Sara B. Zablotney, P.C.

Public Company Matters

• Arya Sciences Acquisition Corp. in its combination with Immatics Biotechnologies GmbH and Arya Sciences Acquisition Corp. II in its $1.3 billion combination with Cerevel Therapeutics.
• AbbVie in its $63 billion acquisition of Allergan and in the issuance of $30 billion of debt to finance its acquisition of Allergan.
• Accenture in numerous matters, including its joint venture with Apax Partners from the carve out of Accenture’s Duck Creek Technologies insurance claims, billing and policy administration software business, its acquisition of CreativeDrive, its acquisition of Cloud Sherpas, its acquisition of Novetta, its acquisition of Mortgage Cadence LLC, its $375 million acquisition of Procurian Inc., its $316 million acquisition of Acquity Group, its acquisition of global management consulting firm Kurt Salmon, its acquisition of the corporate advisory and aviation consulting businesses of Seabury Group, its acquisition of Meredith Xcelerated Marketing (MXM) and its acquisition of Symantec's Cyber Security Services business from Broadcom, Inc.
• Bristol-Myers Squibb in numerous matters, including its sale of its manufacturing facility in Swords, Ireland, to SK Biotek Co., Ltd., its $2.07 billion acquisition of Cardioxyl Pharmaceuticals, Inc., its $1.25 billion acquisition of Flexus Biosciences, its $520 million (including milestones) acquisition of Cormorant Pharmaceuticals, its up to $444 million (including milestones) acquisition of Galecto Biotech, its $475 million (including milestones) acquisition of F-star Alpha, its $1.6 billion sale of its French over-the-counter drugs business to Taisho Pharmaceutical, Ltd., its $90 billion acquisition of Celgene and its $13.4 billion divesture of Celgene’s OTEZLA® program to Amgen, and its acquisition of Turning Point Therapeutics and MyoKardia.
• Celator Pharmaceuticals in its $1.5 billion sale to Jazz Pharmaceuticals.
• Corning Inc. in connection with the exchange of its 50% ownership interest in Dow Corning Corp. for 100% of the stock of a corporation that will hold an approximately 40% ownership interest in Hemlock Semiconductor Group and other assets including approximately $4.8 billion in cash.
• Energy Future Holdings in its restructuring, including the spin-off of Vista Energy.
• EQT Corporation on its 15-year gas gathering agreement with EQM Midstream Partners, LP covering Pennsylvania and West Virginia, and the associated buyback of 25.3 million of EQT’s shares held in Equitrans Midstream Corporation.
• Talen Energy Corporation in its $5.2 billion sale to Riverstone Holdings LLC.
• Trinseo in the €1.137 billion acquisition of Arkema’s PMMA business.
• United Airlines in its $6.8 billion financing comprising of $3.8 billion of bonds and $3 billion of term loans secured by the airline’s MileagePlus loyalty program and its $5 billion funding from the U.S. Treasury under the CARES Act Payroll Support Program.
• Wyndham Worldwide in its $1.95 billion acquisition of La Quinta Inns & Suites’ franchise and management businesses, its approximately $1.3 billion sale of its European vacation rental business to Platinum Equity, its separation via spin-off into two separate publicly traded hospitality companies valued at approximately $11 billion, Wyndham Hotels & Resorts, Inc. and Wyndham Destinations, Inc., its $170 million acquisition of AmericInn and its $255 million acquisition of Shell Vacations LLC.
• Wyndham Destinations (a/k/a Travel + Leisure) in its acquisition of the Travel + Leisure brand and related assets from Meredith corporation.