Zoey Hitzert

SEC Compliance, Disclosure and Governance Advice

• AbbVie, JBT Marel, Norwegian Cruise Line, Waters Corporation

AbbVie in its:

• $63 billion acquisition of Allergan
• issuance of $30 billion of senior notes to finance its acquisition of Allergan
• exchange offers and consent solicitations for ~$22 billion of Allergan debt in connection with its acquisition of Allergan
• $8.7 billion acquisition of Cerevel Therapeutics

American Bath Group in connection with a comprehensive debt refinancing, including the issuance of new first lien notes and an uptier exchange offer

Anywhere Real Estate in its $500 million senior secured second lien notes offering

Ares Management Corporation in its offerings of $1.5 billion of mandatory convertible preferred stock and $750 million of senior notes to finance a portion of the acquisition of the international business of GLP Capital Partners

Bain Capital and its portfolio company, Blue Nile, in the sale of Blue Nile to Signet Jewelers

Bain Capital in its pre-IPO minority investment in CI Financial’s US wealth management business

Bed Bath & Beyond in its up to $1 billion equity derivatives offering

Birkenstock and L Catterton in Birkenstock’s $1.5 billion IPO

BrandSafway, a portfolio company of CD&R and Brookfield, in a series of recapitalization transactions

Brightstar Capital Partners in its acquisition of a majority stake in Brightstar Corp., including Brightstar Corp.’s $420 million senior secured notes offering

Builders FirstSource in multiple offerings of senior and senior secured notes

Cloud Software in multiple senior secured notes offerings

CRH in its pending $8.5 billion acquisition of Arcosa

Dana in its pending combination with Eaton’s Mobility business

Delphi Technologies in its $3.3 billion sale to BorgWarner

Fox in its:

• $440 million acquisition of Tubi
• $1.2 billion senior notes offering
• $1.25 billion senior notes offering

Greenbriar Equity Group in its strategic partnership with AIT Worldwide Logistics and related $500 million senior notes offering

Huntsman International in its $400 million offering of senior notes

Investor consortium comprised of PIF, Silver Lake and Affinity Partners in its $55 billion acquisition of Electronic Arts, the largest take-private investment in history, including related financing transactions

John Bean Technologies in its €3.5 billion acquisition of Marel

JBT Marel in its $575 million convertible notes offering

KKR in its:

• investment in Cotiviti
• investment in Crowe
• investment in Henry Schein
• pending acquisition of Integer
• investment in Keurig Dr Pepper

L Catterton in its $680 million acquisition of Thorne HealthTech

ModivCare in its raising of $105 million in incremental financing

Neiman Marcus in its $1.09 billion exchange offer and consent solicitation

Nexstar Media in its $665 million add-on senior notes offering

Norwegian Cruise Line in numerous capital markets transactions, including:

• its $2.4 billion transaction involving four different capital markets products, the first-ever four-tranched marketed financing
• multiple follow-on offerings of common stock
• multiple offerings of senior and senior secured notes
• multiple offerings of exchangeable notes

Option Care Health and Madison Dearborn Partners in connection with over $2 billion of primary and secondary offerings of OPCH’s common stock

Option Care Health in its proposed merger with Amedisys (terminated)

QualTek in its business combination with Roth CH Acquisition III Co.

RealTruck and L Catterton in RealTruck’s comprehensive liability management and refinancing transaction

Stone Point Capital in its $6 billion acquisition of CoreLogic, including CoreLogic’s $750 million senior secured notes offering

The underwriters in multiple senior notes offerings by Visa, including Visa’s inaugural green bond offering and inaugural euro bond offering

Waters Corporation in its $39 billion combination with Becton Dickinson’s Biosciences and Diagnostics Solutions business and related $3.5 billion senior notes offering

WeWork in its comprehensive restructuring of its capital structure

Vista Equity Partners, alongside an affiliate of Elliott Investment Management, in its $16.5 billion acquisition of Citrix Systems, including related financing transactions

VSP Vision in its acquisition of Marcolin

VSP Vision in multiple senior notes offerings

Ziff Davis in its $1.2 billion sale of its Connectivity division to Accenture

Associate, Davis Polk & Wardwell LLP, 2015–2019

• Secondment at Bank of America Merrill Lynch, October 2017–June 2018