Jesse Sheley

The following are selected examples of Jesse’s recent representations:

• The Carlyle Group: Represented The Carlyle Group in its proposed acquisition of KFC Holdings Japan, Ltd. (9873.T), the operator of the Kentucky Fried Chicken (KFC) fast-food franchise in Japan, together with the related long term franchise arrangements with brand owner, Yum! Brands

• The Carlyle Group: Represented The Carlyle Group in the $1.8 billion sale of its stake in the strategic partnership that operates and manages McDonald's franchised businesses in China, Hong Kong and Macau to McDonald's Corp. (NYSE: MCD)

• Webull Corporation: Represents Webull Corporation, a leading digital investment platform, on its business combination with SK Growth Opportunities Corporation (NASDAQ: SKGR), a publicly traded special purpose acquisition company

• Crescent Point Capital: Represented Crescent Point Capital on the acquisition by Ares Management Corporation of the Crescent Point Capital platform, a leading Asia-focused private equity platform

• AP Acquisition Corp.: Represented AP Acquisition Corp. (NYSE: APCA), a special purpose acquisition company, on its proposed business combination with JEPLAN, Inc., a global leader in chemically recycled PET technology. The transaction values the combined company at an estimated equity value of approximately US$480 million on a post-money basis. This transaction was named “Best M&A Deal - North Asia” by FinanceAsia Achievement Awards 2023

• MoneyHero Group: advised MoneyHero Group on its business combination with Bridgetown Holdings Limited (NASDAQ: BTWN), a special purpose acquisition company formed as a collaboration between Pacific Century Group and Thiel Capital

• TH International Limited: advised TH International Limited (“Tims China”; NASDAQ: THCH) on its acquisition of PLKC International (“Popeyes China”) to become the exclusive operator and developer of the Popeyes® brand in mainland China and Macau

• L Catterton Asia Acquisition Corp.: advised L Catterton Asia Acquisition Corp. (NASDAQ: LCAA), a special purpose acquisition company formed by affiliates of L Catterton, a leading global consumer-focused investment firm, on its business combination with Lotus Technology Inc., a leading global luxury electric vehicle maker that operates under the iconic British brand, Lotus The combined business is listed under the ticker symbol “LOT”. The transaction values the combined business at a pro forma enterprise value of approximately US$5.4 billion. This transaction was named “Deals of the Year 2023” by China Business Law Journal

• TH International Limited: represented TH International Limited (Tims China), the master franchisee and operator of Tim Hortons coffee shops in China, on its business combination with Silver Crest Acquisition Corporation (NASDAQ: SLCR), a publicly-traded special purpose acquisition company. The transaction values the combined business at approximately US$1.4 billion. This transaction was named “Deals of the Year 2022” by China Business Law Journal

• Asia Innovations Group Limited: advised Asia Innovations Group Limited (ASIG), a leading mobile social company across emerging markets, on its proposed business combination with Magnum Opus Acquisition Limited (NYSE: OPA), a special purpose acquisition company. The business combination provides for an equity valuation of US$2.5 billion for the combined company. This transaction was named “Deals of the Year 2022” by China Business Law Journal

• Magnum Opus Acquisition Limited: advised Magnum Opus Acquisition Limited (NYSE: OPA), a publicly traded special purpose acquisition company, on its proposed business combination with Forbes Global Media Holdings Inc., the iconic business information brand, and subsequent US$200 million strategic investment from Binance, one of the world’s largest cryptocurrency and blockchain infrastructure providers

• Poema Global Holdings Corp.: advised Poema Global Holdings Corp. (NASDAQ: PPGH), a special purpose acquisition company affiliated with Princeville Capital, on its business combination with Gogoro Inc., a global technology leader in battery swapping ecosystems that enable sustainable mobility solutions for cities

• Artisan Acquisition Corp.: advised Artisan Acquisition Corp. (NASDAQ: ARTAU), a special purpose acquisition company founded by renowned Hong Kong cultural entrepreneur Adrian Cheng, on its business combination with Prenetics Group Limited, a global leader in genomic and diagnostic testing. This transaction was named “Deals of the Year 2022” by China Business Law Journal

• A consortium comprising Hillhouse Capital Management, HOPU Investment Management, Global Logistic Properties Limited (GLP) founder Ming Mei’s SMG, Bank of China Group Investment and China Vanke Co. or their affiliated entities in its US$11.6 billion acquisition of GLP (SGX: MC0). GLP is Asia’s leading warehouse operator with a multibillion-dollar portfolio of assets spread across China, Japan, Brazil and the United States. The transaction is the largest private equity-backed takeover in Asia (ex-Japan) to date. This transaction was named Deal of the Year and Best Leveraged Finance Deal by FinanceAsia Achievement Awards 2017

