Michael J. Aiello

Biography

Michael Aiello
Michael J. Aiello is Chairman of the over 600-lawyer Corporate Department of Weil, Gotshal & Manges LLP and a member of the Firm’s Management Committee. Michael regularly represents companies in connection with mergers, acquisitions and divestitures involving public companies. He also advises clients on corporate governance issues. Michael regularly represents acquirors, targets, buyout groups, boards of directors, special committees, investment banks, investors and shareholder groups in complex domestic and international negotiated and unsolicited merger and acquisition transactions, including Aéropostale, Dow Chemical, Goldman Sachs, Herbalife, Kroger, Ontario Teachers', Procter & Gamble, Sanofi, Thomas H. Lee and Willis Group Holdings.

Experience

  • Willis Towers Watson PLC in its proposed $80 billion combination with Aon PLC
  • Transaction Committee of the Board of Directors of Reynolds American Inc. in Reynolds’ $60.6 billion sale to British American Tobacco p.l.c. (BAT) of the 57.8% of Reynolds stock that BAT did not already own
  • The Dow Chemical Company in its $130 billion all-stock merger of equals with E. I. du Pont de Nemours and Company
  • Dow in its approximately $40 billion spin-off from DowDuPont Inc. as part of DowDuPont's separation into three independent, publicly traded companies, one each for its agriculture, materials science and specialty products businesses
  • MSP Recovery, LLC in its $32.6 billion business combination with Lionheart Acquisition Corp. II, a SPAC sponsored by Lionheart Equities
  • Maxim Integrated Products, Inc. in its $21 billion sale to Analog Devices, Inc.
  • Sanofi in its $25 billion exchange of Merial, its animal health business, for the consumer healthcare business of Boehringer Ingelheim GmbH; its $20.1 billion acquisition of U.S. biotechnology firm, Genzyme; 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 $2.5 billion acquisition of Synthorx, Inc.; its $1.9 billion acquisition of Chattem, Inc.; its up to $1.45 billion acquisition of Kymab, Ltd.; its up to $750 million acquisition of Protein Sciences Corporation; its up to $470 million acquisition of Tidal Therapeutics, Inc.; and its $350 million sale of its Seprafilm Adhesion Barrier and related assets to Baxter International Inc.
  • Total S.A. in its $4 billion acquisition of all of the oil and natural gas assets, liabilities, businesses and operations of Anadarko Petroleum Corporation in Mozambique and South Africa
  • Brookfield Asset Management Inc. and Brookfield Property Partners L.P. (BPY) in BPY's $14.4 billion acquisition of the approximately 66% of common stock that it did not already own of GGP Inc. (f/k/a General Growth Properties Inc.)
  • Austerlitz Acquisition Corporation I, a SPAC sponsored by Austerlitz Acquisition Sponsor, LP I, an affiliate of Trasimene Capital Management, LLC, in its $3.2 billion business combination with Wynn Interactive, Ltd.
