Sarkis Jebejian, P.C.

Public Company Representations

• Six Flags Entertainment Corporation in its $8 billion merger of equals with Cedar Fair
• BAE Systems in several transactions over the past 20 years, including:
  
  • $5.5 billion pending acquisition of Ball Aerospace
  • $4.1 billion acquisition of Armor Holdings
  • $3.97 billion acquisition of United Defense Industries
• Option Care Health, Inc., in its proposed $3.6 billion merger with Amedisys, Inc.
• Ruth’s Hospitality Group in its $715 million acquisition by Darden Restaurants
• WellCare Health Plans in 4 transactions since 2017 including:
  • $17.3 billion acquisition by Centene Corporation and related Medicaid divestitures to Anthem
  • $2.5 billion acquisition of Meridian Health Plans
• Infineon Technologies AG in multiple transactions since 2014 including:
  • $10.0 billion acquisition of Cypress Semiconductor Corporation
  • $3.0 billion acquisition of International Rectifier Corporation
• Nexstar Media Group in 5 transactions since 2016 including:
  • $6.4 billion acquisition of Tribune Media Co.
  • $4.6 billion acquisition of Media General, ending a six-month public takeover battle
• Diversey Holdings and Bain Capital on Diversey's $4.6 billion sale to Solenis
• Groupe Bruxelles Lambert, as the majority shareholder of Webhelp, in the $4.8 billion combination of Webhelp and Concentrix Corporation
• Accenture in 30 transactions since 2013 including:
  • $1+ billion acquisition of Novetta, Inc., its largest-ever acquisition
  • acquisition of Symantec’s Cyber Security Services business from Broadcom, Inc.
  • $375.0 million acquisition of Procurian Inc.
  • $317.0 million acquisition of Acquity Group
• Lee Enterprises in response to an unsolicited acquisition proposal from Alden Global Capital and in its successful defense of an attempted proxy contest by Alden
• Eli Lilly in its $2.4 billion acquisition of DICE Therapeutics, its acquisition of Versanis Bio for up to $1.925 billion, its $1.4 billion acquisition of POINT Biopharma, its divestiture of BAQSIMI to Amphastar Pharmaceuticals for up to $1.075 billion and in connection with several other transactions
• IGATE Corporation in its $4.0 billion sale to Capgemini S.A.
• ADTRAN, Inc. in its $2.0 billion merger with ADVA
• Paya Holdings Inc. in its sale to Nuvei Corporation for approximately $1.3 billion
• Commercial Metals Company in its $550.0 million acquisition of Tensar Corporation
• Fox Corporation:
  • $440.0 million acquisition of Tubi
  • $397.0 million acquisition of Credible Labs
• Strayer Education in its $1.9 billion merger of equals with Capella Education Company
• Toshiba in connection with receiving CFIUS approval for its $15 billion acquisition by Japan Industrial Partners

REITs and Real Estate

• GLP in the $18.7 billion sale of its U.S. logistics business to Blackstone, the largest-ever private real estate transaction
• Equity One in its $15.6 billion stock-for-stock merger with Regency Centers Corporation
• Ladder Capital, a NYSE-listed mortgage REIT, in connection with the review and rejection of an unsolicited ~$1.7 billion acquisition proposal from Related Fund Management
• Starwood Capital Group in its proposed $605.0 million acquisition of Forestar, resulting in the strategic acquisition of Forestar assets

Asset Management and Insurance

• Helios Holdings Limited in its combination with Fairfax Africa Holdings
• Rhône Group in its strategic partnership and sale of a 30% stake to Eurazeo
• Hamilton Insurance Group in its sale of Hamilton USA and expansion of its strategic partnership with AIG and Two Sigma Insurance Quantified
• Flagstone Reinsurance Holdings in its $623.2 million sale to Validus Holdings

Special Committee

• Special Committee of the Board of Directors of Spectrum Brands in connection with the $10.0 billion merger of Spectrum Brands and HRG Group
• Talen Energy in its evaluation and rejection of an unsolicited $11 per share proposal from 35% shareholder Riverstone Holdings resulting in the $5.2 billion sale of Talen at a substantially increased price of $14 per share

