HEALTHCARE & LIFE SCIENCES GROUP 2 1 Healthcare and life sciences clients have long turned to S&C for help succeeding in today’s rapidly changing business environment. Large and mid-size, public and private, throughout their lifecycles, these companies rely on our multi-disciplinary, global team to address their most complex legal and business challenges and reach their strategic goals.
Sector expertise: We offer unrivaled OUR CLIENTS GET… knowledge of the healthcare and life sciences industries, our clients’ businesses and the sector-specific competitive pressures bearing down on them. Sullivan & Cromwell’s Healthcare and Life Sciences Group has negotiated complex transactions and resolved high-stakes disputes for almost three decades. Today, it possesses an unparalleled grasp of these sectors and a practical understanding of the commercial realities underlying them. We position our clients to succeed through it all.
The Firm represents international clients in the following healthcare sectors:
Pharmaceuticals and Life Sciences Medtech Health Insurers Healthcare Services
2 Legal expertise: Clients come to us An integrated, global team: for the high-quality counsel and hands-on We’re a core group of dedicated healthcare representation we offer across multiple advisers across our 13 offices on four legal specialties, to successfully execute continents with a strong track record of their most important deals and resolve the sector’s most significant transactions critical disputes. We can execute any type and litigation matters, supported by all of transaction in any economic climate or the resources of an integrated, global firm. geographic region. Our experience in this We’re grateful to our clients for trusting sector includes: us with their future, and we’ll continue to help them position themselves for growth M&A and success in this exciting and ever- Corporate finance changing industry. Intellectual property Executive compensation Tax Real estate Restructuring Litigation, criminal defense and investigations
3 Headline Healthcare and Life Sciences Transactions
2015 UnitedHealth pharmacy care business OptumRx’s $12.8 billion combination with Cyberonics $1.5 billion merger with Sorin Catamaran to create LivaNova
AbbVie $55 billion proposed acquisition of Synageva $8.4 billion acquisition Shire, later terminated by Alexion
Teva $40.5 billion acquisition of Bausch Health (formerly Valeant) $15.8 Allergan Generics billion acquisition of Salix
Concordia Healthcare $3.5 billion CVS $12.7 billion acquisition of Omnicare acquisition of Amdipharm Mercury
Dyax $5.9 billion acquisition by Shire Sprout Pharmaceuticals $1 billion acquisition by Bausch Health (formerly Valeant)
CONMED $265 million acquisition of SurgiQuest and $700 million secured credit Ferrosan in defending facilities to finance the acquisition patent infringement claims brought by Baxter Healthcare before the U.S. International Trade Commission 2016 Bayer $66 billion acquisition of Monsanto Stryker $2.8 billion acquisition of and related $9 billion divestitures; $57 billion Sage Products from Madison Dearborn syndicated bridge loan in connection with the acquisition, counsel to the borrower— the largest bridge loan in 2016; and in regulatory inquiries and congressional Impax Laboratories $586 million testimony related to the merger acquisition of generic products from Teva and affiliates of Allergan and $600 million of debt financing for its acquisition
Stemcentrx $9.8 billion acquisition by AbbVie Stryker in persuading the Supreme Court to set aside the Federal Circuit’s standard for enhanced damages in patent Philips acquisition of Wellcentive infringement cases
Aetna $13 billion SEC-registered offering of notes, counsel to underwriters
4 Headline Healthcare and Life Sciences Transactions 2017 Praxair $80 billion merger of equals Verily Life Sciences, an Alphabet company, with Linde and in regulatory inquiries related partnership with Temasek to the merger
