Michael P. Brueck, P.C.

Mergers & Acquisitions Transactions

Healthcare

• Baxalta in connection with Shire plc’s unsolicited acquisition proposal and subsequent $32 billion negotiated sale (named Global M&A Deal of the Year: U.S. at the American Lawyer Global Legal Awards)
• Community Health Systems in its $7.6 billion acquisition of Health Management Associates (recognized in the Financial Times U.S. Innovative Lawyers report) and its $7.3 billion unsolicited offer to acquire Tenet Healthcare Corporation
• Danaher Corporation in its $21.4 billion acquisition of the biopharma business of General Electric, its $9.6 billion acquisition of Aldevron, its $4 billion acquisition of Cepheid, its $825 million sale of a collection of life sciences businesses to Sartorius AG and its strategic investment in Andelyn Biosciences
• Eli Lilly in its $2.4 billion acquisition of DICE Therapeutics, its acquisition of Versanis Bio for up to $1.925 billion and its divestiture of BAQSIMI to Amphastar Pharmaceuticals for up to $1.075 billion
• Envista in its acquisition of Carestream Dental’s intraoral scanners business, its acquisition of Osteogenics Biomedical and its development partnership with Pacific Dental Services
• HLTH Corporation in its $1.3 billion merger with WebMD Health Corp. and its divesture of Porex Corporation to Aurora Capital Group
• Jaws Acquisition Corporation, a special purpose acquisition company sponsored by Barry Sternlicht, in its $4.4 billion business combination with Cano Health
• Morgan Stanley as financial advisor to Cempra in its merger with Melinta Therapeutics
• Teva Pharmaceuticals in its acquisition of Allergan's generic pharmaceuticals distribution business
• WellCare Health Plans in its $17.3 billion acquisition by Centene Corporation and related divestitures to Anthem

REITs and Real Estate

• Cerberus Capital Management and Highgate in their $1.5 billion joint acquisition of CorePoint Lodging
• Citi as financial advisor to Government Properties Income Trust in its $1.4 billion acquisition of First Potomac Realty Trust
• Equity One in its $15.6 billion merger with Regency Centers Corporation
• GIC, as a member of an investor consortium, in connection with the $4.4 billion acquisition of Monogram Residential Trust
• GLP in the $18.7 billion sale of its U.S. logistics business to Blackstone, the largest-ever private real estate transaction globally (recognized in the Financial Times U.S. Innovative Lawyers report)
• Oak Street Real Estate Capital in its $15 billion joint acquisition, together with GIC, of STORE Capital
• The Special Committee of the Board of Directors of Safehold Inc. in connection with Safehold’s $6.4 billion strategic merger with its controlling shareholder iStar Inc. and related spinoff of iStar assets into a new publicly traded company
• Starwood Capital Group in its $6 billion joint acquisition, together with Blackstone Real Estate Partners, of Extended Stay America and its related 50/50 joint venture with Blackstone
• StorageMart in its acquisition of Manhattan Mini Storage
• The Special Committee of the Board of Directors of Taubman Centers, Inc. in Taubman’s $9.8 billion merger and related joint venture with Simon Property Group
• TPG Real Estate Finance Trust in its strategic investment by Starwood Capital
• Ventas in its $1.75 billion acquisition of Ardent Health Services and concurrent $475 million “opco / propco” sale of Ardent’s operating business to Equity Group Investments

Transportation and Infrastructure

• DIF Capital Partners, Northleaf Capital Partners, and HICL Infrastructure on the sale of the Northwest Parkway to Vinci Concessions
• Avis Budget Group in its acquisition of Zipcar
• Brisa Auto-Estradas de Portugal in its sale of Northwest Parkway LLC to an international consortium of infrastructure investors (named North American M&A Deal of the Year by IJ Global)
• The Special Committee of the Board of Directors of EXCO Resources in connection with the proposal of the company’s Chairman and CEO to take the company private in a $5.4 billion transaction (recognized in The New York Times DealBook “Deal Maker at the Head of the Class” article)
• Macquarie Atlas Roads in its acquisition of the remaining 50% economic interest in the Dulles Greenway it did not already own
• Investor consortium led by Macquarie Infrastructure and Real Assets in its $4.7 billion acquisition of Cleco Corporation
• Oaktree Transportation Infrastructure Fund in its acquisition of Dow’s North American rail infrastructure assets, in partnership with Watco Companies
• The Special Committee of the Board of Directors of Statewide Mobility Partners in its $5.7 billion sale of ITR Concession Company to IFM Investors (recognized in the Financial Times U.S. Innovative Lawyers report and named M&A Deal of the Year (over $5 billion) by the M&A Advisor)
• Swift Transportation in its $6 billion stock-for-stock merger with Knight Transportation
• Syncora Holdings in connection with the sale of its American Roads infrastructure business to global infrastructure investor DIF (named Industrials & Infrastructure Deal of the Year at The Deal Awards)