Public Company Activism Defense

• Sylvamo in connection with its cooperation agreement with Atlas Holdings
• Six Flags Entertainment Corporation in connection with its agreements with H Partners regarding the composition of the Six Flags board, shareholder activism by Land and Buildings and its CEO transition
• Rice Energy in the successful defense against opposition by JANA Partners to the $6.7 billion acquisition by EQT Corporation
• Lee Enterprises in response to the “withhold-the-vote” campaign by Cannell Capital
• Ultra Petroleum Corp. in connection with the governance agreement with its largest shareholder, Fir Tree Partners
• Bonanza Creek Energy in connection with opposition by investors Carl Icahn and Fir Tree Partners to the $746.0 million proposed acquisition by SandRidge Energy
• SunEdison Inc. in connection with its negotiation and agreement with activist investor Greenlight Capital regarding various corporate governance initiatives

Private Equity Representations

• Vista Equity Partners in 8 transactions since 2013 including:
  • $8.4 billion acquisition of Avalara, Inc.
  • $4.3 billion acquisition of TIBCO Software
  • $2.7 billion acquisition of Vertafore
  • acquisition of Farelogix by Vista portfolio company Accelya
  • acquisition, alongside funds managed by Blackstone, of Ellucian
• Bain Capital:
  
  • $6.9 billion acquisition of BMC Software with Golden Gate Capital and subsequent sale to KKR
  • $3.16 billion acquisition of Chindata Group Holdings Limited
  • investment in Surgery Partners and Surgery Partners’ simultaneous $760.0 million acquisition of National Surgical Healthcare
  • $500 million acquisition of Blue Nile with Bow Street Capital
• Golden Gate Capital:
  • proposed $825.0 million sale of Eddie Bauer to Jos A. Bank, during the hostile bid by Men’s Wearhouse
  • $2.1 billion acquisition of Red Lobster
• EQT Infrastructure in its $5.3 billion acquisition of Covanta Holding Corp.
• Lead consortium investor in the $4.76 billion take-private of China Biologic Products Holdings, Inc.
• Madison Dearborn Partners in its acquisition of Benefytt Technologies
• Warburg Pincus in the establishment of Vivtera, a global business process management company, and in the acquisition of Arise Virtual Solutions

Joint Ventures

• Tripadvisor in its joint venture and strategic partnership with Trip.com
• Avaya Holdings Corp. in its strategic partnership with RingCentral
• Corning Inc. in the unwinding of its 73-year-old Dow Corning joint venture with Dow Chemical Co. in exchange for $4.8 billion in cash and other businesses
• Accenture in its joint venture with Apax Partners relating to the carve out of Accenture’s Duck Creek Technologies
• Genpact in its joint venture with Markit Group Ltd. to launch Markit|Genpact KYC (“Know Your Customer”)

Carve-Outs

• Spectrum Brands in its $2.0 billion carve-out sale of its global consumer battery business to Energizer
• Accenture in its $830.0 million carve-out sale of Navitaire to Amadeus S.A.

Financial Advisor Representations

• Lazard as financial advisor:
  • Special Committee of the Board of Directors of VMware in VMware's $2.7 billion acquisition of Pivotal Software
  • Special Committee of SolarCity in its $2.6 billion merger with Tesla Motors
  • Google’s $2.6 billion acquisition of Looker
  • Bacardi Ltd.’s $5.1 billion acquisition of Patron Spirits International
  • Reynolds American’s $49.0 billion merger with British American Tobacco
  • Reynolds American’s $27.4 billion acquisition of Lorillard
• Morgan Stanley, as financial advisor, to Auxilium Pharmaceuticals, Inc. in its $2.6 billion sale to Endo International plc
• Moelis & Co. as financial advisor:
  • Sucampo Pharmaceutical’s $278.0 million acquisition of R-Tech Ueno
  • Columbus McKinnon Corp.’s $189.0 million acquisition of Magnetek

Cravath, Swaine & Moore LLP, 1994–2012

• Partner, 2002–2012