Ross M. Leff, P.C.

Capital Markets

• Clearlake Capital Group in a $400 million senior notes offering to finance its acquisition of Intertape Polymer Group, a manufacturer of paper and film based pressure-sensitive and water-activated tapes, stretch and shrink films, protective packaging, woven and non-woven products and packaging machinery for industrial and retail use 
• Clearwater Analytics Holdings, a portfolio company of Welsh, Carson, Anderson & Stowe, in its $540 million IPO
• Wheel Pros, a portfolio company of Clearlake Capital Group in a $365 million senior notes offering to finance its recapitalization
• BayPine in a $720 million senior notes offering to finance its acquisition of Mavis Tire Express Services
• Clearlake Capital Group in a $685 million senior notes offering to finance its acquisition of Endurance International Group Holdings
• Clearlake Capital Group in a $400 million senior notes offering to finance its acquisitions of PrimeSource Building Products and Dimora Brands, and $340 million senior notes offering to finance the acquisition of NWI Enterprises (Nationwide)
• Clearlake Capital Group in a $625 million senior notes offering to finance its acquisition of Springs Window Fashions
• ASP Unifrax Holdings, Inc. in its $800 million secured notes offering and $400 million unsecured notes offering to finance its acquisition of Lydall, Inc.
• Tripadvisor in its $500 million high yield notes offering and $300 million convertible notes offering
• Reverence Capital Partners in its $350 million high yield notes offering in connection with its acquisition of Advisor Group, and Reverence Capital Partners and Advisor Group in Advisor Group’s $500 million high yield secured notes offering in connection with Advisor Group’s acquisition of Ladenburg Thalmann Financial Services
• Allied Universal, a portfolio company of Warburg Pincus and CDPQ, in multiple offerings of high yield notes totaling over $7.3 billion
• Radiology Partners in its approximately $700 million high yield notes offering and $800 million high yield secured notes offering
• Teva Pharmaceutical Industries Ltd. in multiple high yield notes offerings totaling $11.5 billion and tender offers totaling nearly $6 billion, including the largest-ever offering of sustainability-linked notes
• Prestige Brands in multiple high yield notes offerings totaling $1 billion
• Univar Solutions in its $500 million high yield notes offering
• Grubhub in its $500 million high yield notes offering
• Associated Materials Group, a Hellman & Friedman portfolio company, in its approximately $275 million private offering of convertible preferred equity securities and warrants
• Advent International in its offering of $675 million of high yield notes in connection with its investment in inVentiv Health
• BMC Stock Holdings in its $350 million high yield notes offering
• BMC Stock Holdings in multiple follow-on and secondary public offerings of common shares totaling approximately $310 million
• Exelon Corporation in its $4.2 billion investment grade notes offering
• Essar Steel Algoma Inc. in its restructuring of approximately $1.2 billion of funded debt, including the offering of $375 million of high yield secured notes and the exchange of existing junior debt for approximately $250 million of junior secured high yield notes
• UMB Bank, as trustee, in connection with the out-of-court restructuring of approximately $127 million in bonds issued by Thomas Jefferson School of Law
• GrubHub in its approximately $400 million follow-on public offering of common shares
• The Carlyle Group in its offering of $750 million of high yield notes in connection with its acquisition of Signode Industrial Group
• Exelon Corporation in its $1.75 billion offering of common stock in connection with forward sales agreements and $1 billion offering and remarketing of equity units
• Starr Investment Holdings, along with Partners Group, in their offering of $1 billion of high yield notes in connection with their acquisition of Multiplan

Prior to joining Golden Flag:

