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Michael Darby

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Michael Darby Michael S. Darby Partner Philadelphia | Cira Centre, 2929 Arch Street, Philadelphia, PA, United States of America 19104- 2808 T +1 215 994 2088 | F +1 215 994 2222 New York | Three Bryant Park, 1095 Avenue of the Americas, New York, NY, United States of America 10036-6797 T +1 646 731 6119 | F +1 212 698 3599 [email protected] Services Corporate > Mergers and Acquisitions > Permanent Capital > Corporate Governance > Corporate Finance and Capital Markets > Mike Darby’s practice focuses on mergers and acquisitions, capital markets transactions and other significant corporate matters. He also regularly counsels clients on securities law, disclosure matters, corporate governance and activist defense. Recent examples include advising Quest Diagnostics Incorporated in the US$760 million sale of its ownership interest in Q2 Solutions to IQVIA; Crown Holdings in the proposed €1.9 billion sale of its European tinplate business to KPS Capital Partners; Blackboard in the sale of its Transact business unit to Reverence Capital Partners; and B&G Foods in the sale of its Pirate’s Booty business to Hershey. Mr. Darby also has significant experience advising asset managers regarding the diversification of their businesses, including through permanent capital vehicles, such as business development companies. In addition, he advises on strategic transactions involving asset managers, as well as the broader financial services industry. Recent examples include advising Corporate Capital Trust in its listing on the New York Stock Exchange and merger with FS Investment Corporation to create the second largest publicly-traded business development company; BDCA in its acquisition of Siena Capital Finance; and Nicholas Financial in its acquisition of Metrolina Credit. Mr. Darby’s corporate clients span a broad range of industries, such as healthcare, energy, industrials and technology, and have included: Quest Diagnostics Incorporated, Crown Holdings, B&G Foods, Blackboard and US Ecology. His asset managers clients have included: KKR, H.I.G. Capital, AllianceBernstein, GoldenTree and Hercules Capital. EXPERIENCE Consumer and Retail B&G Foods, Inc. in connection with: US$420 million sale of its Pirate Brands business to The Hershey Company; US$365 million acquisition of the spices and seasonings business of ACH Food Companies, Inc.; US$162.5 million acquisition of Back to Nature Foods Company, L.L.C.; US$80 million acquisition of Clabber Girl Corporation; US$70 million acquisition of Victoria Fine Foods Holding Company; US$32 million acquisition of the McCann's brand of premium Irish oatmeal; Acquisition of Farmwise LLC; and Various registered debt and equity offerings. Clarion Capital Partners in its sale of Lenox Corp. to Centre Lane Partners. Underwriters in connection with the US$92 million initial public offering of Boot Barn Holdings, Inc., a portfolio company of private equity sponsor Freeman Spogli & Co. Underwriters in connection with a US$500 million registered senior debt offering and a €650 million registered senior debt offering of Expedia, Inc. Financial Institutions and Business Development Companies The special committee of the board of directors of Delphi Financial Group, Inc. in connection with its approximately US$2.7 billion acquisition by Tokio Marine Holdings, Inc. Douglass Winthrop Advisors in connection with a minority investment from Kudu Investment Management. Business Development Corporation of America in connection with its acquisition of a controlling interest in Siena Capital Finance LLC from Solaia Capital Advisors LLC. Hercules Capital, Inc. in connection with its US$125 million acquisition of venture lending portfolio assets from Ares Capital Corporation. Nicholas Financial, Inc. in connection with its acquisition of Metrolina Credit Company. Kohlberg Kravis Roberts & Co. in connection with various investments. Corporate Capital Trust, Inc., a business development company advised by a partnership between FS Investments and KKR Credit, in connection with the listing of its shares on the NYSE, and its merger with FS Investment Corporation to create the second largest publicly-traded business development company, as well as general corporate matters. Corporate Capital Trust II, a business development company advised by a partnership