Marshall P. Shaffer, P.C.

Mergers and Acquisitions*

• McDonald’s in its sale of Dynamic Yield to Mastercard 
• McDonald’s in its sale of McDTech Labs to IBM 
• Polestar Performance AB in its $20 billion combination with Gores Guggenheim Inc. 
• Yucaipa Acquisition Corporation in its $3.2 billion combination with SIGNA Sports United
• Wheels in its combination with Donlen, with Athene the lead investor in the $5 billion combined assets
• Gamut Capital Management in its acquisition of Davis-Standard 
• Pioneer, a special purpose acquisition company, in its $2.2 billion acquisition of Acorns
• RS Energy Group Inc. in its sale to Enverus
• The Special Committee of the Board of Directors of Taubman Centers, Inc. in Taubman’s $9.8 billion merger and joint venture with Simon Property Group
• Gamut Capital Management in its acquisition of Grede
• Le Tote Inc. in its acquisition of Lord + Taylor
• Corning in DuPont’s $725 million sale of its stake in the Hemlock Semiconductor joint venture to Corning and its trichlorosilane business to Hemlock Semiconductor
• Grede in its acquisition of Neenah Enterprises, Inc.’s commercial vehicle business, select portions of its industrial casting business and the Advanced Cast Products (ACP) business
• Chubb in its $28.3 billion acquisition by ACE Limited
• Medivation in its $14.6 billion acquisition by Pfizer
• Zoetis in its $2.0 billion acquisition of Abaxis
• URS in its $6.0 billion sale to AECOM Technology
• Transaction Committee of the Board of Directors of Jefferies in its $2.6 billion merger with Leucadia National Corporation
• Special Committee of the Facebook Board of Directors in the terminated reclassification of Facebook’s capital structure through the creation of a new class of publicly listed, non-voting common stock, including negotiation of related governance agreements with Mark Zuckerberg
• Lions Gate Entertainment in its $4.3 billion merger with Starz
• CBS in the $2.0 billion sale of CBS Radio to Entercom Communications through a Reverse Morris Trust transaction
• CBS in the $225 million sale of its international outdoor advertising business to affiliates of Platinum Equity
• Affiliates of Searchlight Capital Partners in their $2 billion acquisition of Mitel Networks Corporation
• Affiliates of Apollo Global Management in their $5.1 billion acquisition of West Corporation
• Affiliates of Apollo Global Management in their acquisition by its affiliated funds of Presidio from American Securities
• West Corporation, a portfolio company of funds affiliated with Apollo Global Management, in its $335 million acquisition of Nasdaq’s Public Relations Solutions and Digital Media Services Businesses
• Presidio, a portfolio company of funds affiliated with Apollo Global Management, in its sale of Atlantix Global Systems to Millstein & Co.
• AMB Property Corporation in its $14.0 billion merger with ProLogis, to create a REIT with combined assets owned and under management of $46.0 billion
• Sunrise Senior Living in its $4.3 billion sale to Health Care REIT, including various related financing matters and buy-outs of joint venture partners
• Sunrise Senior Living in the sale of its management company to KKR, Beecken Petty and Health Care REIT
• Cousins Properties in its merger with Parkway Properties and simultaneous spin-off of their combined Houston assets, creating two publicly-traded REITs with a combined gross asset value of $7.0 billion
• Alleghany Corporation in its $3.4 billion acquisition of Transatlantic Holdings
• ANN INC., the parent company of Ann Taylor, in its $2.2 billion sale to ascena retail group
• Chesapeake Energy Corporation in its $338 million acquisition of Bronco Drilling Company
• Itaú Unibanco Holding S.A. in its acquisition of Citigroup’s retail banking and insurance assets in Brazil
• Itaú Unibanco Holding S.A. in its restructured acquisition of Citigroup’s retail banking and insurance assets in Brazil
• Invesco Ltd. in its $1.2 billion acquisition of Guggenheim’s exchange-traded funds (ETF) business
• Sterne Agee Group in its $150 million acquisition by Stifel Financial
• Sterne Agee Group in its sale of its equity sales, trading and research division to CRT Capital
• Sterne Agee Group in its sale of its FBC Mortgage subsidiary to the founders of FBC Mortgage
• Triumph Bancorp in its $133 million acquisition of Doral Money in connection with the FDIC’s auction process for Doral Bank
• Hilltop Holdings in its acquisition of PlainsCapital Corporation for approximately $537 million in cash and stock
• McGraw Hill Companies in its ultimately terminated acquisition of Oil Price Information Service, LLC from United Communications Group
• AMPORTS, a portfolio company of a private equity fund, in its sale
• Blyth in its $98 million acquisition by The Carlyle Group
• The Carlyle Group in its acquisition of additional interests in Duff & Phelps
• EW Healthcare Partners in its acquisition of TherapeutricsMD, Inc. 
• Evolve IP in its sale to Great Hill Partners
• Miller Investment Management as lead investor in a $20 million follow-on investment in honeygrow and $5 million acquisition of interests in honeygrow from an existing shareholder
• Le Tote Inc. on the sale of its intellectual property and e-commerce assets to Saadia Group LLC

