Sara B. Zablotney, P.C.

Public Company Matters

• AbbVie in its pending $63 billion acquisition of Allergan and in the issuance of $30 billion of debt to finance its pending acquisition of Allergan.
• Accenture in numerous matters, including its joint venture with Apax Partners from the carve out of Accenture’s Duck Creek Technologies insurance claims, billing and policy administration software business, its acquisition of Cloud Sherpas, its acquisition of Mortgage Cadence LLC, its $375 million acquisition of Procurian Inc., its $316 million acquisition of Acquity Group, its acquisition of global management consulting firm Kurt Salmon, its acquisition of the corporate advisory and aviation consulting businesses of Seabury Group, its acquisition of Meredith Xcelerated Marketing (MXM) and its acquisition of Symantec's Cyber Security Services business from Broadcom, Inc.
• Bristol-Myers Squibb in numerous matters, including its sale of its manufacturing facility in Swords, Ireland, to SK Biotek Co., Ltd., its $2.07 billion acquisition of Cardioxyl Pharmaceuticals, Inc., its $1.25 billion acquisition of Flexus Biosciences, its $520 million (including milestones) acquisition of Cormorant Pharmaceuticals, its up to $444 million (including milestones) acquisition of Galecto Biotech, its $475 million (including milestones) acquisition of F-star Alpha, its $1.6 billion sale of its French over-the-counter drugs business to Taisho Pharmaceutical, Ltd., its $90 billion acquisition of Celgene and its related $13.4 billion divesture of Celgene’s OTEZLA® program to Amgen.
• Celator Pharmaceuticals in its $1.5 billion sale to Jazz Pharmaceuticals.
• Clearwire Corporation in Sprint’s acquisition of the stake in Clearwire, which Sprint did not already own, with an implied $14 billion enterprise value for Sprint and the unsolicited competing offer for Clearwire by DISH Networks.
• Corning Inc. in connection with the exchange of its 50% ownership interest in Dow Corning Corp. for 100% of the stock of a corporation that will hold an approximately 40% ownership interest in Hemlock Semiconductor Group and other assets including approximately $4.8 billion in cash.
• Energy Future Holdings in its $18.7 billion sale of the company and its stake in Oncor Electric Delivery Co. to NextEra Energy, and its $18.1 billion sale to Berkshire Hathaway Energy Co.
• EQT Corporation on its 15-year gas gathering agreement with EQM Midstream Partners, LP covering Pennsylvania and West Virginia, and the associated buyback of 25.3 million of EQT’s shares held in Equitrans Midstream Corporation.
• Hess Corp. in connection with its $2.8 billion sale of its retail business to Speedway, and its $1.2 billion sale of its Energy Marketing business to Direct Energy.
• Panavision in its business combination with SIM Video International and Saban Capital Acquisition Corp.
• Sunoco, Inc. in connection with the formation of a joint venture with The Carlyle Group, Philadelphia Energy Solutions LLC, created to own and operate Sunoco’s Philadelphia refinery assets and maintain a crude oil and fuel inventory intermediation arrangement with J.P. Morgan Chase.
• Talen Energy Corporation in its $5.2 billion sale to Riverstone Holdings LLC.
• Travelport Worldwide Limited in its $4.4 billion sale to Siris Capital Group, LLC and Evergreen Coast Capital Corp.
• Valence Media in its $60 million minority stake in Fulwell 73, an Emmy-winning British independent production company. Fulwell 73 produces The Late Late Show With James Corden and Drop the Mic, as well as the documentaries Class of 92 and I Am Bolt.
• Wyndham Worldwide in connection with its $1.95 billion acquisition of La Quinta Inns & Suites’ franchise and management businesses, its approximately $1.3 billion sale of its European vacation rental business to Platinum Equity, its separation via spin-off into two separate publicly traded hospitality companies valued at approximately $11 billion, Wyndham Hotels & Resorts, Inc. and Wyndham Destinations, Inc., its $170 million acquisition of AmericInn and its $255 million acquisition of Shell Vacations LLC.