Dean S. Shulman, P.C.

Public Company Representations

• Danaher Corporation in its $9.6 billion acquisition of Aldevron

• Verizon in its $5+ billion sale of Verizon Media to funds managed by affiliates of Apollo Global Management 

• Alight Solutions in its $7.3 billion combination with Foley Trasimene Acquisition Corp.

• OnDeck Capital in its sale to Enova International 

• Collier Creek Holdings, a special purpose acquisition company, on its agreement to combine with Utz Quality Foods, LLC, a leading U.S. manufacturer of branded salty snacks, to form Utz Brands, Inc. 

• Norwegian Cruise Line Holdings Ltd. in its PIPE investment from L Catterton as part of Norwegian’s multi-tranche financing for aggregate proceeds of up to $2.4 billion 

• Covetrus in its $250 million convertible preferred equity investment from Clayton, Dubilier & Rice 

• 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 

• Delphi Technologies PLC in its $3.3 billion sale to BorgWarner Inc. 

• AbbVie in its $63 billion acquisition of Allergan

• Colfax Corporation in its $1.8 billion sale of its Air and Gas Handling business to KPS Capital Partners

• Danaher Corporation in its $21.4 billion acquisition of the biopharma business of General Electric

• Nexstar Broadcasting Group in its $1.3 billion sale of nineteen stations in fifteen markets to TEGNA and The E.W. Scripps Company

• GlaxoSmithKline in its $12.7 billion joint venture with Pfizer to combine their consumer health businesses 

• Bristol-Myers Squibb in its $90 billion acquisition of Celgene and its related $13.4 billion divesture of Celgene’s OTEZLA® program to Amgen

• Colfax Corporation in its $3.2 billion acquisition of DJO Global

• Nexstar Broadcasting Group in its $6.4 billion acquisition of Tribune Media Co., creating the largest local television broadcaster and local media company

• Fortive Corporation in its $2 billion acquisition of Accruent

• Tenneco Inc. in its $5.5 billion acquisition of Federal-Mogul, LLC from Icahn Enterprises

• Special Committee of the Board of Directors of Spectrum Brands in connection with the $10 billion merger of Spectrum Brands and HRG Group

• Wyndham Worldwide in its $1.95 billion acquisition of La Quinta Inns & Suites’ franchise and management businesses

• Spectrum Brands in its $2 billion carve-out sale of its global consumer battery business to Energizer

• Huntsman Corporation in its proposed merger with Clariant in a transaction with a combined enterprise value of approximately $20 billion

• Mead Johnson Nutrition in its $17.9 billion sale to Reckitt Benckiser Group plc

• WGL Holdings, Inc. in its $6.4 billion sale to AltaGas Ltd.

• Teva Pharmaceuticals in connection with its $500 million acquisition of the Anda distribution business of Allergan

• Talen Energy Corporation in its $5.2 billion sale to Riverstone Holdings LLC

• Nexstar Broadcasting Group in connection with its $4.6 billion acquisition of Media General, ending a six-month public takeover battle during which Nexstar jumped Media General’s previously announced transaction with Meredith Corp.

• Baxalta Incorporated in its $32 billion merger with Shire plc

• Molson Coors Brewing Co. in its $12 billion acquisition of SABMiller plc’s interest in MillerCoors joint venture

• Infosys Ltd. in its joint venture with Dreamworks Animation and in the $200 million acquisition of Panaya Ltd.

• Bristol-Myers Squibb in its $1.25 billion acquisition of Flexus Biosciences

• Burger King in its $11.4 billion acquisition of Tim Hortons Inc.

• Infineon Technologies AG in its $3 billion acquisition of International Rectifier Corporation

• Bristol-Myers Squibb in its up to $444 million (including milestones) acquisition of Galecto Biotech AB and up to $475 million (including milestones) acquisition of F-star Alpha Ltd.

• RBC Bearings in its $500 million acquisition of Sargent Aerospace & Defense

Private Equity and Private Company Representations

• FinServ Acquisition Corp. in its $1.0 billion merger with Katapult Holding, Inc. 

