Sharon Freiman

Since joining Kirkland, Sharon has been involved in the following matters:

SEC Compliance, Disclosure and Governance Advice

• Eli Lilly
• WeWork
• Avis
• Ladder Capital 

Equity and M&A Transactions

• Eli Lilly and Company in connection with:
  • its acquisition of Akouos, Inc., a precision genetic medicine company that is developing a portfolio of gene therapies for the treatment of inner ear conditions, including sensorineural hearing loss; and
  • its divestiture of BAQSIMI to Amphastar Pharmaceuticals, Inc.
• KKR on its investment in healthcare data and technology company Cotiviti.
• Grubhub Inc. in connection with a commercial collaboration with Amazon to provide Amazon Prime members in the United States with a Grubhub+ membership, and a related issuance of warrants to Amazon to purchase shares of Grubhub.
• Montes Archimedes Acquisition Corp. in its $7.3 billion business combination with Roivant Sciences.
• RBC Bearings Incorporated in connection with its $1.1 billion concurrent offerings of common stock and mandatory convertible preferred stock and offering of $500 million of unsecured high-yield notes.
• The underwriters in connection with the initial public offering and first follow-on offering of LifeStance Health Group, Inc., a portfolio company of TPG Global, LLC.
• viagogo in connection with its issuance of $365 million of senior preferred stock.
• TPG Capital and Transplace in connection with the sale of Transplace to Uber Freight for approximately $2.25 billion.
• LLamasoft in its $1.5 billion sale to Coupa Software and TPG, Goldman Sachs and MK Capital in the registered offering of the shares they received in the transaction.

Debt Transactions

• Staples, Inc. in connection with a comprehensive debt refinancing that included the issuance of approximately $2.4 billion of new senior secured notes and an exchange offer of approximately $950 million of its existing senior notes.
• Zebra Technologies Corporation in its offering of $500 million of unsecured notes.
• WeWork Inc. and its subsidiaries in connection with:
  • the comprehensive restructuring of its capital structure through a series of transactions with an ad hoc group of noteholders representing more than 60% of the company’s public notes, a third-party investor and affiliates of SoftBank Group Corp.;
  • a $250 million private placement of senior secured notes;
  • a secondary offering of $550 million of senior notes from a selling noteholder affiliated with SoftBank; and
  • multiple amendments to, and the reallocation of letter of credit commitments under, its letter of credit facility.
• Eli Lilly and Company in connection with:
  • its offering of $6.5 billion of USD notes;
  • its offering of $4 billion of USD notes;
  • its offering of €1.8 billion of euro notes and £250 million of GBP notes, including Lilly’s first sustainability bond; and
  • its $1.5 billion tender offer.
• Ahead DB Holdings, LLC, a portfolio company of Centerbridge Partners, L.P., in connection with its offering of $400 million of unsecured high-yield notes.
• Funds advised by Centerbridge Partners, L.P. in connection with its acquisition of American Bath Group, LLC, including ABG’s offering of $510 million of unsecured high-yield notes.

Prior to joining the Firm, Sharon was involved in the following matters:

• Represented a leading pharmaceutical company in connection with its offering of senior notes.
• Represented a Texas-based bank holding company in connection with its issuance of fixed-to-floating rate subordinated notes and subsequent exchange offer.
• Represented a leading ridesharing company in connection with its initial public offering.
• Represented the underwriters in the initial public offerings of two clinical-stage biopharmaceutical companies.
• Represented the underwriters in connection with the initial public offerings of three bank holding companies in Texas, Washington and Maryland.
• Represented a leading international tequila company in its private offering of shares pursuant to Rule 144A and Regulation S and its concurrent initial public offering in Mexico.
• Represented a media and entertainment conglomerate in various domestic and international debt offerings.
• Represented a leading provider of wireless infrastructure in:
  • various debt and equity capital markets transactions; and
  • its acquisition of a fiber services provider.
• Represented a financial advisory and asset management firm in its registered debt offering and related redemption.
• Represented the underwriters in the high-yield debt offering of a global provider of security products and solutions.
• Represented the underwriters in the concurrent offering of common shares and mandatory convertible securities of a leading global automaker.
• Represented a multinational telecommunications equipment company in connection with its unsecured revolving credit facility and term facility.
• Represented leading investment banks in their capacities as arrangers of secured and unsecured credit facilities and dealer managers of equity tender offers.
• Represented Credit Suisse as administrative agent and lender in connection with the bankruptcy of UCI International, LLC and certain of its affiliates.
• Provided pro bono legal services to multiple small business owners in the New York area.

Cravath, Swaine & Moore LLP

Covington & Burling LLP