  • Churchill Capital Corp IV, a SPAC sponsored by Churchill Capital Group, in its $11.75 billion merger with Lucid Motors
  • Churchill Capital Corp III, a SPAC sponsored by Churchill Capital Group, in its $5.7 billion merger with MultiPlan, Inc. that has an enterprise value based on the transaction of approximately $11 billion
  • Foley Trasimene Acquisition Corp. II, a SPAC sponsored by an affiliate of Trasimene Capital Management, LLC and led by William P. Foley II, in a $9 billion business combination with Paysafe Limited
  • Foley Trasimene Acquisition Corp., a SPAC sponsored by Bilcar FT, LP and Trasimene Capital FT, LP., in its $7.3 billion combination with Alight Solutions LLC
  • Cardtronics plc in its $2.5 billion sale to NCR Corporation
  • MGM Resorts International (MGM Resorts) in its pending $2.1 billion acquisition of the 50% stake it does not already own in CityCenter and its pending $3.9 billion sale and leaseback of the Aria Resort and Vdara Hotel real estate at CityCenter
  • Trebia Acquisition Corp., a SPAC sponsored by affiliates of Trasimene Capital Management and Bridgeport Partners, in its pending $1.4 billion business combination with System1, LLC
  • Principal shareholders and directors of Skillz Inc. in Skillz's business combination with Flying Eagle Acquisition Corp., a SPAC, in a transaction that implied an equity valuation for Skillz of $3.5 billion
  • Brookfield Asset Management Inc. in its approximately $4.8 billion acquisition of a 61.2% stake in Oaktree Capital Group, LLC
  • Apergy Corporation (n/k/a ChampionX Corporation) in a Reverse Morris Trust acquisition of ChampionX (f/k/a Nalco Champion) from Ecolab Inc. creating an entity with a combined $7.4 billion enterprise value
  • GS Acquisition Holdings Corp II, a SPAC sponsored by an affiliate of Goldman Sachs, in its $2.6 billion business combination with Mirion Technologies, Inc. (at the time, a portfolio company of Charterhouse Capital Partners)
  • Lazard, as financial advisor to Athene Holding Ltd., in Athene's approximately $11 billion merger with Apollo Global Management
  • Centerview Partners, as financial advisor to Cantel Medical Corp., in its $4.6 billion sale to STERIS plc
  • athenahealth, Inc. in its evaluation of an unsolicited takeover bid by Elliott Management Corporation and its subsequent $5.7 billion sale to Veritas Capital and Evergreen Coast Capital (an affiliate of Elliott Management Corporation) and planned combination with Virence Health
  • MGM Resorts International (MGM Resorts) in the formation of a joint venture between MGM Growth Properties LLC and Blackstone Real Estate Income Trust to acquire the Las Vegas real estate assets of the MGM Grand and Mandalay Bay for $4.6 billion and to lease back these assets to subsidiaries of MGM Resorts
  • MGM Resorts International (MGM Resorts) in its $4.25 billion sale of the Bellagio to a joint venture MGM Resorts formed with Blackstone Real Estate Income Trust and its leaseback of the Bellagio
  • Belmond Ltd. in its $3.2 billion sale to LVMH Moet Hennessy Louis Vuitton SE
  • Cannae Holdings, Inc. in its investment in QOMPLX, in connection with the $1.4 billion merger of QOMPLX with Tailwind Acquisition Corp., a SPAC
  • Ontario Teachers’ Pension Plan Board (OTPP) in its acquisition of a majority stake in NVISION; together with Apollo Global Management in the acquisition of a controlling interest in CareerBuilder, LLC; together with L Catterton and others in the sale of PetVet Care Centers, LLC; and OTPP and TA Associates in the sale of a majority stake in Flexera Software LLC to Thoma Bravo, with OTPP and TA retaining minority stakes
  • Special Committee of Fidelity National Financial, Inc. (FNF) in FNF's $2.7 billion acquisition of FGL Holdings
  • Front Yard Residential Corporation in its $2.5 billion take-private by a partnership formed by Pretium Partners and Ares Management
  • ChargePoint, Inc. in its combination with Switchback Energy Acquisition Corporation, a SPAC sponsored by NGP Switchback, LLC, in a transaction that implied a ChargePoint enterprise value of $2.4 billion
  • Nexeo Solutions, Inc. in its $2 billion sale to Univar Inc. and its $640 million sale of Nexeo Solutions Plastics to One Rock Capital Partners
  • Black Knight, Inc. in its acquisition of Optimal Blue LLC, in a transaction that implied an enterprise value of $1.8 billion
  • The Board of Directors of Iron Mountain Incorporated in its up to $1.375 billion acquisition of the U.S. operations of IO Data Centers LLC
  • Whirlpool Corporation in its $1 billion modified Dutch auction tender offer for its common stock
  • Scripps Networks Interactive, Inc. in its $14.6 billion merger with Discovery Communications, Inc.
  • IMS Health Holdings, Inc. in its $17.6 billion all-stock merger of equals with Quintiles Transnational Holdings Inc.
  • IHS Inc. in its $13 billion merger of equals with Markit Limited
  • JAB Holding Company, as leader of an investment group, in that group's $13.9 billion take-private of Keurig Green Mountain, Inc.
  • Willis Group Holdings plc in its $18 billion merger of equals with Towers Watson & Co.
