Carlo Zenkner, P.C.

Public Company Transactions

• CORE Industrial Partners in its pending acquisition of Fathom Digital Manufacturing Corporation.
• K1 Investment Management in its pending acquisition of MariaDB.
• Wyndham Hotels & Resorts in its successful defense of a $7.8 billion hostile takeover and full slate proxy contest by Choice Hotels International.
• AbbVie in its proposed $8.7 billion acquisition of Cerevel Therapeutics.
• JBT Corporation in its proposed €3.5 billion acquisition of Marel.
• Option Care Health, Inc., in its proposed $3.6 billion merger with Amedisys, Inc.
• Constellation Brands in connection with a proposed stock declassification by its controlling stockholder. 
• Clearlake Capital Group, L.P. in its $2.6 billion acquisition of Intertape Polymer Group Inc. 
• Inmarsat in its $7.3 billion acquisition by Viasat, Inc. 
• ADTRAN in its combination with ADVA.
• Twilio in connection with Syniverse’s $2.85 billion proposed merger with M3-Brigade Acquisition II Corp.
• NortonLifeLock on its ~$25 billion combination with Avast.
• Wynn Resorts in the proposed $3.2 billion combination of Wynn Interactive Ltd. with Austerlitz Acquisition Corporation I.
• Stone Point Capital in its $6 billion acquisition of CoreLogic.
• FinServ Acquisition Corp. in its $1 billion combination with Katapult.
• OnDeck Capital in its sale to Enova International.
• Conyers Park II Acquisition Corp. in its $5.2 billion combination with Advantage Solutions Inc.
• AbbVie in its $63 billion acquisition of Allergan and *in its $55 billion bid for Shire.
• WellCare Health Plans in its $17.3 billion acquisition by Centene Corporation.
• Amcor Ltd. in its $6.8 billion acquisition of Bemis Co.
• Wyndham Worldwide in its $1.95 billion acquisition of La Quinta Inns & Suites’ franchise and management businesses.
• IFS in its acquisition of Astea International.
• Kerridge Commercial Systems in its acquisition of MAM Software Group.
• Andeavor in connection with the merger of its master limited partnerships.*
• Kraft Foods Group in its $55 billion merger with H.J. Heinz Company to form The Kraft Heinz Company.*

Private Company Transactions

• Wynn Resorts in its pending sale of its Michigan iGaming Operations to Caesars Entertainment.
• Wynn Resorts in its pending sale of its Mobile Sports Wagering Licenses in New York to PENN Entertainment.
• Fortress in the acquisition of a global multi-manager hedge fund offering from PineBridge Investments.
• Fortress Management in its acquisition of Fortress Investment Group from SoftBank.
• Wynn Resorts in its $1.7 billion sale of the land and real estate assets of Encore Boston Harbor to Realty Income.
• Verizon in its $5 billion sale of Verizon Media to funds managed by affiliates of Apollo Global Management.
• Envista in its acquisition of Carestream Dental’s intraoral scanners business.
• Twilio on its partnership with, and up to $750 million investment in, Syniverse.
• Acadia Healthcare Company in its £1.08 billion sale of The Priory Group to Waterland Private Equity.
• Wyndham Destinations on its acquisition of the Travel + Leisure brand and related assets from Meredith Corporation.
• Donuts Inc. in its acquisition of Afilias, Inc.
• Accenture in its acquisition of Symantec’s Cyber Security Services business from Broadcom, Inc.
• Fortive Corporation in Industrial Scientific’s $570 million acquisition of Intelex Technologies.
• Ingersoll-Rand plc in its $1.45 billion acquisition of Precision Flow Systems.
• General Motors and GM Cruise Holdings LLC, GM’s autonomous vehicle (AV) business, in a series of transactions including:
  
  • a $2.25 billion investment from the SoftBank Vision Fund, at a $11.5 billion valuation.
  • a $2.8 billion investment from Honda, at a $14.6 billion valuation.
  • a $1.15 billion investment from a group comprising institutional investors, including funds and accounts advised by T. Rowe Price Associates, Inc., and existing partners General Motors, SoftBank Vision Fund and Honda, at a $19 billion valuation.
  • a $2 billion investment from a group including Microsoft, at a $30 billion valuation
• Diageo in its acquisitions of Don Julio and Casamigos tequilas and its sale of Bushmills Irish whiskey.*
• Major League Baseball in connection with The Walt Disney Company’s investment in BAMTech.*
• AIG in the sale of its broker dealer business to investment funds affiliated with Lightyear Capital and PSP Investments.*
• Castleton Commodities in its acquisition of Morgan Stanley’s physical oil merchant business.*
• ATL Investco in its acquisition of the Atlanta Hawks NBA franchise.*
• Unilever in its acquisitions of TIGI hair care products and the personal care business of Sara Lee.*

Private Equity Sponsor Transactions

• ABRY Partners in its sale of Unison, a leading provider of procurement and contract management software to the Federal government, to The Carlyle Group.
• Calabrio, a portfolio company of KKR, in its acquisition of Teleopti.
• L Catterton in multiple transactions, including in its:
  
  • acquisition and disposition of Cholula.
  • acquisition of Airxcel.
  • strategic minority equity investment in FYidoctors.
• Affiliates of Goldman Sachs in the sale of American Casino and Entertainment Properties (operator of casino properties, including The Stratosphere, Las Vegas) to Golden Entertainment.*

* Certain transactions occurred prior to joining Kirkland

Sullivan & Cromwell LLP

Slaughter and May