming from the company’s overhaul of its capital structure.
 
• Altria in winning a Federal Circuit appeal upholding a $95 million plaintiff jury verdict, as well as follow-on rulings that could be worth up to $1 billion, for our client in a patent infringement suit brought against a competitor regarding smoking cessation technology.
 
• BNSF Railway Company in achieving a significant victory following the first-ever jury trial of claims brought in Illinois federal court under the Illinois Biometric Information Privacy Act (BIPA). After the jury returned a verdict in favor the plaintiff class, Weil convinced the court to vacate a $228M damages award and order a new trial on damages, which led to a favorable settlement.
 
• Comcast Cable in obtaining a significant trial victory in a patent infringement suit in Florida federal court, winning a ruling on a Rule 50 Motion for Judgment as a Matter of Law before the case was handed to the jury, which erased $177 million in potential damages.
 
• Core Scientific in helping the company re-emerge as a public company after winning significant litigations worth in excess of $500M arising from its high-stakes chapter 11 restructuring.
 
• Elanco Animal Health in favorably resolving an SEC inquiry into an alleged “channel-stuffing scheme,” as well as securing dismissals of a securities fraud class action and related litigation stemming from the same claims.
 
• ExxonMobil in securing a complete defense jury verdict as lead trial counsel in a litigation brought by BP Products, alleging that Exxon is responsible for indemnification costs related to 23 environmental contamination-related lawsuits.
 
• GlobalFoundries in securing a favorable settlement of a breach-of-contract dispute with IBM, arising from GlobalFoundries’s acquisition of IBM’s challenged chip-manufacturing business.
 
• GoodRx in securing a $55 million arbitration award, including a permanent injunction, in a breach of contract claim against Famulus Health in connection with the parties’ Services Agreement.
 
• Meta Platforms in winning a trial victory in California federal court that defeated the Federal Trade Commission’s efforts to enjoin Meta’s acquisition of Within Unlimited, Inc., the developer of the popular virtual reality fitness app.
 
• New York City Regional Center in securing a complete dismissal, affirmed on appeal, of a $53.5 million “mass action” breach of fiduciary duty lawsuit filed against New York City Regional Center by foreign EB5 visa program investors who made an investment through NYCRC to redevelop the George Washington Bridge Bus Station.
 
• Nike in winning the dismissal of all claims brought in a nationwide putative “greenwashing” class action alleging that a Nike marketing campaign falsely and misleadingly marketed thousands of its products as being made with sustainable materials.
 
• Paramount, Scripps Network, and numerous other companies in securing dismissals and other favorable early resolutions of separate nationwide class actions brought under the Video Privacy Protection Act and other privacy statutes.
 
• PepsiCo in securing a complete dismissal with prejudice in a “public nuisance” suit brought by New York Attorney General Letitia James alleging that PepsiCo contributed to plastic litter and marine plastic pollution in New York’s Buffalo River and surrounding environs.
 
• Regeneron Pharmaceuticals in delivering numerous successful outcomes in a multi-jurisdictional IP and antitrust dispute with a competitor regarding Regeneron’s multi-billion dollar eye disease treatment.
 
• Rimini Street in winning numerous appeals arising from its long-running copyright infringement litigation adverse to Oracle, including a successful challenge of the trial court’s finding that our client had violated an injunction.
 
• Saks Fifth Avenue in delivering a full dismissal, affirmed on appeal in the Second Circuit, of a “no hire” antitrust class action, in which defendants claimed that Saks entered into agreements with other retailers not to hire certain Saks employees, and that the alleged “no hire” agreements were unlawful under the Sherman Act.
 
• Simon & Schuster in winning multiple significant victories in separate nationwide, industry-wide antitrust class actions in the S.D.N.Y. regarding the market for ebooks and print books.
 
• Several Minor League Baseball Teams in securing a highly favorable settlement in a series of significant antitrust and commercial cases involving Major League Baseball’s century-old exemption from the U.S. antitrust laws.
 
• The Professional Tennis Players Association, alongside over a dozen professional tennis players, in a series of legal actions in the U.S., UK, and EU against the professional tennis governing bodies – the Association of Tennis Professionals (ATP), Women’s Tennis Association (WTA), International Tennis Federation (ITF), and International Tennis Integrity Agency (ITIA) – exposing systemic abuse, anti-competitive practices and a disregard for player welfare.
 
• United Therapeutics in achieving the dismissal of three separate RICO complaints alleging that United Therapeutics failed to comply with federal law in connection with alleged donations to charities that provided copayment assistance to patients with certain conditions.
 
• Visa/Pulse as lead trial counsel in securing a favorable settlement in an antitrust suit brought by competitor, and Discover subsidiary, Pulse Network.
 
• Warner Bros. Discovery in delivering a full dismissal, affirmed on appeal, of a massive putative securities class action in the S.D.N.Y. regarding the industry-defining $43 billion merger between WarnerMedia and Discovery, Inc.
 
• Warner Bros. Discovery in delivering two significant settlements, first in an antitrust litigation brought by FuboTV that sought to unwind a joint venture between the top three major players in the sports streaming sector, and second, in a $20 billion+ breach of contract case involving WBD’s distribution agreement with the National Basketball Association.
 
• Washington State University in securing several trial and appellate victories in a governance dispute over control of the Pac-12 athletic conference.
 
• Zion Williamson in securing multiple victories at the trial and appellate courts, and in multiple jurisdictions, for the NBA star and his talent and marketing agency, Creative Artists Agency, in a multi-hundred million dollar suite of litigations with the star’s former agent.