EXPERIENCE

Ross’s recent representations include advising:

PRIVATE EQUITY & PUBLIC COMPANY TRANSACTIONS

• Funds and affiliates managed by Apollo Global Management in an investment of
  $11 billion to acquire from Intel Corporation a 49% equity interest in a joint venture entity related to Intel’s Fab 34
• Apollo Global Management in its $43 billion merger with Athene
• Funds managed by affiliates of Apollo Global Management in the $7.5 billion acquisition of the incumbent local exchange carrier (ILEC) business of Lumen Technologies in 20 U.S. states to create Brightspeed, the nation's fifth largest ILEC
  • Brightspeed, a portfolio company of funds managed by affiliates of Apollo Global Management, in its $500 million investment by Mubadala Investment Company
• Funds managed by affiliates of Apollo Global Management in the $6.25 billion acquisition of The Venetian Resort and Sands Expo and Convention Center from Las Vegas Sands Corporation
• Funds managed by affiliates of Apollo Global Management in their approximately
  $4.3 billion acquisition of Rackspace
• Funds managed by affiliates of Apollo Global Management in their $500 million convertible preferred stock investment in Cengage Group
• Funds managed by affiliates of Apollo Global Management and funds advised or sub-advised by GSO Capital Partners or its affiliates, in connection with a comprehensive debt and equity transaction involving Mood Media Corporation
• Apollo Strategic Growth Capital in its $5 billion business combination with American Express Global Business Travel to form a publicly traded company
• AGS, a portfolio company of funds managed by affiliates of Apollo Global Management, in its $382 million acquisition of Cadillac Jack
• The special transaction committee of independent directors of Agilysys in connection with a preferred equity investment by MAK Capital One
• Alere in its $5.3 billion acquisition by Abbott Laboratories
• AR Global in connection with the internalization of management as part of the merger agreement between Global Net Lease and The Necessity Retail REIT
• Churchill Capital Corp II in its combined $1.5 billion acquisition of Software Luxembourg Holding S.A. (Skillsoft) and Global Knowledge Training from funds affiliated with Rhône Capital to create a digital learning company
• EarthLink Holdings in its approximately $1.1 billion merger with Windstream Holdings
• The independent directors of Far Peak Acquisition Corporation in its $9 billion combination with Bullish (terminated)
• General Atlantic and Oak Hill Capital Partners and their respective associated investment funds in the approximately $1 billion sale of common shares of Genpact Limited to affiliates of Bain Capital Partners
• Great Wolf Resorts in its $798 million sale to funds managed by affiliates of Apollo Global Management
• Hunt Companies in its external management agreement and private placement transactions with Five Oaks Investment Corp.; its acquisition of certain real estate-related assets, management externalization and private placement transactions with MMA Capital Management; and its acquisition of Centerline Holding Company
• The subcommittee of the board of directors of Invitation Homes in connection with its merger of equals with Starwood Waypoint Homes to create a company with an enterprise value of approximately $20 billion
• The Karfunkel-Zyskind Family, alongside a unit of Stone Point Capital, in their take-private of AmTrust Financial Services, valuing AmTrust at approximately $2.95 billion; and in connection with the associated settlement and support agreement with affiliates of Carl C. Icahn
• MagnaChip Semiconductor Corporation in its $1.4 billion take-private sale to investment vehicles established by Wise Road Capital and certain of its limited partners (terminated)
• Mitel Networks Corporation in its approximately $2 billion acquisition by an investor group led by affiliates of Searchlight Capital Partners
• Mosaic Acquisition Corp. in its merger with Vivint Smart Home to form a publicly listed company with an enterprise value of approximately $4.2 billion
• Platform Specialty Products Corporation in its $2.3 billion acquisition of Alent
• PlayAGS in its acquisition of Integrity Gaming Corp.
• Spectrum Brands Holdings in its $1.25 billion sale of its Global Auto Care business to Energizer Holdings
• Time Warner Cable in its $78.7 billion merger with Charter Communications; its
  $45.2 billion stock-for-stock merger with Comcast Corporation (terminated); and its response to unsolicited acquisition proposals by Charter Communications
• Tricon Capital Group in its $1.4 billion acquisition of Silver Bay Realty Trust Corp.
• UCP, Inc. in its merger with Century Communities, Inc.

CARVE-OUT AND PRIVATE COMPANY ACQUISITIONS & DISPOSITIONS

• Catalent in the sale of its Blow-Fill-Seal (BFS) Sterile Contract Development and Manufacturing Business to funds advised by SK Capital Partners
• Ericsson AB in its sale of its Media Solutions business to One Equity Partners and in Francisco Partners’ investment in Ericsson’s iconectiv business
• Grupo Salinas in its $2.5 billion sale of Iusacell to AT&T
• Hunt Companies in its sale of Hunt Real Estate Capital to ORIX Corporation USA; its investment in Brean Capital; its sale of Hunt Affordable Housing to Alden Torch Financial; and its subsequent acquisition of Alden Capital Partners, the syndication division of Alden Torch Financial
• Janus Capital Group in its acquisition of VelocityShares
• MacAndrews & Forbes and its indirect, wholly owned subsidiary, Harland Clarke Holdings, in the $1.2 billion sale of its subsidiary, Harland Financial Solutions, to Davis + Henderson Corporation
• MacAndrews & Forbes and certain of its affiliates in the sale of its portfolio company, HUMVEE®manufacturer, AM General to KPS Capital Partners
• MagnaChip Semiconductor Corporation in the sale, valued at approximately $435 million, of its Foundry Services Group and fabrication plant in Cheongju, Korea by certain of MagnaChip’s wholly-owned subsidiaries to a special purpose company established by Alchemist Capital Partners Korea Co. and Credian Partners.
• Vincent Viola and Douglas Cifu in their acquisition of the Florida Panthers of the National Hockey League

ACTIVIST DEFENSE

• Destination XL Group in its settlement agreement with Cannell Capital
• DHI Group in its settlement agreement with Barington Capital Group
• MagnaChip Semiconductor Corporation in its settlement agreement with Engaged Capital
• New York City REIT in its successful proxy contest against Comrit Investments 1
• Range Resources Corporation in its settlement agreement with SailingStone Capital Partners

Ross was also involved in numerous notable transactions prior to joining Paul, Weiss, including: Bank of America’s merger with Merrill Lynch and its merchant services joint venture with First Data; Caremark Rx’s response to a hostile tender offer by Express Scripts and its $27 billion merger with CVS; Clorox’s response to the $12.5 billion unsolicited acquisition proposal from Carl Icahn; Delta’s $3.6 billion merger with Northwest Airlines; Deutsche Telekom’s proposed $39 billion sale of T-Mobile to AT&T; and JPMorgan’s merger with Bear Stearns.

Ross participates regularly in speaking engagements on corporate and M&A matters, including the “Defending Against Activism” panel at the annual 13D Active-Passive Investor Summit; the “What’s ‘Market’ in Merger Agreements?,” “Current Issues in Private Equity” and “Special Issues Carve-Out Transactions” panels at Tulane Corporate Law Institute; and “How to Handle Post-Deal Activism” panel hosted by DealLawyers.com.

Ross is also a regular contributor to the firm’s “Delaware M&A Quarterly” publication and has authored several memoranda on transactional and corporate regulatory topics.

Ross was recognized as one of Lawdragon’s “500 Leading Dealmakers in America” for 2022 and was ranked in the top three of FinTech Lawyers in North America by MergerLinks in 2021. In addition, he has been recognized in The Legal 500 for his work on “Shareholder Activism: Advice to Boards.”  

Ross is a member of the New York City Bar Association Corporation Law Committee.