Syneos Health $7.4 billion merger of Ares Management managed funds’ equals with inVentiv Health and in $1.45 billion strategic partnership with financing matters DuPage Medical Group
Philips acquisitions of Respiratory UnitedHealth in connection with Optum’s Technologies, Electrical Geodesics and The $4.3 billion acquisition of DaVita Medical Group Spectranetics Corporation
Micro Systems Engineering in Kite Pharma $11.9 billion acquisition obtaining a trial victory against Universal by Gilead Sciences Instruments in a case alleging copyright, trade secret and contractual claims
Impax Laboratories $5.5 billion merger with Amneal Pharmaceuticals AstraZeneca $2 billion SEC-registered offering of notes, counsel to the issuer 2018
UnitedHealth $2.8 billion acquisition of Empresas Banmédica Seattle Genetics $614 million acquisition of Cascadian Therapeutics
Syntimmune Apple Tree Partners as the majority shareholder in Syntimmune, Takeda Pharmaceutical, on U.S. in connection with Syntimmune’s acquisition by securities law, $62 billion acquisition of Shire Alexion Pharmaceuticals for up to $1.2 billion
CONMED $365 million acquisition of Buffalo Filter
Verily Life Sciences, an Alphabet 2019 company, $1 billion investment round, led by Silver Lake Merck KGaA $6.4 billion acquisition of Versum Materials Genomic Health $2.8 billion combination with Exact Sciences
Amgen $167 million acquisition of Nuevolution
Bayer $6.9 billion sale of its Animal Health business to Elanco Animal Health Amgen $13.4 billion acquisition of worldwide rights to Otezla® (apremilast) from Celgene Novartis acquisition of Corporation in connection with Celgene’s merger The Medicines Company, valuing the with Bristol-Myers Squibb company at approximately $9.7 billion 5 Pharmaceuticals and Life Sciences
AbbVie $55 billion acquisition of Shire (later withdrawn) Alcon and its independent directors $50.4 billion multistage acquisition by Novartis—first in Novartis’s purchase of Nestlé’s 77% interest in Alcon and then its subsequent acquisition of the remaining publicly held minority interest in the company Amgen $13.4 billion acquisition of worldwide rights to Otezla® (apremilast) from Celgene Corporation in connection with Celgene’s merger with Bristol-Myers Squibb $167 million acquisition of Nuevolution modified Dutch auction tender offer for up to $10 billion in value of shares of its common stock $10.5 billion acquisition of Onyx Pharmaceuticals, including on more than $8 billion of related finance matters AstraZeneca $2 billion SEC-registered offering of notes, counsel to the issuer $6 billion SEC-registered offering of notes, counsel to the underwriters
6 Bayer $6.9 billion sale of its Animal Health business to Elanco Animal Health $66 billion acquisition of Monsanto and in regulatory inquiries and congressional testimony related to the merger $57 billion syndicated bridge loan, counsel to the borrower The largest bridge loan in 2016 and the third-largest bridge loan of all time ; Winner Loans Deal of the Year – IFLR Europe $9 billion sale of selected crop science assets to BASF $7 billion guaranteed bonds offering pursuant to Rule 144A/ Reg S, 2014, counsel to the issuer $14.2 billion acquisition of the consumer care business of Merck
BeiGene $903 million global SEC-registered offering and second primary listing on the Hong Kong Stock Exchange, counsel to the selling shareholders
Biohaven $300 million registered offering of common shares, counsel to the issuer Concordia Healthcare $3.5 billion acquisition of Amdipharm Mercury Limited $1.2 billion acquisition of Covis Pharma and Covis Injectables $790 million unsecured high-yield note offering, counsel to the issuer
Deerfield Managementas senior secured lender, DIP lender and plan sponsor in the Chapter 11 cases of Melinta Therapeutics
Deerfield Managementand Athyrium Capital out of court restructuring of Pernix Therapeutics Dermapharm €376.7 million ($461.8 million) IPO pursuant to Rule 144A/Reg S and Frankfurt listing, German and U.S. counsel to the issuer
