Eric L. Schiele, P.C.

Mergers & Acquisitions

• Kellanova in its pending $35.9 billion sale to Mars
• AbbVie in its $8.7 billion acquisition of Cerevel Therapeutics
• Fox Corporation in the proposed combination of Fox and News Corp. (which proposal was withdrawn)
• Express, Inc. in its strategic partnership with WHP Global and in its agreement with WHP to acquire Bonobos, Inc. from Walmart
• The Special Committee of the Board of Directors of Safehold Inc. in connection with Safehold’s strategic merger with its controlling shareholder iStar Inc. and related spinoff of iStar assets into a new publicly traded company
• Kellogg Company in the separation of its North American cereal business, resulting in two independent public companies, WK Kellogg Co and Kellanova
• Constellation Brands in connection with its stock declassification
• Constellation Brands in connection with its cooperation and information sharing agreements with Elliott Management
• Wynn Resorts in its pending sales of its Michigan iGaming Operations to Caesars Entertainment and its Mobile Sports Wagering Licenses in New York to PENN Entertainment
• Wynn Resorts in its $1.7 billion sale of the land and real estate assets of Encore Boston Harbor to Realty Income
• Owens & Minor, Inc. in its $1.6 billion acquisition of Apria, Inc. 
• Owens & Minor in its pending $1.4 billion acquisition of Rotech Healthcare Holdings
• McDonald’s in its sale of Dynamic Yield to Mastercard 
• McDonald’s in its sale of McD Tech Labs to IBM
• Polestar Performance AB in its $20 billion combination with Gores Guggenheim Inc. 
• Carlisle Companies Incorporated in the $2.025 billion sale of Carlisle Interconnect Technologies to Amphenol Corporation
• Carlisle Companies Incorporated in its $1.575 billion acquisition of Henry Company 
• Pioneer Merger Corp. in its proposed $2.2 billion combination with Acorns Grow Incorporated
• Wynn Resorts in its proposed $3.2 billion combination of its Wynn Interactive business with Austerlitz Acquisition Corporation
• AbbVie in its $550 million acquisition of Soliton
• Investindustrial in its voting agreement and $253 million sale of Knoll Inc. preferred stock to Herman Miller in connection with Herman Miller’s $1.8 billion acquisition of Knoll
• TDR Capital in its offer to acquire all of the outstanding shares of Target Hospitality Corp. not owned by TDR or its affiliates
• Wynn Resorts in its acquisition of Betbull
• Tribune Publishing in its cooperation agreement with Alden Global Capital
• Norwegian Cruise Line Holdings Ltd. in its PIPE investment from L Catterton as part of Norwegian’s multi-tranche financing for aggregate proceeds of $2.4 billion
• TDR Capital, as controlling stockholder of WillScot Corporation, in the $6.6 billion combination of WillScot and Mobile Mini, Inc.
• The Special Committee of the Board of Directors of Taubman Centers, Inc. in Taubman’s $9.8 billion merger and joint venture with Simon Property Group.
• Delphi Technologies PLC in its $3.3 billion sale to BorgWarner Inc.
• Centerview Partners and Lazard in their capacities as financial advisors to the special committee of CBS Corporation in connection with its $48 billion combination with Viacom Inc.
• Sonic Financial Corporation in its $1 billion take-private acquisition of Speedway Motorsports, Inc.
• AbbVie in its $63 billion acquisition of Allergan
• Bristol-Myers Squibb in its proxy fight with Starboard Value in connection with its $90 billion acquisition of Celgene
• Cambridge Franchise in its business combination with Carrols Restaurant Group, Inc.
• GlaxoSmithKline in its $12.7 billion joint venture with Pfizer to combine their consumer health businesses
• Amcor Ltd. in its $6.8 billion acquisition of Bemis Co.
• Wynn Resorts in its engagement and settlement agreement with shareholder Elaine Wynn

Prior to joining Kirkland, Eric’s representative transactions included:

• Disney in its $66 billion acquisition of 21st Century Fox
• Time Warner on a number of M&A transactions, including its $109 billion sale to AT&T, the unsolicited $80 billion proposal from 21st Century Fox to acquire Time Warner (which was withdrawn) and its $735 million acquisition of 100% of truTV
• Honeywell in its $90 billion proposal to acquire United Technologies (which was withdrawn) and its $300 million sale of Honeywell Technology Solutions to KBR
• Anheuser‑Busch InBev in its $123 billion acquisition of SABMiller and the $12 billion sale of SABMiller’s U.S. and global Miller branded businesses to Molson Coors
• Northrop Grumman in its $9.2 billion acquisition of Orbital ATK
• The Strategic Review Committee of the Board of Directors of Yahoo! in the $4.5 billion acquisition of Yahoo!’s operating business by Verizon
• DreamWorks Animation in its $4.1 billion sale to Comcast, its acquisition of Classic Media and the formation of the Oriental DreamWorks partnership with China Media Capital and Shanghai Media Group
• Cable ONE in its $735 million acquisition of NewWave Communications
• Montpelier Re Holdings in its $1.8 billion acquisition by Endurance Specialty Holdings
• H.J. Heinz and 3G Capital in Heinz’s $60 billion merger with Kraft Foods Group to form The Kraft Heinz Company
• Sapient in its $3.7 billion acquisition by Publicis
• The transaction committee of the board of directors of Norwegian Cruise Line in the $3.0 billion acquisition of Prestige Cruises International by Norwegian
• Zale Corporation in its $1.5 billion sale to Signet Jewelers and its related successful proxy fight with TIG Advisors, and in its PIPE financing with Golden Gate Capital
• Hologic Inc. in its engagement and settlement with Carl Icahn
• Toll Brothers in its $1.6 billion acquisition of the home building business of Shapell Industries
• The Washington Post Company in the $250 million sale of The Washington Post newspaper to Jeff Bezos
• IBM in a number of public and private transactions with an aggregate value of approximately $5.0 billion, including its acquisitions of SoftLayer Technologies, Ascential and Micromuse and the sale of its worldwide customer care business process outsourcing services business to SYNNEX, as well as in the formation of Open Invention Network
• Mondelez in its engagement and settlement with Trian
• Time Inc. in the sale of its Parenting Group, Time4 Media and Grupo Expansión businesses, and in its acquisition of QSP
• Starbucks in its $620 million acquisition of Teavana
• Flagstone Reinsurance in its $625 million sale to Validus
• Jacobs Private Equity in its control-PIPE acquisition (the first of its kind) of XPO Logistics
• Johnson & Johnson in its $430 million acquisition of Omrix Biopharmaceuticals.
• Biovail Corporation in its financing in connection with its $3.3 billion merger‑of‑equals with Valeant Pharmaceuticals and its $200 million acquisition of the worldwide tetrabenazine business of Cambridge Labs
• Chevron Corporation in its contested $18 billion acquisition of Unocal
• The Board of Directors of MCI in connection with the contested $8.5 billion acquisition of MCI by Verizon
• Sprint in its $35 billion merger with Nextel

Spin‑offs and Split-offs

• Time Warner in its spin‑offs of Time Inc., AOL and Time Warner Cable
• Honeywell in its spin‑off of AdvanSix
• Xerox in its spin‑off of Conduent
• Graham Holdings in its spin‑off of Cable ONE and its $1.1 billion split‑off of WPLG to Berkshire Hathaway
• Mondelez in its $30 billion spin‑off of Kraft
• Turner Broadcasting in its $1.5 billion split‑off of the Atlanta Braves to Liberty Media

Cravath, Swaine & Moore LLP

• Partner, 2008–2018

• Associate, 2000-2007