Benjamin P. Schaye Partner

425 Lexington Avenue New York, NY 10017 [email protected] Phone: +1-212-455-7866 Fax: +1-212-455-2502

Ben Schaye is a Partner in the Firm’s Corporate Department, PRACTICE FOCUS where his practice focuses on public and private mergers and acquisitions transactions, proxy contests and hostile takeover Mergers and Acquisitions defenses, spin-offs and strategic alliances and joint ventures. He Spin‐offs also advises boards on corporate governance matters, fiduciary Corporate duties and shareholder activism. Shareholder Activism Private Equity Selected transactions on which Ben has worked include: Corporate Governance Corporate – M&A Representation of Dell Technologies and Silver Lake Partners in a transaction to simplify Dell Technologies’ INDUSTRIES capital structure by eliminating its Class V tracking stock, which tracked the performance of VMware, Inc. Energy – Power and Renewables Healthcare Representation of Oaktree in its sale of approximately 62% Infrastructure of the Oaktree business to Brookfield Asset Management Real Estate REITs Representation of Apax Partners and its portfolio companies Technology in a myriad of initial and tack-on acquisitions, including those of Tosca Services, Authority Brands, Polymer Logistics, Monster Tree Service, Clockwork, Mosquito Squad, America’s Swimming Pool Company, Contraload and MyCase

Representation of Centerbridge in its acquisitions of Trimark and Acoustic and its sale of a controlling interest in Great Wolf Resorts

www.simpsonthacher.com 1 Representation of SunGard in its $9.1 billion sale to Fidelity National Information Services Inc., the world’s largest provider of banking and payments technology solutions and a global leader in consulting and outsourcing solutions

Representation of The Blackstone Group in the spin-off of its financial and strategic advisory services, restructuring and reorganization of advisory services, and acquisition of Park Hill fund placement businesses and the combination of those businesses with PJT Partners, an independent financial advisory firm founded by Paul J. Taubman

Representation of The Blackstone Group in its $5.4 billion acquisition of Gates Corporation, its $4.8 billion terminated acquisition of La Salle Hotel Properties, its $225 million acquisition of Accuvant, Inc., its participation in a $575 million equity investment in Blue Yonder and its acquisitions of International Market Centers and the Elara

Selected transactions on which Ben has worked prior to Simpson Thacher include:

Representation of AmerisourceBergen Corporation in its strategic relationship with Walgreens and Alliance Boots

Representation of IBM in its $440 million acquisition of DemandTec, Inc., its $1.7 billion acquisition of Netezza Corporation and its $480 million of Unica Corporation

Representation of Johnson & Johnson in the sale of its animal health unit to Eli Lilly & Co.

Representation of Pentair Corporation in its approximately $10 billion “Reverse Morris Trust” transaction with Tyco International Ltd.’s flow control business

Representation of Stanley Black & Decker, Inc. in its acquisition of Lista International’s North American business

Representation of Casey’s General Stores, Inc. in its successful defense against Alimentation Couche-Tard Inc.’s hostile takeover attempt

www.simpsonthacher.com 2 Ben received his A.B. from Princeton University in 2002 and his J.D. from Northwestern University School of Law in 2007. He is admitted to practice in New York.