Sarkis Jebejian, P.C.

Significant Public Company Relationships

• Eli Lilly in numerous transactions since 2021 with an aggregate value of more than $11 billion, including:
  • $3.2 billion acquisition of Morphic Holding, Inc.
  • $2.4 billion acquisition of DICE Therapeutics
  • $1.4 billion acquisition of POINT Biopharma
• BAE Systems in numerous transactions over the past 20 years with an aggregate value of more than $15 billion, including:
  • $5.5 billion acquisition of Ball Aerospace
  • $4.1 billion acquisition of Armor Holdings
  • $4 billion acquisition of United Defense Industries
• Accenture in numerous transactions since 2013 with an aggregate value of more than $7 billion, including:
  • $1+ billion acquisition of Novetta, Inc., its largest-ever acquisition
  • $830 million sale of Navitaire to Amadeus IT Group SA
  • acquisition of Symantec’s Cyber Security Services business from Broadcom, Inc.
• Infineon Technologies AG in multiple transactions, including:
  • $10 billion acquisition of Cypress Semiconductor Corporation
  • $3 billion acquisition of International Rectifier Corporation
• Nexstar Media Group in multiple transactions, including:
  • $6.4 billion acquisition of Tribune Media Co.
  • $4.6 billion acquisition of Media General, ending a six-month public takeover battle

Mergers of Equals and Stock-for-Stock Mergers

• WellCare Health Plans in its $17.3 billion merger with Centene Corporation and related Medicaid divestitures to Anthem
• Six Flags Entertainment Corporation in its $8 billion merger of equals with Cedar Fair
• Equity One in its $15.6 billion stock-for-stock merger with Regency Centers Corporation
• Special Committee of the Board of Directors of Spectrum Brands in connection with the $10 billion merger of Spectrum Brands and HRG Group
• Option Care Health in its proposed $3.6 billion merger with Amedisys
• ADTRAN, Inc. in its $2 billion merger of equals with ADVA
• Strayer Education in its $1.9 billion merger of equals with Capella Education Company
• Helios Holdings Limited in its merger with Fairfax Africa Holdings

Public Company Sale Transactions

• R1 RCM in its $8.9 billion sale to TowerBrook Capital and Clayton, Dubilier & Rice
• Diversey Holdings and Bain Capital in Diversey's $4.6 billion sale to Solenis
• IGATE Corporation in its $4 billion sale to Capgemini S.A.
• Perficient in its $3 billion sale to EQT
• Paya Holdings Inc. in its sale to Nuvei Corporation for $1.3 billion
• Ruth’s Hospitality Group in its $715 million sale to Darden Restaurants
• Flagstone Reinsurance Holdings in its $623 million sale to Validus Holdings

Carve-Out Transactions

• GLP in the $18.7 billion sale of its U.S. logistics business to Blackstone, the largest-ever private real estate transaction
  
• Spectrum Brands in its $2 billion sale of its global consumer battery business to Energizer
  
• Palo Alto Networks in its $500 million acquisition of IBM’s QRadar Software as a Service business, and its strategic partnership with IBM to deliver AI-powered security outcomes to customers
  
• Hamilton Insurance Group in its sale of Hamilton USA and expansion of its strategic partnership with AIG and Two Sigma Insurance Quantified

Hostile and Unsolicited M&A

• Lee Enterprises in its successful defense against a hostile bid and attempted proxy contest by Alden Global Capital, and in response to the “withhold-the-vote” campaign by Cannell Capital
  
• 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
  
• Bain Capital in its $2.2 billion investment in II-VI’s $6.5 billion acquisition of Coherent amidst a public takeover battle
  
• Nexstar Media Group in its $4.6 billion acquisition of Media General, ending a six-month public takeover battle
  
• 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
  
• Golden Gate Capital in the proposed $825 million sale of Eddie Bauer to Jos A. Bank, during the hostile bid by Men’s Wearhouse

Shareholder 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
  
• 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 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

Other Public Company Matters

• Groupe Bruxelles Lambert in the $4.8 billion sale of Webhelp to Concentrix Corporation
  
• WellCare Health Plans in multiple transactions, including:
  
  • $2.5 billion acquisition of Meridian Health Plans
    
  • $800 million acquisition of Universal American Corp.
    
• Commercial Metals Company in its $550 million acquisition of Tensar Corporation
  
• WeWork in the comprehensive restructuring of its capital structure
  
• Toshiba in connection with receiving CFIUS approval for its $15 billion acquisition by Japan Industrial Partners
• The Heritage Group in Calumet Specialty Products Partners’ conversion from a master limited partnership to a C-Corporation

Private Equity Representations

• Vista Equity Partners in numerous transactions since 2013 with an aggregate value of more than $26 billion, including:
  
  • $8.4 billion acquisition of Avalara, Inc. 
    
  • $4.3 billion acquisition of TIBCO Software
    
  • $2.7 billion acquisition of Vertafore
    
• Bain Capital in numerous transactions since 2013 with an aggregate value of more than $17 billion, including:
  
  • $6.9 billion acquisition of BMC Software with Golden Gate Capital and subsequent sale to KKR
    
  • $3.2 billion acquisition of Chindata Group Holdings Limited
• EQT Infrastructure in its $5.3 billion acquisition of Covanta Holding Corp.
  
• Private equity consortium in the $4.8 billion take-private of China Biologic Products Holdings, Inc.
  
• GTCR in its $2.7 billion take-private acquisition of AssetMark
• Golden Gate Capital in its $2.1 billion acquisition of Red Lobster
  
• Apax Partners in its $1.8 billion take-private acquisition of Thoughtworks
  
• Starwood Capital Group in its proposed $605 million acquisition of Forestar, resulting in the strategic acquisition of Forestar assets
  
• Madison Dearborn Partners in its $410 million 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

• Accenture in its joint venture with Apax Partners relating to the carve out of Accenture’s Duck Creek Technologies
  
• 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
  
• Genpact in its joint venture with Markit Group Ltd. to launch Markit | Genpact KYC (“Know Your Customer”)
  
• Rhône Group in its strategic partnership and sale of a 30% stake to Eurazeo

Cravath, Swaine & Moore LLP, 1994–2012

• Partner, 2002–2012