Jonathan L. Davis, P.C.

Public M&A Transactions Since 2015

• Anheuser‑Busch InBev in its $123 billion acquisition of SABMiller
• Bristol Myers Squibb in its $90 billion acquisition of Celgene
• Honeywell in its $90 billion proposal to acquire United Technologies
• AbbVie in its $63 billion acquisition of Allergan
• H.J. Heinz Company in its $60 billion merger with Kraft Foods Group to create The Kraft Heinz Company
• Amcor in its pending $37 billion merger with Berry Global
• Controlling stockholder of World Wrestling Entertainment, Inc. (WWE), Vincent McMahon, in $21+ billion merger of WWE and UFC to form a global live sports and entertainment company
• Mead Johnson Nutrition in its $17.9 billion sale to Reckitt Benckiser Group plc
• Bristol Myers Squibb in its $13.1 billion acquisition of MyoKardia
• Special Committee of the Board of Directors of Spectrum Brands in connection with the $10 billion merger of Spectrum Brands and HRG Group
• Bristol Myers Squibb in its $5.8 billion acquisition of Mirati Therapeutics
• Bristol Myers Squibb in its $4.1 billion acquisition of Turning Point Therapeutics 
• Norwegian Cruise Line Holdings Ltd. in its PIPE investment from L Catterton as part of Norwegian’s multi-tranche financing for aggregate proceeds of up to $2.4 billion
• Pinnacle Foods in its $975 million acquisition of Boulder Brands
• Special Committee of Board of Directors of Verso Corporation in response to an unsolicited takeover bid and subsequent $825 million sale to BillerudKorsnäs
• Fortive Corporation in its $770 million acquisition of Landauer
• Alliant Techsystems in the spin‑off of its Sporting Group to its shareholders and merger of its Aerospace and Defense Groups with Orbital Sciences through a tax‑free Morris Trust merger of equals
• Avaya Holdings Corp. in its strategic partnership with RingCentral, Inc.
• Keysight in connection with acquisition of Cliosoft
• Special Committee of the Board of Directors of MSC Industrial Supply in connection with MSC’s dual-class reclassification transaction with its controlling shareholders

Cross-Border Transactions Since 2015

• Delhaize Group in its $29 billion merger of equals with Royal Ahold
• Allwyn Entertainment in its proposed $9.3 billion combination with Cohn Robbins Holdings Corp.
• Amcor Ltd. in its $6.8 billion acquisition of Bemis Co.
• Investindustrial Acquisition Corp. in its $3.2 billion combination agreement with Ermenegildo Zegna Group
• Amer Sports, along with its investor consortium, in its $420 million sale of Amer’s Precor division to Peloton
• Ahold Delhaize in its acquisition of FreshDirect
• Anheuser‑Busch InBev in its asset swap with Ambev
• Arya Sciences Acquisition Corp. in its combination with Immatics Biotechnologies GmbH

Carve-Out Transactions Since 2015

• Bristol Myers Squibb in its $13.4 billion divesture of Celgene’s OTEZLA® program to Amgen
• Anheuser‑Busch InBev in its $12 billion divestiture of SABMiller’s U.S. and global Miller branded businesses to Molson Coors
• Wynn Resorts in its proposed $3.2 billion combination of its Wynn Interactive business with Austerlitz Acquisition Corporation
• Spectrum Brands in its $2 billion carve-out sale of its global consumer battery business to Energizer
• Shenandoah Telecommunications Company (Shentel) in its $1.95 billion sale of its wireless business to T-Mobile USA
• Stanley Black & Decker in its $1.95 billion acquisition of the Tools business of Newell Brands
• ARYA Sciences Acquisition Corp IV it its proposed acquisition of Amicus Therapeutic’s Gene Therapy Business
• Avon in the sale of 80% of its North America business to Cerberus Capital Management and in the PIPE investment by Cerberus in Avon’s international business
• Wyndham Destinations in its acquisition of the Travel + Leisure brand and related assets from Meredith Corporation

Private M&A Transactions Since 2015

• General Motors in connection with a series of transactions involving GM Cruise, GM’s autonomous vehicle (AV) business, including:
  
  • $2.25 billion investment from the SoftBank Vision Fund (at a $11.5 billion valuation)
  • $2.8 billion investment from Honda (at a $14.6 billion valuation)
  • $1.15 billion investment from new institutional investors. including T. Rowe Price Associates, Inc., as well as existing investors (at a $19 billion valuation)
  • $2 billion investment from Microsoft (at a $30 billion valuation)
• Colfax Corporation in its $3.15 billion acquisition of DJO Global Inc.
• Fortive Corporation in its $2 billion acquisition of Accruent; $570 million acquisition of Intelex Technologies; and combination of its Tektronix Video business with Telestream
• Allwyn in its acquisition of Camelot UK Lotteries Limited from Ontario Teachers' Pension Plan
• Allwyn in its acquisition of the Camelot Lottery Solutions group of companies from Ontario Teachers’ Pension Plan Board
• IBM in its acquisitions of Bluewolf, Resource/Ammirati, Cleversafe, Meteorix and Explorys
• Le Tote Inc. in its acquisition of Lord + Taylor
• Vista Outdoor in its acquisition of Camp Chef
• Aon on its pending sale of The Townsend Group to an investor group led by The Riverside Company
• RLS Radiopharmacies in its pending sale to Telix Pharmaceuticals

Private Equity Sponsor Transactions Since 2015

• Vista Equity Partners in its $8.4 billion acquisition of Avalara, Inc.
• Vista Equity Partners in its pending $8.4 billion acquisition of Smartsheet
• Pamplona Capital Management in its $5 billion acquisition of PAREXEL International
• Sun Capital Partners in its $441 million acquisition of Select Interior Concepts
• Accelya, a portfolio company of Vista Equity Partners, in its acquisition of Farelogix
• Durational Capital Management in its acquisition of Casper Sleep Inc.
• Vista Equity Partners in its acquisition, alongside funds managed by Blackstone, of Ellucian

SPAC Transactions Since 2015

• Atlas Crest Investment Corp in its $1.7 billion combination with Archer Aviation
• Tailwind Two Acquisition Corp. in its $1.58 billion business combination with Terran Orbital Corporation
• Tailwind Acquisition Corp. in its proposed $1.4 billion combination with QOMPLX, Inc.
• Arya Sciences Acquisition Corp. II in its $1.3 billion combination with Cerevel Therapeutics
• Arya Sciences Acquisition Corp. III in its $1.3 billion combination with Nautilus Biotechnology

Partner, Cravath, Swaine & Moore LLP