  • Willis Towers Watson PLC in its $1.3 billion acquisition of TRANZACT
  • Campbell Soup Company in its $6.1 billion acquisition of Snyder’s-Lance, Inc.; its $2.2 billion sale of Campbell International, Inc.; its sale of all EMEA operations of Kettle Foods and Yellow Chips; and its sales of Garden Fresh Gourmet, Bolthouse Farms and Kelsen Group A/S
  • Healthcare Merger Corp., a SPAC sponsored principally by Shulman Ventures and MTS Health Partners, in its merger with SOC Telemed in a transaction that implies an initial enterprise value of $720 million
  • SiriusXM in its acquisitions of 99% Invisible Inc., Simplecast, Stitcher and a minority stake in SoundCloud Ltd.
  • Deluxe Corporation in its $960 million acquisition of First American Payment Systems, L.P.
  • The Kroger Company in its joint venture with Lindsay Goldberg to form PearlRock Partners
  • Kinder Morgan, Inc. 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
  • Sun Life Financial Inc. in its acquisition of a majority stake in Bentall GreenOak
  • Apollo Infrastructure in its acquisition of Lendlease (US) Telecom Holdings LLC (n/k/a Parallel Infrastructure)
  • Evercore, as financial advisor to a committee of independent directors of T-Mobile US, Inc., in T-Mobile's $146 billion merger with Sprint Corporation
  • Intel Corporation in its $16.7 billion acquisition of Altera Corporation
  • Thomas H. Lee Partners, as a shareholder of West Corporation, in West's $5.1 billion sale to Apollo Global Management
  • Thomas H. Lee Partners in the sale of THL Credit Advisors LLC to First Eagle Investment Management, LLC
  • Providence Equity Partners as lead investor, together with Ares Management, in a $400 million acquisition of convertible preferred shares of OUTFRONT Media, Inc.
  • inVentiv Health, Inc. in its $4.6 billion merger with INC Research Holdings, Inc. creating Syneos Health, Inc.
  • Media General Inc. in its $4.6 billion sale to Nexstar Broadcasting Group Inc.
  • The Board of Directors of Axiall Corporation in its $3.8 billion sale to Westlake Chemical Corporation
  • Brookfield Asset Management 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.
  • The Kroger Company in the $2.15 billion sale of its convenience store business unit to EG Group; its up to $700 million acquisition of Home Chef; and its sale of its Turkey Hill business to Peak Rock Capital
  • Walgreens Boots Alliance, Inc., together with KKR as investors in a newly formed company, in that company's $1.4 billion take-private of PharMerica Corporation
  • The Home Depot, Inc. in its acquisition of the assets of The Company Store Group, LLC
  • CompuCom Systems, Inc. (a portfolio company of Thomas H. Lee Partners) in its $1 billion sale to Office Depot, Inc.
  • Avista Healthcare Public Acquisition Corp., a SPAC sponsored by Avista Capital Holdings, in its proposed $924 million merger with Envigo International Holdings, Inc.
  • First Data Corporation in its $750 million acquisition via cash tender offer of CardConnect Corp.; its acquisition of Acculynk; and its $760 million acquisition of BluePay, Inc.
  • PSAV, Inc., Goldman Sachs and Olympus Partners (PSAV’s sponsors) in the sale of PSAV to Blackstone
  • Thomas H. Lee Partners and inVentiv Health, Inc. (n/k/a Syneos Health, Inc.) in THL’s sale of a 50% interest in inVentiv to Advent International, valuing inVentiv at $3.8 billion
  • G&K Services, Inc. in its $2.2 billion merger with Cintas Corporation
  • Brookfield Asset Management Inc. in its approximately $855 million acquisition of GrafTech International Ltd.
  • Elizabeth Arden, Inc. in its $870 million sale to Revlon, Inc.
