Sharon Freiman

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

SEC Compliance, Disclosure and Governance Advice

• Eli Lilly
• Avis
• Ladder Capital
• WeWork

Equity and M&A Transactions

• Altaris, LLC in its pending $540 million acquisition of Sharecare, Inc.
• Eli Lilly and Company in connection with:
  • its acquisition of Morphic Holding, Inc., a biotechnology company that is developing oral integrin therapies for treatment of serious chronic diseases;
  • 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

• HAH Group Holding Company LLC, a portfolio company of Centerbridge Partners and The Vistria Group, in connection with its offering of $675 million of secured high-yield notes.
• NMG Holding Company, Inc. and The Neiman Marcus Group LLC in connection with their offer to exchange any and all of their outstanding senior secured notes due 2026 for newly issued senior secured notes due 2028 and cash and concurrent consent solicitation.
• 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.
• Ladder Capital in its offering of $500 million of unsecured 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 $5 billion of USD notes;
  • 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, in connection with its offering of $400 million of unsecured high-yield notes.
• Funds advised by Centerbridge Partners 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