Dyax $5.9 billion acquisition by Shire Impax Laboratories $5.5 billion merger with Amneal Pharmaceuticals $586 million acquisition of generic products from Teva and affiliates of Allergan and $600 million of debt financing for its acquisition
Integra Lifesciences Corporation $3 billion of bank financing Kite Pharma $11.9 billion acquisition by Gilead Sciences Merck KGaA $6.4 billion acquisition of Versum Materials Novartis acquisition of The Medicines Company, valuing the company at approximately $9.7 billion Novo Nordisk in an antitrust class action relating to alleged overcharges for Prandin®, in which a highly favorable settlement was obtained after S&C filed a motion to dismiss
Oaktree Capital Management secured term loan and warrents to Oxford Biomedica PharmaSGP €127 million IPO; Germany’s first Prime Standard IPO of 2020 Praxair $80 billion merger of equals with Linde Seattle Genetics $614 million acquisition of Cascadian Therapeutics and related bridge financing Stemcentrx $9.8 billion acquisition by AbbVie Sprout Pharmaceuticals $1 billion acquisition by Bausch Health (formerly Valeant Pharmaceuticals) Synageva $8.4 billion acquisition by Alexion Pharmaceuticals Syntimmune Apple Tree Partners as majority shareholder in Syntimmune, in connection with Syntimmune’s acquisition by Alexion Pharmaceuticals for up to $1.2 billion
Takeda Pharmaceutical, on U.S. securities law, $62 billion acquisition of Shire Teva Pharmaceutical $40.5 billion acquisition of Allergan Generics $50.5 billion withdrawn unsolicited acquisition of Mylan 7 Medtech
8 Becton Dickinson $9.675 billion SEC-registered offering of notes $2.25 billion SEC-registered offering of depositary shares $782.73 million offering of notes $1.066 billion SEC-registered offering of notes $6.2 billion SEC-registered global notes offering, counsel to underwriters
CONMED $365 million acquisition of Buffalo Filter and $265 million acquisition of SurgiQuest and its related $700 million secured credit facilities to finance the acquisition
Cyberonics in its $1.5 billion merger with Sorin to create LivaNova Deerfield Management as senior secured creditor, DIP lender and plan sponsor in the Chapter 11 cases of Endologix
Ferrosan in defending patent infringement claims brought by Baxter Healthcare before the U.S. International Trade Commission. After the trial concluded, Ferrosan settled the matter for approximately the cost of further litigation.
Micro Systems Engineering in obtaining a trial victory against Universal Instruments Corp. in a case alleging copyright, trade secret and contractual claims. Following a six-day jury trial, the court granted MSEI’s motion for judgment as a matter of law. Philips acquisition of the Healthcare Information Systems business of Carestream Health Inc. $2 billion acquisition of The Spectranetics Corporation acquisition of Electrical Geodesics acquisition of Respiratory Technologies participation in a $45 million private placement by Corindus Vascular Robotics of its common stock acquisition of Wellcentive $1 billion acquisition of Volcano Corporation $1.191 billion offering of notes pursuant to Reg S
Philips Oral Healthcare in a putative class action suit brought against Philips Oral Healthcare alleging that certain Sonicare toothbrushes (made by Philips) suffer from a common and inherent defect that reduces their rate and cleaning efficacy over time
Siemens Healthineers €4.2 billion ($5.2 billion) Rule 144A/Reg S IPO and Frankfurt Stock Exchange listing, German and U.S. counsel to the underwriters Stryker Corporation $2.8 billion acquisition of Sage Products from Madison Dearborn $764 million acquisition of Trauson Holdings acquisition of Stanmore Implants Worldwide from SIW Holdings in persuading the Supreme Court to set aside the Federal Circuit’s standard for enhanced damages in patent infringement cases. The decision will significantly impact patent litigation by making it harder for willful infringers to escape paying higher damages.