Restructurings, Recapitalizations and Investments*

• Aearo Technologies and its debtor affiliates in their Chapter 11 cases filed in the U.S. Bankruptcy Court for the Southern District of Indiana. Aearo Technologies and its non-debtor parent 3M are defendants in the largest multi-district litigation in history, with over 230,000 personal injury claims filed related to certain historical Aearo products
• Tacombi in its $27.5 million investment round led by Danny Meyer’s Enlightened Hospitality Investments
• Clearwater Analytics in its new investment from Permira, Warburg Pincus and Durable Capital, with Welsh Carson remaining a majority stockholder 
• Le Tote, Inc., Lord & Taylor LLC and their affiliates in their Chapter 11 cases filed in the U.S. Bankruptcy Court for the Eastern District of Virginia
• TPG RE Finance Trust in its up to $325 million investment from Starwood Capital
• TPG RE Finance Trust in the sale of its $572 million debt securities portfolio
• CBS Radio in its $1.7 billion financing transactions
• Lions Gate Entertainment in its entry into commercial agreements with Liberty Global and Discovery Communications and in the acquisition by Liberty Global and Discovery Communications of a minority stake in Lions Gate from MHR Fund Management
• Lions Gate Entertainment in its acquisition of a minority interest in Starz from John Malone in exchange for a minority interest in Lionsgate
• Education Management Corporation in its $1.5 billion restructuring and related delisting transactions
• Presidio, a portfolio company of funds affiliated with Apollo Global Management, in its $160 million stock buyback from affiliates of Apollo Global Management
• Presidio, a portfolio company of funds affiliated with Apollo Global Management, in its $700 million term loan financing
• Presidio, a portfolio company of funds affiliated with Apollo Global Management, in the refinancing of its $700 million term loan facility
• Special Committee of the Board of Directors of Activision Blizzard in an $8.2 billion purchase of shares of Activision from Vivendi, S.A., its controlling stockholder, by Activision and ASAC II L.P., an investment vehicle formed by Activision’s CEO Bobby Kotick and Co-Chairman Brian Kelly
• hibu in seeking Chapter 15 recognition of its $1.5 billion debt restructuring through a UK scheme of arrangement
• HGGC in its $115 million strategic equity investment in Upland Software    
• Key Energy Services in its $1.0 billion debt restructuring through a pre-packaged Chapter 11 plan
• Metropolitan Bank Group in its $206.7 million recapitalization by an investor group led by Roberto Herencia, former President and Director of Popular North America, Inc.
• M&T Bank Corporation in its $500 million sale of 500,000 depositary shares to J.P. Morgan Securities LLC
• Fortune 100 Company in a $2.5 billion ownership transfer by its controlling shareholder in connection with implementation of a succession plan

Spin-Offs and Securities Offerings*

• Plum Acquisition Corp. I, a special purpose acquisition vehicle, in its $300 million initial public offering
• Plum Partners, LLC, the sponsor of a special purpose acquisition vehicle, in its at-risk capital raise
• Kernel Group Holdings, a special purpose acquisition vehicle, in its upsized $265 million initial public offering
• Kernel Capital Group, the sponsor of a special purpose acquisition vehicle, in its at-risk capital raise 
• CBS Outdoor Americas in its $644 million initial public offering
• Triumph Bancorp in its $100 million initial public offering
• CBS in connection with the terminated initial public offering of CBS Radio
• Lions Gate Entertainment in the $368 million underwritten secondary offering of its common shares by investment funds affiliated with MHR Fund Management
• Lions Gate Entertainment in the underwritten offering of Lions Gate common shares by Bank of America, as counterparty to certain derivatives transactions with Liberty Global and Discovery Communications, with J.P. Morgan as underwriter
• Funds affiliated with Apollo Global Management in their sale of 3,000,000 shares of Presidio common stock
• Presidio, a portfolio company of funds affiliated with Apollo Global Management, in its $250 million initial public offering
• Funds affiliated with Apollo Global Management in the $145.5 million secondary offering of Presidio common stock
• ViSalus and Blyth in the $175 million proposed initial public offering of ViSalus, a majority-owned subsidiary of Blyth
• Covidien plc in its $2.5 billion spinoff of Mallinckrodt plc, its pharmaceuticals business

*Certain transactions occurred prior to joining Kirkland