• The Carlyle Group: advised The Carlyle Group, CITIC Limited and CITIC Capital Holdings in its US$2.08 billion acquisition of the majority stake in a newly-formed company that will act as the master franchisee for McDonald’s in China and Hong Kong. The company will become the largest McDonald’s franchisee outside the United States

• The Carlyle Group: advised The Carlyle Group in connection with its leveraged buyout of VXI Global Solutions

• Advantage Partners: advised Advantage Partners in its sale of TeleGuam Holdings to Huntsman Family Investments

• Advantage Partners: advised Advantage Partners in connection with its leveraged buyout of TeleGuam Holdings and subsequent sale to state-run PT Telekomunikasi Indonesia Tbk

• Advantage Partners: advised Advantage Partners in connection with its leveraged buyout of GST AutoLeather

• Advantage Partners: advised Advantage Partners in connection with its acquisition of Seton Company

• Bain Capital Asia: advised Bain Capital Asia in connection with its leveraged buyout of NASDAQ-listed China Fire & Security. Named “2012 Private Equity Deal of the Year” by China Law & Practice

• Bain Capital Asia: advised Bain Capital Asia in connection with its acquisition of ASIMCO Technologies

• Bain Capital Asia: advised Bain Capital Asia in connection with its PIPE investment into HKSE-listed GOME

• Bain Capital Asia: advised Bain Capital Asia in connection with its leveraged buy-out of VXI Global Solutions

• The Carlyle Group: advised The Carlyle Group, Sequia Capital China and Actis in connection with their leveraged buyout of NYSE-listed 7 Days Inn

• CDH: advised CDH as a consortium member in the US$3 billion leveraged buyout of NYSE-listed Giant Interactive. Named "Private Equity Deal of the Year" for 2014 and 2015 by China Business Law Journal and IFLR

• KKR: advised KKR in its investment in Joulon, an integrated platform based in Dubai providing asset management services to the oil and gas industry globally

• KKR: advised KKR in its investment in Mandala Energy

• Silver Lake Partners: advised Silver Lake Partners in connection with its acquisition of Allyes Online Media

• Advised multiple private equity sponsors in connection with confidential M&A matters throughout Asia

• VisasQ Inc.: advised VisasQ Inc. (TYO: 4490), a leading knowledge platform in Japan, in its acquisition of Coleman Research Group, Inc., a US-based expert network service firm

• Nord Anglia Education Inc.: advised the Special Committee of the Board of Directors of NYSE-listed Nord Anglia Education Inc., a leading global premium schools organization, in connection with its acquisition by a consortium led by funds affiliated with Canada Pension Plan Investment Board and Baring Private Equity Asia. The transaction was named PE Deal of the Year by The Asia Legal Awards 2018

• Qunar Cayman Islands Limited: Advising the Special Committee of NASDAQ-listed Qunar Cayman Islands Limited (“Qunar”) in connection its acquisition by a consortium led by Ocean Management Limited in a “going private” transaction implying an equity value of Qunar of approximately US$4.44 billion

• Trina Solar Limited: advising the Special Committee of NYSE-listed Trina Solar Limited in connection with its acquisition by a consortium led by Mr. Jifan Gao, its chairman and CEO, in a “going private” transaction

• Agria Corporation: advising the Special Committee of the Board of Directors of NYSE-listed Agria Corporation in connection with its proposed acquisition by a buyer group led by the executive chairman Mr. Guanglin Lai

• Sohu.com Inc.: advising the special financing committee of NASDAQ-listed Sohu.com in connection with its evaluation of an investment proposal from Dr. Charles Zhang, Sohu.com’s chairman and chief executive officer

• Youku Tudou: advising J.P. Morgan as financial advisor to the special committee of NYSE-listed Youku Tudou in connection with its acquisition by NYSE-listed Alibaba Group

• Qihoo360 Technology Co. Ltd.: advising a consortium consisting of CITIC Guoan, Golden Brick Silk Road Capital, Sequoia Capital China, Taikang Life Insurance, Ping An Insurance, Sunshine Insurance, New China Capital, Huatai Ruilian, Huasheng Capital or their affiliated entities in the US$9.3 billion acquisition of NYSE-listed Qihoo360 Technology Co.