  • MGM Resorts International 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
  • MGM Resorts International in its formation of MGM Growth Properties LLC (MGP) and on the corporate aspects of MGP’s $1.05 billion initial public offering
  • Benefytt Technologies, Inc. in its $625 million take-private by Madison Dearborn Partners
  • Signet Jewelers Limited in its $625 million sale of convertible preferred shares to Leonard Green & Partners, the proceeds from which were to be used to fund a repurchase of up to $625 million in Signet common stock
  • Signet Jewelers Limited in its $328 million acquisitions of R2Net, Inc. and Segoma Imaging Technologies
  • OMERS Private Equity, together with Harvest Partners, in the approximately $1 billion take-private acquisition of Epiq Systems, Inc. and its combination with Document Technologies Inc.
  • Progressive Waste Solutions Ltd. in its $2.67 billion merger with Waste Connections, Inc.
  • Iron Mountain in its approximately $2.6 billion acquisition of Recall Holdings Ltd.
  • Kinder Morgan in its $76 billion acquisition of all the outstanding equity securities of Kinder Morgan Energy Partners, Kinder Morgan Management and El Paso Pipeline Partners
  • Ceridian LLC, THL and Fidelity National Financial in the $3.45 billion sale of Comdata Inc. to FleetCor Technologies Inc.
  • Health Management Associates in its $7.6 billion sale to Community Health Systems
  • Fidelity National Financial (FNF) in a series of transactions that brought about the tax-free distribution of its interest in Black Knight Financial Services, Inc. (n/k/a Black Knight, Inc.) to owners of FNF Group, following which Black Knight became an independent, publicly traded company; and in its $2.9 billion acquisition of Lender Processing Services (n/k/a Black Knight, Inc.)
  • Hess Energy Trading Company LLC (HETCO) in Hess Corporation’s sale of its interest in HETCO to Oaktree Capital Management
  • Evercore, as financial advisor to the Special Committee of the Board of Directors of Dell, in Dell’s $24.4 billion going-private acquisition
  • Special Committee of McMoRan Exploration in the $3.4 billion sale of the company as part of three-way merger with Freeport-McMoRan and Plains Exploration & Production Company – a deal with total transaction value of approximately $20 billion
  • GS Capital Partners and affiliates in its sale of USI Insurance Services to Onex Corporation, in a transaction valued at approximately $2.3 billion
  • Medicis Pharmaceutical Corporation in its $2.6 billion sale to Valeant Pharmaceuticals International (n/k/a Bausch Health Companies)
  • Lincare Holdings in its $4.6 billion acquisition by Linde Group of Germany
  • Thomas H. Lee Partners in its $2.7 billion acquisition of a majority stake in Party City; as shareholder in its $2 billion sale of Sterling Financial Corp. to Umpqua Holdings Corp.; its acquisition and sale of a majority stake in 1-800 CONTACTS, Inc. and subsequent sale of a majority stake to AEA Investors; with Fogo de Chão Churrascaria (Holdings), LLC in its $560 million take-private sale to Rhône Capital; and Intermedix Corporation in its $460 million sale to R1 RCM Inc.
  • Canadian pension funds in the unsolicited bid for and subsequent acquisition of the Toronto Stock Exchange
  • Morgan Stanley, as financial advisor to Burger King Holdings, in connection with Burger King’s $4 billion acquisition by 3G Capital Management
  • American International Group in its sale of an 80% stake in consumer credit provider American General Finance to certain managed funds and affiliates of Fortress Investment Group, part of AIG’s strategy to monetize non-core assets and repay TARP funding provided by the U.S. government
  • ProSight Specialty Insurance Holdings, a specialty P&C insurance company and portfolio company of GS Capital Partners and TPG Capital, in its $230 million acquisition of NYMAGIC
  • Cedar Fair in its proposed $2.4 billion acquisition by an affiliate of private equity firm Apollo Global Management
  • AIG in connection with its global mergers and acquisitions program
  • Willis Group Holdings Limited in the $2.1 billion acquisition of Hilb Rogal & Hobbs Company
  • NYMEX Holdings, Inc. in connection with the $9.4 billion acquisition by CME Group, Inc.
