Proskauer

Matters

• Represented Stamps.com in its $6.6 billion dollar sale to Thoma Bravo
• Represented Biomat, an affiliate of Grifols, in its entry into definitive agreement with GIC, the sovereign wealth fund of Singapore, pursuant to which GIC invested approximately $1 billion in Biomat
• Represented BTG Pactual’s timberland investment group in its $385 million acquisition of timberland assets in Chile from Arauco
• Represented Morgan Stanley & Co. LLC. in its role as financial advisor to Corporate Property Associates 18 – Global Incorporated (CPA®:18 – Global) in its merger with W. P. Carey Inc. (W. P. Carey, NYSE: WPC), its advisor, in a transaction valued at approximately $2.7 billion
• Represented Danaher Corporation and one of its life sciences subsidiaries, Cytiva, in its acquisition of Intermountain Life Sciences, LLC
• Represented Grifols a Spanish multinational pharmaceutical and chemical manufacturer in its Entry into a strategic collaboration with ImmunoTek Bio Centers
• Represented the Gilinski Group, with respect to its two hostile takeover bids in Colombia to acquire Grupo Nutresa, a large food producing conglomerate, and Grupo Suramericana, an industrial and financial conglomerate These transactions represent the largest of their kind in Colombian history with an anticipated aggregate value of $3.3 billion
• Represented Leisure Acquisition SPAC in its acquisition of Ensysce Biosciences, Inc.
• Represented Grifols in its acquisition of North American plasma-related assets from South Korean-based GC Pharma (Group) for $460 million
• Represented Morgan Stanley & Co. LLC. in its role as financial advisor to CyrusOne Inc. (NASDAQ: CONE), a premier global data center REIT, in its acquisition by KKR and GIP in an all-cash transaction valued at approximately $15 billion
• Represented Danaher Corporation and one of its life sciences subsidiaries IDBS in its acquisition of Skyland Analytics Inc.
• Represented Kings Supermarkets in its stalking horse sale to TLI Bedrock and subsequent 363 sale to Albertsons
• Represented Decowraps in a controlling investment from Palladin Consumer Retail Partners, LLC
• Represented Grifols in its acquisition of Alkahest, a Silicon Valley biotechnology company that is researching clinical uses of plasma proteins
• Represented Morgan Stanley & Co. LLC. in its role as financial advisor to Watermark Lodging Trust (WLT) in its acquisition by Brookfield Asset Management (BAM) in an all-cash transaction valued at approximately $3.8 billion
• Represented Neuberger Berman in its partnership with BlockFi to develop and distribute a series of crypto asset management products and strategies
• Represented Morgan Stanley & Co. LLC. in its role as financial advisor to Valley National Bank. (NASDAQ: VLY), a leading regional bank holding company, in its acquisition of Bank Leumi USA, a full-service commercial and private banking institution, for approximately $1.15 billion dollars
• Represented Grifols in its acquisition of all of the interests in the Silicon Valley biotechnology company GigaGen
• Represented Fortress as the stalking horse bidder, DIP lender and pre-petition term lender to Sur La Table in its chapter 11 cases
• Garrison Capital Inc., a publicly traded BDC, in connection with its pending merger with Portman Ridge Finance Corporation
• Saddle Point Management, L.P. in its investment in Stericycle Inc., including the settlement agreement that nominated two individuals to Stericyle’s board of directors
• British Telecommunications plc (BT) on its sale of certain operations and infrastructure in 16 countries in Latin America to CIH Technology Holdings
• ProCare, a leading provider of long term care pharmacy services, in its sale to Sverica Capital. 
• Leisure Acquisition Corporation, a SPAC, in its announced and subsequently terminated $1.115 billion merger with Gateway Casinos & Entertainment Limited, one of the largest and most diversified gaming and entertainment companies in Canada
• Oasis International, a portfolio company of Patriarch Partners, on its sale to Culligan International
• Morgan Stanley as financial advisor to Industrial Property Trust in its acquisition by Prologis Inc. in an all-cash transaction valued at $3.99 billion
• Grifols in its acquisition of a 49% stake in each of Tennessee based Interstate Blood Bank (“IBB”), Colorado based Medkeeper (“Medkeeper”) and California based Access Biologicals (“AB”). And Grifols in their subsequent acquisition of the remaining 51% stake of each of IBB, Medkeeper, and AB
