Notable Representations, Key Contacts
Strategic Business Partners in Global M&A
Thinking Outside the Box
Significant Recent Global M&A Matters
in its pending $3.57 billion acquisition of Syntel, Inc.
in its $2.8 billion acquisition of all of the outstanding common shares not already owned by Brookfield Property Partners L.P. of Rouse Properties, Inc., a REIT that owns and manages regional shopping malls in the United States.
- in its $5.4 billion acquisition of the animal health business of Novartis AG, making Lilly's animal health business the second-largest animal health company by global revenue.
- in its acquisitions of CoLucid Pharmaceuticals, Inc., Avid Radiopharmaceuticals, Inc., Lohmann SE, ChemGen Corp., the world-wide rights to an intranasal glucagon from Locemia, and the North American rights to Erbitux® (cetuximab) (including commercialization and manufacturing responsibilities) from Bristol-Myers Squibb Company; and in the sale of veterinary assets to Virbac SA.
- in its approximately $1.2 billion acquisition of Stewart Information Services Corporation
- in its $3.4 billion sale of GE Water to SUEZ.
- in its $2.6 billion sale of GE Industrial Solutions.
in its strategic plan to sell most of GE Capital’s assets and GE Capital:
- in its $32 billion sale of its global Commercial Distribution Finance, North American Vendor Finance and North American Corporate Finance platforms to Wells Fargo & Co.
- in its $6.9 billion sale of its United States, Mexico, Australia and New Zealand fleet businesses to Element Financial Corporation, and in the sale of its European fleet businesses to Arval Service Lease S.A.
- in the sale of General Electric Railcar Services LLC to Wells Fargo & Co., and sale of its North American tank car rail assets and railcar repair business to Marmon Holdings, Inc.
- in its sale of a 23.3% stake in Hyundai Capital Services, a joint venture between Hyundai Motor Company and GE Capital and a provider of consumer financial products, to Hyundai Motor Company and Kia Motors Corporation.
a China-based conglomerate focused on airport and travel services, transportation and logistics:
- in its $6.5 billion acquisition of a 25% stake in Hilton Inc., Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc. (collectively, f/k/a Hilton Worldwide Holdings Inc.) from affiliates of The Blackstone Group.
- in its $2.8 billion acquisition of Swissport International Ltd.
- in the approximately $6 billion take-private merger of its member, Tianjin Tianhai Investment Co Ltd, a provider of international short-haul container shipping and freight agency services, and Ingram Micro Inc.
as leader of an investment group, in that group's $13.9 billion take-private of Keurig Green Mountain, Inc., a provider of specialty coffees and of single-cup brewing system coffee makers.
- in its $76 billion acquisition of all of the outstanding equity securities of Kinder Morgan Energy Partners, L.P., Kinder Morgan Management, LLC, and El Paso Pipeline Partners, L.P. — at the time, the largest energy merger since Exxon and Mobil combined in 1999.
- in its $5 billion acquisition of Copano Energy.
- in its $38 billion acquisition of El Paso Corporation, creating one of the largest energy companies in the world and in El Paso’s concurrent $7.15 billion sale of its E&P production business, EP Energy Corporation.
- and Kinder Morgan Canada Limited in their $3.5 billion sale of Trans Mountain Pipelines Inc. and the Trans Mountain Expansion Project to the Government of Canada.
- in the $2.15 billion sale of its convenience store business unit to EG Group.
- in its acquisition of Vitacost.com, Inc., an online retailer of health and wellness vitamin, nutrition and personal care products.
- in its acquisition via tender offer of Roundy’s, Inc., a grocer and pharmacy operator in the Midwest.
- in its strategic partnership with, and investment in, Lucky’s Market, a specialty grocery store chain focused on natural, organic and locally-grown products.
a provider of online video viewing services, including movies, television, and music videos, in evaluation, leading to its approval and the subsequent consummation, of a take-private offer by Shanda Interactive Entertainment Limited.
- in its $1.3 billion acquisition of the CeraVe, AcneFree and AMBI skincare product brands from Valeant Pharmaceuticals International, Inc. (n/k/a Bausch Health Companies).
- in its $1.2 billion acquisition of IT Cosmetics, LLC from its founders, Jamie Kern Lima and Paulo Lima, and TSG Consumer Partners.
- in its formation MGM Growth Properties LLC (MGP), a controlled REIT, and in corporate, real estate and tax aspects of MGP’s $1.05 billion initial public offering.
- in its $1.175 billion sale of the real property of the Borgata Hotel Casino & Spa in Atlantic City, New Jersey to MGM Growth Properties LLC. The sale followed MGM Resorts’ $900 million acquisition of the 50% interest in the Borgata that it did not already own from Boyd Gaming Corporation.
- as leader in a consortium, in the pending sale of its approximately 60% equity interest in EMI Music Publishing to Sony Corporation of America, in a transaction valued at approximately $4.75 billion
- in its $2.8 billion merger with Melrose Industries PLC, an acquiror of high quality industrial manufacturing businesses.
- in its acquisitions of 2GIG Technologies, Inc. and the heating, ventilation and cooling products business of Thomas & Betts Corporation.
- in its buyout offer, followed by a squeeze out, for all shares it did not already own of Technofan SA, a designer, developer and marketer of fans, air valves, compressors and aerodynamic turbines used in cooling and ventilation applications in aircraft.
- through its subsidiary, Morpho (n/k/a Safran Identity and Security SAS), in its €364 million sale of a 5.5% stake in Ingenico Group SA, a provider of payment solutions through in-store, online and mobile channels worldwide, to Bpifrance Participations, leaving Safran with a 3.6% stake.
- in its $25 billion exchange of Merial, its animal health business, for the consumer healthcare business of Boehringer Ingelheim GmbH.
- in its $11.6 billion acquisition of Bioverativ Inc.
- in its $4.8 billion acquisition of Ablynx NV.
- in its up to $750 million acquisition of Protein Sciences Corporation.
- in its sale of Laboratoire Oenobiol S.A.S., a producer of beauty supplements for women, to Vemedia Manufacturing B.V.
in its $14.6 billion merger with Discovery Communications, Inc.
a provider of premium subscription video programming on domestic pay television channels, global content distribution, and animated television and movie production, in Starz’s $4.4 billion sale to Lions Gate Entertainment Corporation.
- in its $4.4 billion acquisition of AOL Inc. Frederick Green was named “Dealmaker of the Week” by The Am Law Daily (May 2015) for his lead role advising on this transaction.
- in its acquisitions of Sensity Systems Inc., Intel Media, EdgeCast Networks, Inc. and Terremark Worldwide Inc., and in Terremark’s subsequent acquisition of CloudSwitch.
Boards of Directors, Special Board Committees and Governance
We have substantial experience assisting Boards of Directors and Special Board Committees with internal investigations, governmental investigations and litigation (including securities, class action and derivative litigations arising out of M&A transactions involving affiliated entities).
Nuanced Understanding of Activism and Takeover Defense
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Chambers USA 2018
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Winner of “Global M&A Deal of the Year: United States” for advising the Transaction Committee of the Board of Directors of Reynolds American Inc. in the $60.6B sale to British American Tobacco p.l.c. (BAT) of the 57.8% of Reynolds stock that BAT did not already own
The American Lawyer’s Global Legal Awards 2017
Received “commended” ranking in category of Enabling Business Growth for its role advising SoftBank on its $3.3B take-private of Fortress Investment Group — marking the first instance of a diversified alternative asset manager returning to a private company.
Financial Times Innovative Lawyers Report North America 2017
Ranked Tier 1 in M&A category in the United States