  • Providence Equity Partners, Ontario Teachers’ Pension Plan Board and Madison Dearborn Partners in connection with the proposed $48.5 billion acquisition of BCE Inc. (Bell Canada)
  • GS Capital Partners in connection with its $27.5 billion acquisition of Alltel
  • Friendly Ice Cream Corporation in connection with the acquisition of Friendly’s by affiliates of Sun Capital
  • Tecumseh in its defense of a proxy contest by its largest shareholder
  • Special Committee of the Board of Directors of Affiliated Computer Services in connection with a takeover offer from Cerberus Capital Management and Mr. Darwin Deason
  • The Children’s Place in its proxy fight with former CEO Ezra Dabah
  • Illumina Inc. in its $600 million acquisition of Solexa Inc.
  • Investcom LLC in connection with the $5.5 billion acquisition of Investcom by MTN Group Ltd.
  • Sony Corporation of America in the $4.7 billion acquisition of Metro-Goldwyn-Mayer
  • The MONY Group in the $2.3 billion acquisition of The MONY Group by AXA Financial
  • Abgenix, Inc. in the $2.2 billion acquisition of Abgenix by Amgen, Inc.
  • A consortium led by Stone Point Capital in its $1.5 billion acquisition of AXA Re
  • USI Holdings in its $1.4 billion acquisition by affiliates of GS Capital Partners
  • Sumitomo Corporation of America in its $1.1 billion acquisition of TBC Corporation
  • Actavis Group h.f. in its $800 million acquisition of Alpharma Inc.’s international generics business
  • Talbots Inc. in its $467 million acquisition of The J Jill Group
  • AXA Financial in the sale of The Advest Group, Inc. to Merrill Lynch
  • PxRE in its merger with Argoneut
  • Executive Risk in its acquisition by Chubb
  • Investcorp in its acquisition of FleetPride Corporation
  • The Walt Disney Company in the $66 billion unsolicited offer from Comcast Corporation

Michael has counseled clients on a broad range of corporate, securities and business-related matters, including directors’ duties and responsibilities and other aspects of corporate governance, disclosure issues and compliance matters, as well as defensive measures and takeover tactics. He has been included on the 2020, 2019, 2018, 2017 and 2014 NACD Directorship 100, a list of the 100 most influential people in the boardroom compiled by NACD Directorship magazine.

Michael is ranked Band 1 for Corporate/M&A by Chambers Global and Chambers USA, where clients refer to him as “first class” and having “incredible knowledge about any M&A transaction.” He is listed in the M&A “Hall of Fame” by Legal 500 US, where clients note he is “one of the best outside lawyers in a boardroom environment.” Michael is also recognized as a “Market Leader” by IFLR1000, where clients have described him as being the “best in the business” and is consistently recognized in Best Lawyers in America. He is named among Lawdragon’s “500 Leading Dealmakers in America” list. Michael was shortlisted for 2020 Corporate Lawyer of the Year by The American Lawyer, has been named an M&A “MVP” multiple times by Law360 and an M&A “Trailblazer” by The National Law Journal. He has also been named a Dealmaker of the Year and Dealmaker of the Week many times by The American Lawyer for his lead roles on blockbuster M&A transactions. Michael was the first lawyer ever to be featured as a “Rainmaker” in Institutional Investor, citing his role in shielding clients from the potential collapse of proposed merger and acquisition deals, was selected as one of Crain’s New York Business “40 Under 40” honorees and one of the “40 Business People Under 40 to Watch in 2009” by The Investment Dealers’ Digest. Michael was also named one of The National Law Journal’s “40 Under 40” for his work in the mergers and acquisitions area in 2005.

Michael is an elected Fellow of the American College of Governance Counsel. He has authored several articles discussing the fiduciary duties of corporate directors and officers, recent developments in the areas of mergers and acquisitions and corporate compliance matters, including Sarbanes-Oxley and the related rules adopted by the SEC and the securities exchanges. He is also a frequent lecturer in these areas, and participated in a panel on Developments Affecting M&A Investment Bankers and Their Clients at the Tulane University Law School Annual Corporate Law Institute. Michael received the Burton Award for Legal Achievement for his articles, “Bank M&A in the Wake of Dodd-Frank” (The Banking Law Journal, November/December 2010) and “Taking a Hard Look at Poison Pills” (New York Law Journal, November 7, 2005).

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