• Propex, a portfolio company of Wayzata, in the sale of its Brazilian business to Rafitec
• BTG Pactual in the sale of its 40% interest in Nasdaq traded Estre Ambiental
• Barcelona based Grifols S.A. in its $1.9 billion strategic alliance with China’s leading blood plasma company, Shanghai RAAS Blood Products Co Ltd (002252.SZ). Grifols exchanged a minority interest (45% economic rights and 40% voting rights) in its subsidiary Grifols Diagnostic Solutions (“GDS”) for a 26.2% interest in Shanghai RAAS.
• Morgan Stanley, as financial advisor, to HFF, Inc. (NYSE: HF) in its aquisition by Jones Lang LaSalle Incorporated (NYSE: JLL) in a cash and stock transaction valued at approximately $2 billion
• George Feldenkreis, the founder of Perry Ellis, in the $437 million take private of Perry Ellis by an entity controlled by Mr. Feldenkreis – the transaction was selected middle market Deal of the Year by the The Deal
• BTG Pactual’s Timberland Investment Group, as the lead investor in a preferred equity investor consortium, with respect to a joint venture with CatchMark Timber Trust, Inc. for the acquisition of 1.1 million acres of Texas timberlands for $1.39 billion in cash
• Morgan Stanley, as financial advisor, to Gramercy Property Trust in its $7.6 billion acquisition by Blackstone
• Celgene Corporation in its $9 billion acquisition of Juno Therapeutics, Inc.
• One of the lead investors in the $950 million investment round with respect to Peruvian private equity firm Enfoca in what has been described by the Wall Street Journal as “one the largest secondary deals, if not the largest, involving a Latin American private-equity manager”
• Morgan Stanley, as financial advisor, to CPA:17 in its $6 billion merger with W.P. Carey
• Archimedes Health Investors and its portfolio company, National Partners in Health, in connection with the acquisition of several anesthesia practices and their related physician billing and practice management companies, including Waxahachie Anaesthesia Consultants, National Medical Billing Management, Anesthesia Resources and TAMI
• Strategic Value Partners, LLC in connection with its investment in Penn Virginia Corporation (NASDAQ: PVAC), including with respect to the appointment of one of SVP’s principals to Penn Virginia’s board
• Shareholders of Alpha Natural Resources in connection with actions that resulted in the increase in consideration in the merger between Alpha Natural Resources and Contura Energy
• Earl Enterprises in its acquisition out of Chapter 11 of the Bertucci’s Pizza Chain (following a proposed stalking horse transaction by another interested party)
• Morgan Stanley, as financial advisor, to Phillips Edison Grocery Center REIT II, Inc. in its $1.9 billion acquisition by Phillips Edison & Company, Inc.
• Barcelona based Grifols S.A. in its $1.9 billion acquisition of Hologic, Inc.’s (NASDAQ: HOLX) interest in its blood screening business
• Consortium led by BTG Pactual’s Timberland Investment Group in the $402 million acquisition of Weyerhaeuser Company’s (NYSE:WY) timberlands and manufacturing business in Uruguay
• Fanatics Inc., a sports merchandise company, in its acquisition of the Licensed Sports Group unit from VF Corporation (NASDAQ: VFC), a designer and manufacturer of branded apparel
• Morgan Stanley, as financial advisor, to Starwood Waypoint (NYSE: SFR), a single-family home rental company, in its $20 billion merger with Invitation Homes (NYSE: INVH), a single-family home rental company
• Graña y Montero S.A.A. (NYSE:GRAM), a leading Peruvian engineering and construction company, in the $85 million sale of its stake in GMD to Advent International, a private equity firm
• London based Ashmore Group plc in its acquisition of Colombian based real estate group AvenidaCapital
• ACORN OakNorth Holdings Limited in its latest investment round in which it secured a £154 million investment from affiliates of The Clermont Group, Toscafund and Coltrane Asset Management.
• Inland Real Estate Corporation (NYSE: IRC), a publicly traded REIT, in its $2.3 billion acquisition by DRA Advisors
• Celgene Corporation in its $7.2 billion acquisition of Receptos Inc., by way of a tender offer
• Santiago based Latin America Power (LAP) in its agreement (which was subsequently terminated) to be sold to Sun Edison, Inc. LAP is a portfolio company of P2 Brasil, an infrastructure fund set up by Patria Investimentos and Promon and BTG Pactual
• ARC Healthcare in its $2.6 billion acquisition by Ventas
• Annie's in its $820 million sale to General Mills by way of a tender offer