between FS Investments and KKR Credit, in connection with its multi- billion dollar continuous equity offering and general corporate matters. WhiteHorse Finance, Inc., a business development company advised by an affiliate of H.I.G. Capital, L.L.C., in connection with capital markets transactions and general corporate matters. AB Private Credit Investors Corporation, a business development company advised by an affiliate of AllianceBernstein L.P., in connection with capital markets transactions and general corporate matters. GoldenTree Asset Management in connection with its role as sub-adviser to FS Credit Income Fund. Energy and Natural Resources The Williams Companies, Inc. in connection with its proposed combination with Energy Transfer Equity, L.P. in a transaction valued at approximately US$38 billion. Underwriters in connection with a US$3.0 billion registered high-yield senior debt offering of, and concurrent senior notes tender offer by, Chesapeake Energy Corporation. Initial purchasers in connection with a US$500 million 144A/Reg. S high-yield senior debt offering of, and concurrent senior notes tender offer by, Ocean Rig UDW Inc. Industrials US Ecology, Inc. in connection with its US$966 million merger with NRC Group Holdings Corp. Crown Holdings, Inc. in connection with: the proposed €1.9 billion sale of its European tinplate business to KPS Capital Partners; and its approximately US$3.9 billion acquisition of Signode Industrial Group Holdings (Bermuda) Ltd. from The Carlyle Group. Hertz Global Holdings, Inc. in connection with its approximately US$2.3 billion acquisition of Dollar Thrifty Automotive Group, Inc. Olin Corporation in connection with its approximately US$328 million acquisition of K. A. Steel Chemicals, Inc. Crown Castle International Corp. in connection with various matters, including a US$1 billion offering of senior secured notes. Underwriters in connection with a US$1.025 billion registered senior debt offering and a €700 million Reg. S debt offering of Albemarle Corporation to finance its acquisition of Rockwood Holdings, Inc. Initial purchasers in connection with a US$250 million 144A/Reg. S high-yield senior debt offering of Affinia Group Inc., a portfolio company of private equity sponsor Cypress Group L.L.C. Underwriters in connection with a US$400 million registered high-yield senior debt offering of American Axle & Manufacturing, Inc. Technology IBM in connection with several acquisitions. Rocket Software in connection with a US$2 billion investment by Bain Capital Private Equity. Blackboard Inc., an affiliate of Providence Equity Partners, in connection with its approximately US$260 million acquisition of Higher One Holdings, Inc. and the sale of its Transact business unit to Reverence Capital Partners. Affiliates of GIC in its acquisition of a substantial equity stake (along with Silver Lake Partners) in Ancestry.com. Health Quest Diagnostics Incorporated in connection with: the US$760 million sale of its ownership interest in Q2 Solutions to IQVIA; its acquisition of select assets which constitute substantially all the operations of Memorial Hermann Diagnostic Laboratories, the outreach laboratory division of Memorial Hermann Health System; and its acquisition of the outreach laboratory services business of Mercy, one of the nation’s most highly integrated, multi-state health care systems. One Equity Partners in connection with its acquisition of Ernest Health Holdings from Guiding Health Management Group and Medical Properties Trust, and the related acquisition of several additional rehabilitation hospitals and greenfield hospitals under development from Vibra Healthcare on behalf of Ernest Health. Evolent Health, Inc. in connection with its US$225 million initial public offering and related reorganization to implement an Up C structure. Initial purchasers in connection with a US$250 million 144A/Reg. S high-yield senior debt offering and underwriters in connection with a US$268 million registered secondary offering of common stock of Surgical Care Affiliates, Inc., a portfolio company of private equity sponsor TPG. Includes matters handled at Dechert or prior to joining the firm. EDUCATION University of Delaware, B.S., Civil Engineering, 2005 Harvard Law School, J.D., 2010 ADMISSIONS Pennsylvania New York CLERKSHIPS Delaware Supreme Court, Honorable Henry duPont Ridgely.
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