• Thomas H. Lee Partners, L.P. and Frazier Healthcare Partners in the acquisition of Adare Pharmaceuticals 

• Clene Nanomedicine, Inc., a nanotechnology-based biopharma company, in its $542.5 million combination with Tottenham Acquisition I Limited 

• Pike Corporation, a leading, integrated provider of construction, repair and engineering services for distribution and transmission power lines and substations, in its Rule 144A/Regulation S offering of $500 million aggregate principal amount of 5.500% senior notes due 2028 

• The Blackstone Group in its $22 billion merger of Kronos Incorporated and Ultimate Software

• Duff & Phelps in its $4.2 billion acquisition by a global investor consortium led by funds managed by Stone Point Capital and Further Global 

• Alight Solutions in its acquisition of Hodges-Mace

• The Carlyle Group, alongside TA Associates, in its acquisition of Weiman Products

• Alight Solutions in its acquisition of Wipro's Workday and Cornerstone OnDemand business

• Duff & Phelps in its acquisition of Prime Clerk 

• Duff & Phelps in its acquisition of Kroll

• Duff & Phelps, the premier global valuation and corporate finance advisor, in its $1.75 billion sale to Permira

• Alerian in its sale to ZZ Capital International

• Pamplona Capital Management in its $5 billion acquisition of PAREXEL International

• Hamilton Insurance Group in the sale of Hamilton USA and expansion of its strategic partnership with AIG and Two Sigma Insurance Quantified

• Pharm-Olam International, Ltd. in Quad-C Management, Inc.’s investment in Pharm-Olam

• The Blackstone Group in its $4.8 billion acquisition of Aon plc's technology-enabled benefits and HR platform, Alight

• nThrive in its acquisition of Adreima

• The Blackstone Group and ArcLight in connection with the $2.17 billion acquisition of four Midwest power plants from subsidiaries of American Electric Power

• The Blackstone Group in its $1 billion capital commitment to Jetta Permian, LP, a Delaware basin-focused oil and gas exploration and production company

• Butterfly Enterprises in its investment alongside KKR in Lemonade Restaurant Group

• Starr Investments in the sale of MultiPlan to Hellman & Friedman

• Blackstone Tactical Opportunities Fund in connection with its preferred equity and warrant investment in Targa Resources Corp.

• The Carlyle Group and WorldStrides on the sale of WorldStrides to Metalmark Capital Partners and Silverhawk Capital Partners

• The Blackstone Group in its $820 million investment in NCR Corporation

• Silver Lake in its acquisition of Cast & Crew Entertainment Services

• KKR in its acquisition of C.H.I. Overhead Doors

• Building Materials Holding Corporation in its all-stock merger with Stock Building Supply Holdings, Inc.

• Ontario Teachers’ Pension Plan in its acquisition of Infiltrator Water Technologies LLC

• KKR in its acquisition, along with Anchor Equity Partners and Ticket Monster management, of a controlling interest in Ticket Monster from Groupon in a transaction based on a fully diluted valuation of $782 million

• EIG Global Energy Partners in its $1 billion equity and debt investment in Breitburn Energy Partners

Corporate Spin-Off / Split-Off / RMT Transactions

• Wyndham Worldwide in 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.

• Micro Focus International plc in its $8.8 billion “Reverse Morris Trust” acquisition of Hewlett Packard Enterprise Company’s software business

• 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

• Baxter International Inc. in the tax-free spin-off of its biopharmaceutical business, Baxalta Inc.

• Pulitzer Publishing Company and obtained a private letter ruling from the IRS in connection with Pulitzer’s spin-off of its newspaper publishing operations and subsequent sale of its television broadcasting operations to Hearst Argyle Television, Inc.*

• E.I. du Pont de Nemours and Company and obtained a private letter ruling from the IRS in connection with the initial public offering and split-off of Conoco Inc.*

• Reinsurance Group of America, Inc. and obtained a private letter ruling in connection with its split-off from MetLife and subsequent unwind of its dual class structure*

• Chipotle Mexican Grill, Inc. in connection with the unwinding of its dual class structure (following its split-off from McDonald’s Corporation)*

• Liberty Media Corporation in connection with its split-off from AT&T, as well as Liberty Media in connection with its spin-offs of Liberty Media International and Discovery Holding Company, its split-off of Liberty Entertainment, Inc., which was followed by a combination with DIRECTV, and the spin-off by Starz of Liberty Media Corporation*

• Telecom Corp. of New Zealand in its spin-off of Chorus Ltd.*

• Pfizer Inc. in its IPO and split-off of Zoetis, Inc.*

• ONEOK, Inc. in its spin-off of ONEGAS, Inc.*

*Prior to Golden Flag