• RCS Capital Corporation (RCAP) in its $1.15 billion acquisition of Cetera Financial Group, a portfolio company of Lightyear Capital
• Morgan Stanley, as financial advisor, to Gramercy Property Trust Inc. (NYSE:GPT) in its $5.7 billion merger with Chambers Street Properties (NYSE:CSG)
• Madrid based Amadeus S.A. in its $500 million acquisition of Newmarket International, a portfolio company of Court Square Capital Partners
• Barcelona based Grifols S.A. in its $1.7 billion acquisition of the transfusion diagnostic unit of Novartis
• American Realty Capital Properties in its $11.2 billion acquisition of Cole Real Estate Investments, Inc., which followed its $9.7 billion withdrawn unsolicited offer to purchase Cole Credit Property Trust III, Inc.
• The private equity arm of BTG Pactual, the largest independent investment bank in Latin America, in its minority investment in Advanced Disposal Services and its acquisitions of the Timber Group LLC and the Regions Timberland Group which created one of the largest timber asset management platforms in the world
• American Capital Realty Properties in its $2.2 billion acquisition of publicly traded CapLease, Inc.
• An affiliate of Ares Management in its $975 million acquisition of Smart and Final from Apollo
• American Realty Capital Trust, Inc. (ARCT), on its $3 billion acquisition by Realty Income Corporation (NYSE: O), including with respect to the contested solicitation resulting from activists who opposed the transaction
• Paris based Accor S.A. in its $1.9 billion sale of its United States Economy Hotels Division (including Motel 6 and Studio 6) to Blackstone
• Iochpe-Maxion, a publicly traded Brazilian company, in its $725 million acquisition of Hayes-Lemmerz, a transaction that received International Deal of the Year honors
• American Realty Capital Properties (ARCP) and American Realty Capital Trust III, Inc. in their $2.2 billion merger and ARCP and American Realty Capital Trust IV, Inc. in their $3.1 billion merger
• Procables S.A., a Colombian company, in its sale of a majority interest to General Cable, a Fortune 500 company
• First Nationwide Title in its sale to AmTrust Financial Services, Inc. (NASDAQ: AFSI)
• Hale and Hearty Soups in the sale of a majority interest to private equity firm Tripointe Capital Partners
• Zumba Fitness in the sale of a minority interest to private equity firms The Raine Group and Insight Venture Partners
• Barcelona based Grifols S.A. in its acquisition of a 49% stake in each of Tennessee based Interstate Blood Bank (“IBB”), Colorado based Medkeeper (“Medkeeper”) and California based Access Biologicals (“AB”) and an option to acquire the remaining 51% stake in each of IBB, Medkeeper and AB
• London based Copal Partners, one of the world’s leading providers of outsourced research and analytical services, in its cross border acquisition by Moody’s Corporation
• Marietta Corporation in its sale to KIK Custom products, a portfolio company of CI Capital Partners
• Upstream Rehabilitation, a portfolio company of Charterhouse Equity Partners, in its acquisition by Revelstoke Capital Partners
• An affiliate of Island Capital in the sale of its 40% stake in publicly traded Centerline Holding Company
• KKR Credit Advisors in its acquisition of a minority interest in publicly traded Willbros Group
• Morgan Stanley as financial advisor to ProLogis in the $14 billion ProLogis/AMB merger of equals
• Brasbunker Participações S.A. in its agreement (which was subsequently terminated) to acquire the U.S. Marine Offshore Services Division of the French conglomerate Veolia
• An affiliate of Ares Management in its $315 million acquisition of publicly traded Global Defense Technology and System
• The Special Committee of The Student Loan Corporation in its sale, including the divestiture of its private loan business and approximately $32 billion of its $46 billion in assets to Discover Financial Systems and SLM Corporation
• Computec, a publicly traded Colombian company, in its $418 million acquisition by Experian
• Unipar Carbocloro, a Brazilian chemical company, in its purchase of Solvay Indupa, an Argentinian petrochemical company.
• Vonage in its joint venture with Datora Telecom to deliver communication services in Brazil
• Yield Capital Partners in its indirect acquisition of a minority stake in Electro Dunas, S.A., a Peruvian company engaged in electricity distribution
• Central Agricola in its joint venture with Bunge with respect to several Central American countries.

