Sophie J. Daroff

Mergers, Acquisitions and Divestitures

• A private family office in its investment in Leeds United Football Club as part of an equity offering by the club’s parent company, 49ers Enterprises, in connection with its promotion to the English Premier League.
• Unrivaled in the formation of Unrivaled Basketball, the women’s 3x3 basketball league, its initial $28 million Series A preferred unit investment round and exclusive multiyear media rights deal with Warner Bros. Discovery’s TNT Sports.
• Neos Partners in its acquisition of Panelmatic, Inc., a leading manufacturer of e-houses and prefabricated electrical assemblies serving the utility, renewable energy and industrial end markets.
• A private family office in connection with its investment in the Ottawa Rapid FC, a member of the Northern Super League (Canada’s first domestic women’s professional soccer league), in connection with its inaugural 2025 season.
• 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 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 PCMI, a leading provider of administration software for finance & insurance products in the automotive and consumer end markets.
  • Acquisition of FairWarning Technologies, LLC by Imprivata, Inc. (portfolio company).
  • Sale of SIGOS LLC.
• Palm Peak Capital in its first platform investment with the acquisition of Pacific Shoring Products, LLC, a manufacturer of trench safety equipment.
• SK Capital Partners:
  
  • Acquisition of J&K Ingredients, Inc., a leading food and beverage ingredient solution provider.
  • Acquisition of Spectra Confectionary Limited, the largest manufacturer of premium decorative toppings, candy panning, and confectionary products in Canada.
  • Acquisition of Spectrum Vascular, a provider of vascular access and medication management products designed to reduce health care-acquired infections.
• Sun Capital Partners:
  
  • Sale of Calcium Products, Inc., a premier manufacturer of high-quality agricultural fertilizers.
  • 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 Science Exchange, Inc.
  • 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.
• Brightstar Capital Partners:
  • Acquisition of The W.W. Williams Company, an aftermarket service and parts provider for the commercial vehicle, marine, mining and power generation equipment markets.
  • Acquisition of Axient by Astrion (portfolio company), a leading provider of mission support and advanced engineering services to the U.S. government.
• 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.

Worked with GI Research Foundation to implement enhanced governance structure including drafting and reviewing bylaws and related policies and analyzing and preparing tax status designation. Presented to the executive committee and full board regarding the documentation and governance framework.