EXPERIENCE

Jim’s representations have included:

SELECT PUBLIC COMPANY TRANSACTIONS

• Acadia Healthcare Company in its $1.2 billion acquisition of CRC Health Group
• Allergan in its $160 billion announced merger with Pfizer, its $40.5 billion sale of its global generics pharmaceuticals business to Teva and its $2.1 billion acquisition of Kythera Biopharmaceuticals
• APi Group Corporation in its $570 million acquisition of Elevated Facility Services Group from a fund managed by L Squared Capital Partners
• ArcelorMittal in its $3.3 billion sale of ArcelorMittal USA to Cleveland-Cliffs
• Bemis Company in its $6.8 billion merger with Amcor
• Biomet and its private equity consortium owners—Blackstone, Goldman Sachs PIA, KKR, and TPG—in Biomet’s $13.35 billion cash and stock merger with Zimmer Holdings
• Brookfield in its $5.8 billion acquisition of Scientific Games’ lottery business
• Conversus Capital in its $1.4 billion sale to an affiliate of HarbourVest Partners
• dMY III in its merger with IonQ to become the first publicly traded pure-play quantum computing company
• Duravant in its tender offer to acquire Key Technology
• Ecolab in the pending $950 million sale of its surgical solutions business to Medline
• General Mills in its $8 billion acquisition of Blue Buffalo Pet Products, its $610 million sale of its Helper and Suddenly Salad businesses to Eagle Family Foods and its sale of Yoplait’s European operations to Sodiaal
• Lafarge in various divestitures in connection with its €40 billion merger of equals with Holcim
• The shareholders of Levi Strauss & Co., consisting primarily of the descendants of the family of Levi Strauss and their relatives, in connection with the company’s IPO, including the adoption of a dual-class capital structure and new governance structures
• Medtronic in its $49.9 billion acquisition of Covidien
• OpenText in its $6 billion acquisition of Micro Focus and the $275 billion sale of its AMC/Mainframe business to Rocket Software
• Saint-Gobain in its $1.4 billion acquisition of Continental Building Products, its acquisition of The Bailey Group of Companies, its C$1.325 billion acquisition of Building Products of Canada and its $928 million acquisition of Kaycan
• Songa Offshore in its $3.8 billion combination with Transocean
• Sony in its $1 billion, $250 million and $200 million minority investments in Epic Games
• Sony Interactive Entertainment in its acquisition of Bungie
• Suntory Holdings in its $16 billion acquisition of Beam
• Surgical Care Affiliates in its $2.5 billion sale to United Health Group
• Sysco in its acquisition of Edward Don & Company, its acquisition of Greco and Sons and its acquisition of The Coastal Companies
• Thales in its $3.6 billion acquisition of Imperva
• T-Mobile in its $4.4 billion acquisition of UScellular’s wireless operations and its up to $1.35 billion acquisition of Ka’ena and its subsidiaries and brands, Mint Mobile, Ultra Mobile and Plum
• Westlake Chemical in its acquisition of NAKAN

HOSTILE M&A TRANSACTIONS, SHAREHOLDER ACTIVISM & CONFLICT-OF-INTEREST TRANSACTIONS

• Actavis in its $70 billion “white knight” acquisition of Allergan
• Akamai Technologies in its negotiated settlement with Elliott Management
• Allied Universal in its recommended $5 billion offer to acquire G4S
• Assured Guaranty in governance and activism preparedness advice in response to a short-sale activism by David Einhorn’s Greenlight Capital
• Danfoss A/S in its tender offer to acquire the outstanding shares of Sauer-Danfoss not already owned by Danfoss
• Genting and Kien Huat in their acquisition of all the outstanding shares of Empire Resorts not already owned by Kien Huat
• GlaxoSmithKline in its unsolicited tender offer to acquire Human Genome Sciences and the resulting $3.6 billion negotiated acquisition
• Hyundai Motor Company in its proxy contest against Elliott Management
• IMAX in share accumulations by Marcato Capital Management
• MEDNAX in the activist defense campaign by Starboard Value
• Nokian Tyres in activism preparedness advice in response to an activist campaign by Elliott Management
• Sony Corp. in its defense against an activism campaign by Third Point and its $3.7 billion tender offer to acquire the outstanding shares of Sony Financial Services not already owned by Sony
• The Special Committee of the Board of Directors of Spectrum Brands in the $10 billion combination of Spectrum Brands and HRG Group, the 58% stockholder of Spectrum
• Tempur Sealy in its adoption of a limited duration shareholder rights plan during COVID-19 pandemic
• Westlake Chemical in its unsolicited proposal to acquire Axiall Corporation, related proxy contest and the resulting $3.8 billion negotiated acquisition

SELECT PRIVATE EQUITY M&A TRANSACTIONS

• Bausch + Lomb and Warburg Pincus in the $8.7 billion sale of Bausch + Lomb to Valeant Pharmaceuticals
• Neiman Marcus, TPG Capital and Warburg Pincus in the $6 billion sale of Neiman Marcus to Ares Management and CPPIB
• TPG Capital in numerous transactions, including its $2.25 billion acquisition of RCN Telecommunications and Grande Communications; its $1.7 billion acquisition of Savers; its $525 million take-private acquisition of PRIMEDIA; its investment in Creative Artists Agency; and its recapitalization of RentPath, including the sale of a significant equity stake to Providence Equity Partners
• Warburg Pincus in numerous matters, including its acquisitions of Pregis, Universal Services of America and Guardsmark, Wencor Group, Gabriel Brothers and Duravant

OTHER SELECT CORPORATE TRANSACTIONS

• Allied Universal in several matters, including its sale of a significant equity stake to CDPQ and investment funds affiliated with Warburg Pincus at a valuation of more than $7 billion, and its $1 billion acquisition of U.S. Security Associates
• Biomet in its acquisition of the global trauma business of DePuy Orthopaedics
• Duravant in its acquisition of WECO
• GT Nexus in its $675 million acquisition by Infor
• Pregis in its acquisition of SOPRAD
• RCN Communications in its $2.3 billion acquisition of Wave Broadband
• Universal Services of America in numerous matters, including its merger of equals transaction with Allied Barton and its $131 million acquisition of the security business of ABM Industries