Sophie J. Daroff

Mergers, Acquisitions and Divestitures

• Clayton, Dubilier & Rice in its acquisition of Cornerstone Building Brands, Inc. (NYSE: CNR), the largest manufacturer of exterior building products in North America, for an enterprise value of approximately $5.8 billion.
• Ingersoll Rand Inc. (NYSE:IR) in its proposed acquisition of ILC Dover, a world leader in the design and production of highly innovative solutions for biopharmaceutical, pharmaceutical and medical device markets as well as a leading supplier for the space industry for approximately $2.325 billion (plus an earnout).
• An affiliate of Cascade Investment, L.L.C. in its acquisition of a controlling interest in Four Seasons Hotel and Resorts for $2.21 billion.
• Thoma Bravo:
  
  • Sale of Adenza, a provider of mission-critical risk management and regulatory software to the financial services industry, to Nasdaq, Inc. (NASDAQ: NDAQ) for $10.5 billion in cash and shares of common stock.
  • Acquisition of Everbridge, Inc. (NASDAQ: EVBG), a global leader in critical event management (CEM) and national public warning solutions, in an all-cash transaction valuing Everbridge at approximately $1.5 billion.
  • Acquisition of FairWarning Technologies, LLC by Imprivata, Inc. (portfolio company).
  • Sale of SIGOS LLC.
• Sun Capital Partners:
  
  • Acquisition of Koch Separation Solutions, Inc. (rebranded as Kovalus Separation Solutions) from Koch Industries, Inc.
  • Acquisition of LoanLogics, Inc. and subsequent add-on acquisition.
  • Acquisitions of Full Circle Restoration and Construction Services, LLC, Advance Catastrophe Technologies, LLC Target Solutions, LLC and 24 Restore NE, LLC by Cotton Holdings (portfolio company).
  • Acquisition of Exadel, Inc., Sun’s first tech platform investment since formalizing focus on the technology vertical and subsequent add-on acquisitions of CPQi, Motion Software JSC and Codete Global Sp. Z.o.o.
  • Sale of Trulite Glass & Aluminum Solutions, the largest value-added glass fabricator and supplier of aluminum architectural products focused on small- and medium-sized jobs in North America.
  • Acquisition of Andersen Commercial Plumbing, LLC.
  • Acquisition of SalSon Logistics, Inc. by Total Transportation Services (portfolio company).
• AE Industrial Partners:
  
  • Business combination of BigBear.ai (portfolio company), a leading provider of artificial intelligence, machine learning, cloud-based big data analytics, and cyber engineering solutions, and GigCapital4, Inc., a Private-to-Public Equity (PPE)TM entity also known as special purpose acquisition company. The transaction values BigBear.ai at a $1.378 billion pro forma enterprise value.
  • Sale of Pangiam Intermediate Holdings, LLC, a leader in Vision AI for the global trade, travel, and digital identity industries, to BigBear.ai (NYSE: BBAI).
  • Acquisition of ProModel Corporation by BigBear.ai (portfolio company).
  • Acquisition of AIM MRO Holdings, Inc.
  • Simultaneous acquisition and combination of Linkware, LLC, a leading provider of custom software solutions and consulting services to federal government organizations, and Pre, LLC (Pangiam), a security and travel consulting services provider.
  • Acquisition of veriScan, an integrated biometric facial recognition system for airports and airlines by Pangiam (portfolio company).
  • Acquisition of Avista, Incorporated by Belcan (portfolio company).
• One Equity Partners in its sale of PS Logistics, the nation’s largest flatbed transportation and full-service logistics provider in the United States. 
• Waud Capital Partners:
  
  • Acquisition of Senior Helpers from Advocate Health.
  • Acquisitions of SOS Intl, LLC, Vado, Inc., e-J4, LLC, The Rowing Team, LLC (dba Blue Ocean Brain), and SafetySkills, LLC by Health & Safety Institute (portfolio company).
  • Acquisition of TeamSnap.
• SK Capital Partners in its acquisition of J&K Ingredients, Inc., a leading food and beverage ingredient solution provider.
• A&M Capital Partners in its acquisition of Raw Advantage Processing LLC, a frozen raw pet food manufacturer, by BrightPet Nutrition Group, LLC (portfolio company).
• Parthenon Capital in its sale of abeo Management Corporation.
• Bain Capital in its acquisition of OpenConnect Systems Incorporated by Rocket Software Inc. (portfolio company).

Restructuring

• Frontier Communications Corporation and its 103 debtor subsidiaries in their prearranged Chapter 11 restructuring in the U.S. Bankruptcy Court for the Southern District of New York. With over $17.5 billion in outstanding funded debt, Frontier’s Chapter 11 cases were among the largest filed in 2020.

Summer Associate, Kirkland & Ellis LLP, 2018

Legal Intern, Boston Red Sox, 2018

Represented client in her petition for guardianship of her wife, who had suffered a massive stroke that had caused significant speech and physical impairments. Although the case started out as an uncontested matter, objections and cross-petitions were filed by outside counsel for other family members, culminating in a lengthy pre-trail hearing and a favorable settlement agreement for the client.

Represented client in her application for a T Visa as a victim of human trafficking.

Represented client in her petition for guardianship of her adult daughter with autism spectrum disorder and an intellectual disability.