Marshall P. Shaffer, P.C.

Mergers, Acquisitions and Other Select Transactions*

• McDonald’s:
  
  • in its sale of Dynamic Yield to Mastercard
  • in its sale of McDTech Labs to IBM
• Polestar:
  
  • in its $20 billion merger with Gores Guggenheim
  • in its $250 million common equity private placement
• Special Committee of the Facebook Board in the proposed reclassification of Facebook’s capital structure
• Gamut Capital Management:
  
  • in its acquisition of Grede from American Axle
  • in its acquisition of Davis-Standard from ONCAP
  • in its acquisition of Dex from Staples
  • in its acquisition of Extreme Reach
  • in its strategic investment in Hoffmaster
  • in its portfolio company Grede’s acquisition of Neenah Enterprises’ commercial vehicle business, advanced cast products business and select portions of its industrial casting business
  • in its portfolio company Davis-Standard’s acquisition of Extrusion Technology Group from Nimbus
  • in its portfolio company Extreme Reach’s investment from Ares Management
• Warburg Pincus:
  
  • together with Berkshire Partners in their pending $3 billion acquisition of Triumph Group
  • in its strategic investment in Bloomerang
  • in the sale of its portfolio company, RS Energy, to Enverus
• EW Healthcare Partners:
  
  • in its control acquisition of Enercon Technologies
  • in its acquisition of Germfree
  • in the asset purchase and strategic partnership transaction between Germfree, its portfolio company, and Orgenesis
  • in the acquisition by Germfree, its portfolio company, of Arcoplast
  • in its acquisition of Advanced BioScience Laboratories
  • in its sale of Advanced BioScience Laboratories to Ascend Advanced Therapies
  • in its proposed acquisition of TherapeutricsMD
• Clearwater Analytics:
  • in its $1.5 billion acquisition of Enfusion
  • in its $560 million acquisition of Beacon
  • in its $125 million acquisition of Bistro from Blackstone
  • in its investments from Warburg Pincus, Permira and Durable Capital
• Blackstone in its $2.3 billion acquisition of Rover
• L Catterton in its $680 million acquisition of Thorne HealthTech
• Zoetis in its $2 billion acquisition of Abaxis
• Crown Laboratories:
  
  • in its $924 million agreement to acquire Revance Therapeutics
  • in its amended $325 million agreement to acquire Revance Therapeutics
• Avista Healthcare Partners in its acquisition of Trillium Health Care Products
• Commure in its acquisition of Augmedix
• Berg Health in its sale to BPGbio
• Special Committee of the Taubman Board in Taubman’s $9.8 billion sale to Simon Property Group
• Yucaipa in its $3.2 billion merger with SIGNA Sports United (SSU)
• Transom Capital Group in its pending acquisition of SigmaTron International
• Renesas:
  • in its $2 billion strategic transaction with Wolfspeed
  • in its pending restructuring support agreement with Wolfspeed
• Toshiba in its $15 billion acquisition by Japan Industrial Partners
• Wheels in its merger with Donlen, an Apollo/Athene portfolio company, creating a $5 billion combined company
• Pioneer in its proposed $2.2 billion merger with Acorns
• Le Tote:
  
  • in its acquisition of Lord + Taylor from Hudson’s Bay
  • in its sale to Saadia Group
  • in the Chapter 11 cases of Le Tote and Lord & Taylor
• Southeastern Grocers in connection with the comprehensive strategic divestiture of its businesses
• Corning:
  
  • in its acquisition of DuPont’s $725 million stake in the Hemlock Semiconductor joint venture
  • in the sale of its trichlorosilane business to Hemlock Semiconductor
• TPG RE Finance Trust:
  
  • in its up to $325 million investment from Starwood Capital
  • in the sale of its $572 million debt securities portfolio
• HGGC in its $115 million strategic equity investment in Upland Software
• Tacombi in several investment rounds, including an investment round led by Danny Meyer’s Enlightened Hospitality Investments
• Chubb in its $28.3 billion sale to ACE
• Medivation in its $14.6 billion sale to Pfizer
• Covidien plc in its $2.5 billion spinoff of Mallinckrodt
• AMB Property in its $14 billion merger with ProLogis, creating a REIT with combined assets owned and under management of $46 billion
• URS in its $6 billion sale to AECOM
• CBS:
  
