Prominent Matters

Recent experience includes advising:

Mergers & Acquisitions

• Micron Technology in its up to $100 billion investment in New York semiconductor fabrication facility
 
• DIRECTV in its $67.1 billion sale to AT&T and spin-off and $28.5 billion merger with Liberty Entertainment
 
• Oracle in its $9.3 billion acquisition of NetSuite Inc.; and its $5.3 billion acquisition of MICROS Systems, Inc.
 
• Foundation Building Materials, LLC (a portfolio company of American Securities LLC and Clayton, Dubilier & Rice, LLC) in its $8.8 billion sale to Lowe’s Companies, Inc.
 
• ChampionX Corporation in its $8.2 billion sale to SLB
 
• Brookfield Business Partners in its $8 billion sale of Westinghouse Electric Company
 
• Sunoco LP in its $7.3 billion acquisition of NuStar Energy L.P.
 
• Vonage Holdings Corp. in its $6.2 billion sale to Telefonaktiebolaget LM Ericsson
 
• Eli Lilly and Company in its $5.4 billion acquisition of the animal health business of Novartis
 
• Bell Canada in its C$5 billion acquisition of Ziply Fiber
 
• Trivium Packaging in connection with Trivium’s $3.4 billion acquisition by Silgan Holdings and American Industrial Partners

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.
 
• Brookfield Asset Management in its formation of Brookfield Global Transition Fund II, a $20 billion global impact fund focused on investing in clean energy, scaling sustainable solutions and providing capital for transforming organizations in carbon-intensive sectors
  
• 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 and $2.35 billion subsequent sale to Coforge Ltd.
 
• 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 
 
• Altas Partners in its formation of Altas Partners Holdings III LP, a $4 billion growth equity fund focused on investments in North America
  
• TPG Inc. in its $2.7 billion acquisition of Angelo, Gordon & Co., L.P.
  
• Pacific Avenue Capital Partners in the formation of Pacific Avenue Fund II, a $1.65 billion buyout fund
  
• 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, as lead arranger and administrative agent, with respect to Ford Motor Company’s over $20 billion in senior unsecured revolving credit facilities.
  
• Morgan Stanley Senior Funding, Inc., as joint lead arranger, joint bookrunner and administrative agent, and MUFG Bank, Ltd., as joint lead arranger, joint bookrunner and syndication agent, in a €16.2 billion senior unsecured bridge facility for Keurig Dr Pepper Inc. to finance the acquisition of JDE Peets N.V.
  
• 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.
  
• JPMorgan and a leading financial institution, as administrative agent, lead arranger, bookrunner, issuing bank and lender, in first lien senior secured term loan and revolving facilities totaling more than $11 billion for Clarios Global LP (a subsidiary of Brookfield Business Partners).
  
• The Kroger Co. in a $10.5 billion offering of senior notes to finance a portion of the proposed merger between The Kroger Co. and Albertsons Companies Inc.
  
• A Multinational Pharmaceutical, Biotechnology and Medical Technologies Corporation in its multi-tranche $7.5 billion senior unsecured notes offering to finance its acquisition of Momenta Pharmaceuticals, Inc.
  
• Morgan Stanley, along with Goldman Sachs and JP Morgan, in a $2.55 billion offering in USD notes and €3 billion in EUR notes for Maple Parent Holdings Corp. (a subsidiary of Keurig Dr Pepper) to fund the acquisition of JDE Peet's.
  
• Goldman Sachs, JPMorgan, Mizuho Securities and the other initial purchasers, in a $5.5 billion issuance of senior unsecured 144A / Reg S notes by S&P Global Inc.
  
• General Electric Company in a $5.5 billion senior unsecured term and revolving credit facility for GE Healthcare Holding LLC in connection with its spin-off from General Electric Company.
  
• Forgent Power Solutions, Inc. in a $1.73 billion initial public offering comprised of both a secondary offering and a synthetic secondary offering by entities controlled by Neos Partners, L.P.

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 $2.1 billion acquisition of General Mills’ U.S. 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. 
 
• Duke Energy as replacement lead trial counsel in a high-stakes monopolization dispute in North Carolina federal court, where NTE Energy claimed that Duke engaged in below-cost pricing and foreclosed NTE’s access to its transmission network. On the eve of the scheduled jury trial, Weil secured a confidential settlement resolving all claims and ending the years-long dispute between the companies.
 
• Edwards Lifesciences in obtaining Federal Circuit affirmation of a judgment of non-infringement on four patents asserted by plaintiff Aortic Innovations LLC.
 
• ExxonMobil in securing a complete defense jury verdict, affirmed on appeal, 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.
 
• Interpublic Group of Companies in winning a complete preliminary injunction in restrictive covenant litigation brought against a competitor arising out of the departure of two former senior executives.
 
• Kevita Inc. in winning the dismissal on the pleadings of a consumer deception and false advertising action challenging product labeling advertising prebiotic benefits.
 
• lululemon athletica in securing a dismissal of a nationwide “greenwashing” class action in Florida federal court, a rare outcome in the recent wave of consumer cases involving allegedly misleading corporate environmental and sustainability statements. 
 
• 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 connection with multiple public nuisance suits brought by NGO’s and state and local governments on allegations that the company contributed to plastic litter and marine plastic pollution in waterways. In New York, Weil won a complete dismissal with prejudice in a suit brought by New York Attorney General Letitia James. In San Mateo County Superior Court, Weil won an eve-of-trial summary judgment victory for the company, bringing six years of litigation, and billions in potential liability, to a close in a suit brought by an NGO called Earth Island Institute who sought to hold PepsiCo and others liable for plastic pollution in California waterways. And, in Baltimore County, Weil secured a complete dismissal in a case filed by the Mayor and City Council of Baltimore, asserting numerous claims seeking to hold plastics manufacturers liable for the alleged environmental, public health and economic impacts of single-use plastics that end up as litter on public streets and waterways. 
 
• PlayOn! Sports in winning the complete dismissal of a putative antitrust class action alleging that the defendants unlawfully restricted plaintiff high school student athletes’ ability to earn money based on their own name, image, and likeness.
 
• Regeneron Pharmaceuticals in securing a landmark $407 million antitrust jury trial victory in a competitor dispute regarding the unlawful monopolization of PCKSK9 inhibitors, a class of medication that reduces hard-to-treat high cholesterol.
 
• 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.
 
• Silicon Motion Technology Corporation in securing a complete dismissal of a securities fraud class action in the U.S. District Court for the Southern District of California stemming from a terminated merger.
 
• SiriusXM in securing a precedent-setting dismissal in a high profile multi-hundred-million-dollar copyright royalty lawsuit brought by SoundExchange. The suit challenged how SiriusXM prices and pays royalties for its most important programming packages.
 
• 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.
 
• TripAdvisor in delivering a win in a fiduciary duty class action litigation challenging TripAdvisor’s proposed redomestication from Delaware to Nevada, a notable case involving the “DExit” movement.
 
• 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 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.
 
• 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.