Verily Life Sciences, an Alphabet company joint venture with Santen Pharmaceutical Co. $1 billion investment round, led by Silver Lake and including Ontario Teachers’ Pension Plan and other global investment management firms partnership with Temasek
9 Health Insurer
10 Aetna $1 billion SEC-registered offering of notes $13 billion SEC-registered offering of notes Two $750 million SEC-registered senior notes offering, counsel to underwriters CVS $12.7 billion acquisition of Omnicare $2.1 billion acquisition of Coram from Apria Healthcare Group 50/50 joint venture with Cardinal Health
Medco Health Solutions $29.1 billion merger with Express Scripts UnitedHealth $2.8 billion acquisition of Empresas Banmédica $4.9 billion acquisition of 90% of Amil Participações S.A. acquisition of XLHealth Corp In obtaining, and defending on appeal, dismissal of action on behalf of hedge funds seeking to accelerate $850 million of UnitedHealth’s notes. WellCare $1.2 billion SEC-registered senior notes offering $300 million SEC-registered high-yield notes offering $600 million SEC-registered high-yield notes offering, counsel to the issuer
Sullivan & Cromwell continues to earn its renown throughout the world as a law firm “ with a broad transactional practice, and a firm whose attorneys elegantly blend technical legal expertise with commercial sensibility.” IFLR1000
11 Healthcare Services
They’re among the best in pretty much everything. They’re great; responsive and timely.” “ CHAMBERS USA
12 Ares Management managed funds’ $1.45 billion strategic partnership with DuPage Medical Group Four Seasons Health Care shareholders in connection with its debt restructuring Genomic Health $2.8 billion combination with Exact Sciences Grupo Aúna Enfoca in connection with its portfolio company Grupo Aúna’s acquisition of Grupo Empresarial Las Américas LabCorp $6.1 billion acquisition of Covance Optum $4.3 billion acquisition of DaVita Medical Group Quality Care Properties agreement with HCR ManorCare to transition the ownership and leadership of HCR ManorCare, including its skilled nursing, assisted living, hospice and homecare businesses to QCP (later withdrawn)
Syneos Health $7.4 billion merger of equals with inVentiv Health and in financing matters and related litigation UnitedHealth its pharmacy care business OptumRx’s $12.8 billion combination with Catamaran Corporation Universal Medical Financial & Technical Advisory Services Company Limited $514 million offering of global shares and initial listing on the Hong Kong Stock Exchange $447 million global offering of shares and listing on the Hong Kong Stock Exchange counsel to the underwriters
13 Awards & Accolades
National Law Journal Healthcare Trailblazer: 2020 Frank Aquila
National Law Journal Healthcare Trailblazers: 2019 Keith Pagnani Krishna Veeraraghavan
Law360 Life Sciences Group of The Year: 2014, 2017
Law360 Life Sciences MVP: Matt Hurd, 2014, 2015, 2017, 2018, 2020 Krishna Veeraraghavan, 2015, 2016 Frank Aquila, 2013
The American Lawyer’s Dealmaker of the Year: Matt Hurd Bayer acquisition of Monsanto, 2017 Bayer acquisition of the consumer care business of Merck, 2015
The American Lawyer’s Dealmaker of the Week: Alison Ressler Bausch Health (formerly Valeant) acquisition of Salix, 2015 Keith Pagnani and Melissa Sawyer UnitedHealth subsidiary OptumRx’s combination with Catamaran, 2015 Matt Hurd and Krishna Veeraraghavan Synageva BioPharma acquisition by Alexion Pharmaceuticals, 2015 Joe Frumkin Teva acquisition of Allergan Generics, 2015
14 15 Practice Contacts
CO-HEADS HEALTHCARE & LIFE SCIENCES
Matthew G. Hurd Keith A. Pagnani +1 212 558 3122 +1 212 558 4397 [email protected] [email protected]
Mehdi Ansari Rita-Anne O’Neill +1 212 558 4314 +1 310 712 6698 [email protected] [email protected]
Francis J. Aquila Sarah P. Payne +1 212 558 4048 +1 650 461 5669 [email protected] [email protected]
Matthew B. Goodman Alison S. Ressler +1 212 558 4995 +1 310 712 6630 [email protected] [email protected]
Renata B. Hesse George J. Sampas +1 202 956 7575 +1 212 558 4945 [email protected] [email protected]
Steven L. Holley Melissa Sawyer +1 212 558 4737 +1 212 558 4243 [email protected] [email protected]
Eric Krautheimer Krishna Veeraraghavan +1 310 712 6678 +1 212 558 7931 [email protected] [email protected]
Nader A. Mousavi +1 650 461 5660 [email protected]
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