• Bona Film Group: advising a consortium of investors, including affiliates of Sequoia, Fosun, SAIF, Alibaba Pictures Group Limited and Tencent, in connection with their acquisition of NASDAQ-listed Bona Film at an implied enterprise value of approximately US$1 billion

• iDreamSky: advising a consortium of investors, including, among others, V Capital, Prometheus Capital, Legend Capital, We Capital, Star VC or their affiliated entities, in their acquisition of NASDAQ-listed iDreamSky Technology Limited

• Country Style Cooking Restaurant Chain Co., Ltd: advising the special committee of the board of directors of NYSE-listed Country Style Cooking Restaurant Chain in connection with its acquisition by a buyer group including the company’s co-founders, Ms. Hong Li and Mr. Xingqiang Zhang

• eLong, Inc.: advising the special committee of NASDAQ-listed eLong in connection with its acquisition by a consortium that includes affiliates of Tencent Holdings Limited, Ctrip.com and certain other existing shareholders of eLong

• Xueda Education: advising the founders of NYSE-listed Xueda Education Group, including Mr. Xin Jin, Mr. Rubin Li and Mr. Jinbo Yao, in connection with Xueda’s proposed merger with Xiamen Insight Investment Co., Ltd.

• Vimicro International Corp: advising the special committee of NASDAQ-listed Vimicro in connection with its evaluation of an acquisition proposal from Zhonghan (John) Deng and Zhaowei (Kevin) Jin, co-chief executive officers of Vimicro

• AirMedia Group: advising the special committee of NASDAQ-listed AirMedia in connection with its evaluation of an acquisition proposal from Herman Man Guo, chairman and chief executive officer of AirMedia, and certain other members of management

• China Mobile Games and Entertainment: advising NASDAQ-listed CMGE in connection with its acquisition by Orient Securities Company Limited, Changjiang Securities and Beijing HT Capital Investment Management

• Ganji.com: advised Ganji.com and certain of its shareholders in the sale of an approximately 43% equity stake in Ganji to NYSE-listed 58.com Inc. for a combination of cash and 58.com shares valued at over US$1.6 billion

• Focus Media: advised the special committee on a US$3.7 billion leveraged buyout of NASDAQ-listed Focus Media by The Carlyle Group, FountainVest, CITIC Capital, China Everbright and Focus Media’s chairman. This deal was named “2013 Private Equity Deal of the Year” by China Law & Practice, “2014 Private Equity Deal of the Year” by IFLR and “2014 Global M&A deal of the Year: China private equity” by The American Lawyer

• Tudou: advised NASDAQ-listed Tudou in connection with its US$1.1 billion stock-for-stock merger with NYSE-listed Youku Inc. Named “2012 M&A Deal of the Year” by China Law & Practice and “2012 M&A Deal of the Year (Inbound & Domestic)” by China Business Law Journal

• AutoNavi: advised the special committee of NASDAQ-listed AutoNavi in connection with its sale to Alibaba Group Holding Limited in a transaction that valued AutoNavi at US$1.5 billion

• iSoftStone: advised the special committee in connection with the leveraged buyout of NYSE-listed iSoftStone by China Everbright and iSoftStone's chairman and CEO

• Montage Technology: advising Shanghai Pudong Science and Technology Investment Co., Ltd., a state-owned enterprise under the direct administration of Pudong New Area government of Shanghai, in its US$693 million acquisition of NASDAQ-listed Montage Technology Group Limited

• Vipshop Holdings Limited: advised NYSE-listed Vipshop Holdings Limited, in its acquisition of a 75% equity interest in Lefeng.com Limited and its acquisition of a 23% equity interest in Ovation Entertainment Limited

• China Nuokang Bio-Pharmaceutical: advised the Company’s founder and China Grand in connection with its leveraged buyout of NASDAQ-listed China Nuokang Bio-Pharmaceutical

• ShangPharma: advised J.P. Morgan as financial advisor to the special committee of NYSE-listed ShangPharma in connection with an acquisition by TPG and a group of ShangPharma management

• GOME Electrical Appliances Holding Limited: advised Bain Capital Asia in connection with its PIPE investment into HKSE-listed GOME

• Biomet: advised NASDAQ-listed Biomet in connection with its US$11.4 billion leveraged buyout by Blackstone, Goldman Sachs Capital Partners, KKR and TPG

• Nuveen Investments: advised Madison Dearborn Partners in connection with its US$6.3 billion leveraged buyout of NYSE-listed Nuveen