  • in its $2 billion sale of CBS Radio to Entercom Communications through a Reverse Morris Trust transaction
  • in its $1.7 billion financing transactions involving CBS Radio
  • in the terminated initial public offering of CBS Radio
  • in the $225 million sale of its international outdoor advertising business to Platinum Equity
  • in the $644 million initial public offering of CBS Outdoor Americas
• Lions Gate Entertainment:
  
  • in its $4.3 billion merger with Starz
  • in its entry into commercial agreements with Liberty Global and Discovery Communications
  • in the acquisition by Liberty Global and Discovery Communications of a minority stake in Lions Gate from MHR Fund Management
  • in its acquisition of a minority interest in Starz from John Malone in exchange for a minority interest in Lionsgate
  • in the $368 million underwritten secondary offering of its common shares by investment funds affiliated with MHR Fund Management
  • 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
• Special Committee of the Activision Blizzard Board in the $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
• Apollo:
  
  • in its $5.1 billion acquisition of West Corporation
  • in its portfolio company West Corporation’s $335 million acquisition of Nasdaq’s Public Relations Solutions and Digital Media Services Businesses
  • in its acquisition of Presidio from American Securities
  • in its portfolio company Presidio’s sale of Atlantix Global Systems to Millstein & Co.
  • in the $250 million initial public offering of Presidio
  • in various secondary sales of Presidio common stock
  • in its portfolio company Presidio’s $160 million stock buyback from Apollo and $700 million term loan financing and subsequent refinancing
• Searchlight Capital Partners in its $2 billion acquisition of Mitel Networks Corporation
• Sunrise Senior Living:
  • in its $4.3 billion sale to Health Care REIT
  • in the sale of its management company to KKR, Beecken Petty and Health Care REIT
  • in various joint venture buyout transactions
• 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 billion
  • in its $7.8 billion combination with TIER REIT
• Alleghany in its $3.4 billion acquisition of Transatlantic Holdings
• Ann Taylor in its $2.2 billion sale to ascena retail group
• Chesapeake Energy in its $338 million acquisition of Bronco Drilling
• Itaú Unibanco:
  
  • in its acquisition of Citigroup’s retail banking and insurance assets in Brazil
  • in its restructured acquisition of Citigroup’s retail banking and insurance assets in Brazil
• Transaction Committee of the Jefferies Board in Jefferies’ $2.6 billion merger with Leucadia National Corporation
• Invesco in its $1.2 billion acquisition of Guggenheim’s exchange-traded funds (ETF) business
• Sterne Agee:
  
  • in its $150 million acquisition by Stifel Financial
  • in its sale of its equity sales, trading and research division to CRT Capital
  • in its sale of its FBC Mortgage subsidiary to the founders of FBC Mortgage
• Triumph Bancorp:
  
  • in its $100 million initial public offering
  • 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 $537 million
• McGraw Hill in its terminated acquisition of Oil Price Information Service from United Communications Group
• AMPORTS in its sale to Lincolnshire Management
• Blyth:
  
  • in its $100 million sale to Carlyle
  • in the $175 million proposed initial public offering of ViSalus, a majority-owned subsidiary of Blyth
• Evolve IP in its sale to Great Hill Partners
• Perella Weinberg Partners as financial advisor to Shockwave Medical in its $13.1 billion sale to Johnson & Johnson
• Direct Selling in its $223 million proposed merger with Hunch Mobility
• OCA in its proposed merger with Powermers Smart Industries
• Carlyle in its investment in Duff & Phelps
• Miller Investment Management in its investment in honeygrow
• Metropolitan Bank Group in its $206.7 million recapitalization by an investor group led by Roberto Herencia
• M&T Bank Corporation in its $500 million depositary share sale to J.P. Morgan Securities LLC
• Northvolt AB in its Chapter 11 cases, involving $6 billion in funded debt obligations as of the petition date
• Aearo Technologies in its Chapter 11 cases. 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
• Education Management Corporation in its $1.5 billion restructuring and related delisting transactions
• hibu in seeking Chapter 15 recognition of its $1.5 billion debt restructuring through a UK scheme of arrangement
• Key Energy Services in its $1 billion debt restructuring through a pre-packaged Chapter 11 plan
• Partanna Global in its strategic collaboration with Pegasus Capital

*Certain transactions occurred prior to joining Kirkland