• Dreamworks in connection with its $300 million high-yield notes offering
• Citigroup, Credit Suisse and JPMorgan in the offering of $500 million of high-yield notes by Freescale Semiconductor
• Citigroup, Credit Suisse and JPMorgan in the offering of $600 million of common shares of Apollo Global Management
• Credit Suisse, Goldman Sachs and JPMorgan in multiple offerings of the common shares of Tumi
• Credit Suisse in the offering of $300 million of high-yield notes of BlueScope Steel
• Bank of America, Deutsche Bank, JPMorgan and Morgan Stanley in the offering of $250 million of senior notes of Reed Elsevier
• Bank of America, JPMorgan and Wells Fargo in the offering of $500 million of senior notes of Flowserve Corporation
• Bank of America, Barclays and Wells Fargo in multiple offerings of subordinated debentures of Protective Life
• Goldman Sachs and Morgan Stanley in the offering of $375 million of senior secured notes of Global Brass & Copper
• Citigroup in multiple offerings of and tender offers and consent solicitations for high yield notes of Rite Aid
• Wells Fargo in the offering of $400 million of preferred shares of AXIS Capital

Mergers and Acquisitions, PIPEs and Principal Investments

• Viking Global Investors, which invested together with Casdin Capital, in its $250 million convertible preferred equity investment in Fluidigm Corp. (NASDAQ: FLDM), a developer and manufacturer of multi-omic solutions to study cancer, inflammatory diseases and immunotherapies
• 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 
• CCC Intelligent Solutions in its $7 billion business combination with Dragoneer Growth Opportunities Corp.
• Genius Sports Group in its $1.5 billion business combination with dMY Technology Group, Inc. II 
• Paine Schwartz Partners in its $150 million convertible preferred equity investment in AgroFresh Solutions
• Brookfield Asset Management Inc. in its $260 million convertible preferred equity investment in Superior Plus Corp.
• One Equity Partners in its $190 million investment in AdaptHealth
• Covetrus in its $250 million convertible preferred equity investment from Clayton, Dubilier & Rice
• 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
• Apax Partners in its $400 million convertible preferred equity investment in Verint® Systems Inc.
• Advisor Group, a portfolio company of Reverence Capital Partners, with respect to financing matters in its $1.3 billion acquisition of Ladenburg Thalmann Financial Services 
• GLP in its $18.7 billion sale of its U.S. logistics business to Blackstone, the largest-ever private real estate transaction globally
• KKR in its $22 billion merger of Fiserv and First Data Corporation
• Grubhub Inc. in its $200 million private placement minority investment from Yum! Restaurant Services LLC
• Special Committee of the Board of Directors of Spectrum Brands in connection with the $10 billion merger of Spectrum Brands and HRG Group
• Spectrum Brands Holdings with respect to financing matters in its $2 billion sale of its global battery and lighting business to Energizer Holdings
• Warburg Pincus in its approximately $60 million acquisition of 50% of Cyren Ltd., an Israeli public company dual-listed in Israel and the United States, through a primary PIPE transaction and secondary tender offer
• Brookfield Business Partners in its acquisition of approximately 60% of Teekay Offshore Partners for a total investment of approximately $750 million
• Abbott Laboratories in its $5.8 billion acquisition of Alere Inc.
• MultiPlan, Inc. and Starr Investment Holdings, LLC in the sale of MultiPlan to Hellman & Friedman
• Francisco Partners in its approximately $65 million convertible preferred equity investment in Connecture, Inc.
• Starwood Capital Group in its $5.365 billion purchase of national multifamily portfolio from Equity Residential
• The Carlyle Group in its $175 million convertible debt investment in SEACOR Marine Holdings Inc.
• Pershing Square Capital Management, working with Valeant Pharmaceuticals International, in its approximately $54 billion unsolicited takeover bid for Allergan

Prior to joining Golden Flag:

• Toll Brothers in its $1.6 billion acquisition of Shapell Homes
• IBM in its acquisition of Curam Software
• IBM in its acquisition of i2
• IBM in its acquisition of Tririga
• Johnson & Johnson in its approximately $480 million acquisition of Micrus Endovascular
• Westbrook Partners in its approximately $80 million acquisition of Crown Farm property out of Crown Farm’s Chapter 11 bankruptcy

Cravath, Swaine & Moore LLP, New York, NY, 2007–2014