Friendly Domestic Transactions in Excess of $200 million (at prior firm):

• BlackRock, Inc. in its $15.2 billion acquisition of Barclays Global Investors (BGI) from Barclays PLC
• Delphi Corporation in its terminated $13 billion acquisition out of Chapter 11 bankruptcy protection by a consortium of financial institutions including, Appaloosa Management, Harbinger Capital Partners, Goldman Sachs, Merrill Lynch and UBS Securities
• PacifiCare Health Systems, Inc. in its $8.1 billion acquisition by UnitedHealth Group Incorporated
• Maher Terminals, the largest operator of marine port terminal facilities at the Port of New York and New Jersey and at Prince Rupert, Canada, in its sale to RREEF Infrastructure, a private equity affiliate of Deutsche Bank
• ArcLight Capital Partners LLC, an energy infrastructure investment, private equity and venture capital firm, as majority shareholder of Magnum Coal Company in Magnum Coal’s approximately $700 million stock-for-stock acquisition by Patriot Coal Corporation
• PBM Products in its $800 million acquisition by Perrigo Company
• Caesars Entertainment, Inc. in its:
• $9.4 billion acquisition by Harrah’s Entertainment, Inc.
• sale of the Bally’s Belle of Orleans casino to an affiliate of Columbia Sussex Corporation
• sale of the Atlantic City Hilton and Bally’s Tunica casinos to an affiliate of Colony Capital, LLC (as part of a transaction that also provided for the sale of two casinos to Colony by Harrah’s Entertainment, Inc.)

• TRW Inc. in its:
• $11.8 billion acquisition by Northrop Grumman Corporation
• $1.5 billion sale of its aeronautical systems unit to Goodrich Corporation

• The Williams Companies in its $2.8 billion acquisition of Barrett Resources Corporation
• Interpool, Inc., in its:
• $675 million acquisition from Transamerica Leasing Inc. of certain trailers, rail containers and related assets
• $345 million divestiture several months later of certain of those assets to Transport International Pool. Inc., a subsidiary of General Electric Capital Corporation

Cross Border Transactions (at prior firm):

• The sale of Peruvian retailer Maestro Home Center to private equity firms Enfoca Inversiones, Och Ziff Capital Management and Magna Capital
• The remaining shareholders of Carulla Vivero S.A. in:
• approximately $225 million acquisition by Almacenes Exito S.A. of 22.5 percent of Carulla Vivero not owned by Almacenes Exito
• approximately $125 million related private placement by certain of those shareholders in Almacenes Exito