Technology, Media and Telecom

• Accenture in its acquisition of Acquity Group
• Investment group including Caledonia in its $925 million acquisition of a 34.9% ownership stake in Scientific Games Corporation from MacAndrews & Forbes
• Charter Communications in the formation of its 50/50 streaming platform joint venture with Comcast, its strategic investment in comScore, the sale of its Navisite business to a portfolio company of Madison Dearborn Partners and its formation of a 50/50 mobile operating platform partnership with Comcast
• Evercore as financial advisor to Nuance Communications in its $19.7 billion acquisition by Microsoft
• Jaws Spitfire Acquisition Corporation, a special purpose acquisition company sponsored by Barry Sternlicht, in its $1.6 billion business combination with Velo3D
• MCR in its acquisition of “proptech” business StayNTouch pursuant to a CFIUS mandated divesture process
• The Scripps family in connection with the sale of Scripps Networks Interactive to Discovery Communications for $14.6 billion in cash and stock
• Solera Holdings in its $6.5 billion sale to Vista Equity Partners

Retail and Consumer

• Advance Auto Parts in its $2 billion acquisition of General Parts International
• Blum Capital Partners in its $2 billion acquisition, together with Golden Gate Capital and Wolverine World Wide, of Collective Brands and the concurrent carveout of Collective Brands’ Payless ShoeSource and Collective Licensing International businesses (recognized in the Financial Times U.S. Innovative Lawyers report)
• Danone in its acquisition of Medical Nutrition USA and its partnership with The Coca-Cola Company regarding the distribution of Evian water
• The Board of Directors of Office Depot in connection with Office Depot’s $1.2 billion acquisition of OfficeMax
• Prestige Brands in connection with Genomma Lab’s unsolicited $2.8 billion acquisition proposal and proxy contest
• Vitamin Shoppe in its acquisition by Franchise Group and the sale of its Nutriforce business

Industrials

• ABB in its $3.9 billion acquisition of Thomas & Betts Corporation and its $2.9 billion divestiture of its mechanical power transmission business to RBC Bearings
• Bunge Limited in its proposed $4.8 billion stock-for-stock merger with Corn Products International
• Centerview Partners as financial advisor to the Special Committee of the Board of Directors of AVX Corporation in its acquisition by Kyocera at a $3.7 billion valuation and to Pandora Media in its $3.5 billion acquisition by SiriusXM
• Citi as financial advisor to Ashland Global Holdings in the $1.1 billion sale of its composites business to INEOS Enterprises
• Dow Chemical in its proposed $17.4 billion joint venture with Petrochemical Industries Company, its $1.7 billion divestiture of Morton International to K+S AG and the divestiture of its calcium chloride business to Occidental Petroleum
• Indústrias Romi in its unsolicited tender offer to acquire Hardinge
• Solutia in its acquisition of Southwall Technologies
• Southwire Company in its acquisition of Coleman Cable 

Public Company Activism Defense Representations

• Advance Auto Parts in its agreement with Starboard Value regarding the composition of its board of directors
• Avis Budget Group in its defense against a proxy contest by SRS Investment Management and its agreements with SRS regarding the composition of its board of directors
• CBL & Associates Properties in its agreement with Exeter Capital regarding the composition of its board of directors
• Clear Channel Outdoor in its cooperation agreement with Legion Partners
• Cumulus Media in its implementation of a shareholder rights plan in connection with its financial restructuring
• Enova International in its director appointment agreement with an activist investor
• KVH Industries in its successful proxy contest defense against Viex Capital and its agreement with Vintage Capital regarding the composition of its board of directors
• New York & Company in connection with its response to shareholder activism
• Tenet Healthcare Corporation in its agreement with Glenview Capital Management regarding corporate governance matters
• Vitamin Shoppe in its defense against a full slate proxy contest and its agreements with three separate activist investors regarding the composition of its board of directors

Corporate Governance Representations

Numerous boards of directors and board committees in connection with confidential corporate governance advice, shareholder activism preparation, crisis management situations and senior management transitions