• Iochpe-Maxion S.A. in its $180 million acquisition of the wheel-manufacturing units of ArvinMeritor Inc.
• Casa Editorial El Tiempo in its sale of a 55 percent stake to Grupo Planeta. The transaction also involved the spin-off of Casa Editorial El Tiempo's television business and the sale of a 40 percent stake in the television business to Grupo Planeta.
• A significant group of stockholders of Carulla-Vivero S.A. in the $700 million acquisition of Carulla-Vivero by Almacenes Exito S.A.
• Geac Computer Corporation Limited, a Canadian company, in its $1 billion acquisition by Golden Gate Capital
• Copal Partners in the minority investment in Copal by Deutsche Bank and in Copal’s acquisition of Exevo, Inc.
• Empresas Polar in its $510 million acquisition of Mavesa S.A and the sale of its shares in Unión de Cervecerías Peruanas Backus and Johnston S.A.A.
• América Móvil S.A. de C.V., in its acquisitions of a Paraguayan mobile telecommunications operator, a Honduran mobile telecommunications operator and a 50.03 percent stake in a Nicaraguan-based fixed-line and mobile telecom operator
• The Azout family in a joint venture in Colombia with Payless Shoe Source, Inc.
• Union Española de Explosivos, a NASDAQ-listed company in its acquisition of substantially all the assets of Mining Services International, Inc.

Proxy Contests and Other Contested Matters (at prior firm):

• Sovereign Bancorp, Inc. in its proxy contest with Relational Investors LLC and with respect to challenges to Sovereign's sale of a 19.8 percent stake to Banco Santander Central Hispano S.A.
• The outside directors of Six Flags Inc. in the consent solicitation by Red Zone LLC, a company controlled by Daniel Snyder
• The defense of Anheuser-Busch Companies in its response to the unsolicited proposal and consent solicitation by InBev N.V.
• The First Israel Fund in its proxy contest with Opportunity Partners L.P., a company controlled by Phillip Goldstein
• The Hercules Shareholders’ Committee for New Management (including Samuel J. Heyman and International Specialty Products, Inc.) in the proxy contest with respect to Hercules Incorporated
• Empresas Polar with respect to the acquisition of shares by Grupo Empresarial Bavaria and an affiliate of the Cisneros family in Unión de Cervecerías Peruanas Backus y Johnston S.A.A
• TRW Inc. in an unsolicited offer by Northrop Grumman Corporation

Friendly Domestic Transactions Under $200 million (at prior firm):

• Hidary Group Acquisitions, LLC and Hidary Group Acquisitions Inc. in their proposed (but not completed) acquisition of Everlast Worldwide Inc.
• Emcore Corporation in its minority investment in publicly traded WorldWater and Power Corp.
• Aspen Dental Management, Inc. in its acquisition by an affiliate of Ares Management
• MTS Health Partners in its acquisition of Loving Care Agency, Inc.
• Borland Software Corporation in its acquisition of Starbase Corporation

Financial Advisor Representations (at prior firm):

• Greenhill & Co., LLC as financial advisor and dealer manager to Roche Holding Ltd. in its $42 billion unsolicited tender offer for the outstanding shares of Genentech, Inc. not already owned by Roche
• JP Morgan Chase & Co. and Merrill Lynch & Co. as financial advisors to Banco Santander in its $1.9 billion stock-for-stock acquisition of the remainder of Sovereign Bancorp, Inc. not already owned by Santander
• Oppenheimer & Co. Inc. as financial advisor to Shermen WSC Acquisition Corp. in its acquisition of ED&F Man Holdings' bulk liquid storage and liquid animal feed supplement businesses, which operate under the name Westway Group
• Goldman, Sachs & Co. as financial advisor to ANSYS, Inc. in its $832 million acquisition of Ansoft Corporation
• Greenhill & Co., LLC and Citigroup Global Markets Inc. as financial advisors to Roche Holding Ltd, a Swiss company, with respect to its unsolicited $3 billion offer to acquire Ventana Medical Systems, Inc.
• Bear, Stearns & Co. Inc. and Goldman, Sachs & Co. as financial advisors to Viacom Inc. with respect to its split-off of Blockbuster Inc.
• Goldman, Sachs & Co. as financial advisor to Petróleo Brasileiro S.A. (Petrobras) in its $1.1 billion acquisition of a 58 percent stake in Perez Companc S.A.
• Credit Suisse First Boston as financial advisor to Grupo Financiero Bancomer in its $2.5 billion acquisition by Banco Bilbao Vizcaya Argentaria S.A.