Mergers and Acquisitions In recent years, we have handled 500 completed mergers and Contacts acquisitions, with an aggregate value of more than $500 billion. Catherine J. Dargan [email protected] We represent Global 100 companies, private equity firms and +1 202 662 5567 investment banks as well as venture-backed companies in public J. D. Weinberg and private transactions worldwide, including public acquisitions and [email protected] divestitures, “going private” transactions, proxy contests and +1 212 841 1037 unsolicited bids, spin-offs, acquisitions and divestitures of venture- backed and other private companies, private equity transactions, Gregor Frizzell [email protected] joint ventures, cross-border acquisitions, divestitures, and post- +44 20 7067 2055 merger integration.

Covington’s approach to M&A combines our corporate expertise with our deep understanding of regulated industries and our commercial approach. This combination enables our clients to structure their transactions most advantageously and with a view towards meeting their legal and business objectives.

Our M&A experience covers a range of industry sectors, in particular life sciences and healthcare, sports, financial institutions, energy (including clean tech and renewable energy), aerospace, defense and national security, industrials, hospitality and leisure, media, Internet, telecommunications, and technology.

Each client has access to Covington’s full resources, including industry expertise and substantive due diligence areas such as intellectual property, antitrust, environmental, employee benefits, and tax with lawyers experienced in M&A processes and time demands. Representative Matters Government Contractor Acquisition Advise government contractor regarding acquisition of another government contract with significant environmental-related contracts. Employment aspects of life sciences-sector acquisition Advised Consort Medical plc on employment and benefits issues arising from its £230 million acquisition of Aesica Holdco Ltd. Electronic Arts in Acquisition of 19.9% Stake in Ubisoft Entertainment Electronic Arts in its acquisition of a 19.9% stake in French game company Ubisoft Entertainment, in a transaction requiring the participation of multiple Covington offices on various corporate, antitrust and international issues. Employment advice to AstraZeneca in major acquisition Provided international employment law advice to AstraZeneca in relation to its acquisition of Bristol-Myers Squibb’s interests in the companies’ global diabetes alliance across 40 jurisdictions. Employment aspects of acquisition for luxury brand Advised Giorgio Armani S.p.A. on employment and benefits aspects of the acquisition of its retail and wholesale UK business from Club 21. HaloIPT Acquisition by Qualcomm HaloIPT, a leading provider of wireless charging technology for electric road vehicles, in the acquisition of all its technology and assets by Qualcomm Incorporated. Kamylon Sale of Wheel Manufacturing Assets Represented Kamylon Capital and its portfolio company, Forgitron Technologies LLC, in the sale of substantially all of Forgitron’s assets to Accuride Corporation. JLG in Merger of Heavy-Duty Commercial Vehicle Companies Represented JLG in its $3.2 billion merger with Oshkosh Truck. Hydroelectric Facilities Potential Acquisition An independent power producer on potential acquisition of hydroelectric facilities. Joy Global Acquisition of Heavy Construction Equipment Manufacturer Represented Joy Global Inc. in its $1.1 billion acquisition of LeTourneau Technologies from Rowan Companies, Inc. and the subsequent $375 million sale of LeTourneau's drilling systems business to Cameron International. Launch of LA Dodgers Regional Sports Network Represented Time Warner Cable Inc. in a joint venture with the Los Angeles Dodgers to create a regional sports network that now carries the team’s games and in connection with the related distribution and license agreements. Obtained U.S. Government National Security Approval for Semiconductor Clients Representation of clients in the semiconductor industry in securing U.S. government national security approvals for investments and acquisitions, including e2v Technologies’ acquisition of QP Semiconductor. Ovonic Battery IP and Litigation Matters Related to Joint Venture with Chevron Ovonic Battery Company in intellectual property and litigation matters pertaining to Cobasys, a joint venture with Chevron to develop, license, and manufacture NiMH batteries for transportation and stationary storage applications. OEP Acquisition of Packaging Company Represented One Equity Partners (OEP), the private equity fund, in connection with the acquisition of a minority interest in Grupo Phoenix, a consumer goods packaging company with operations in Colombia, Venezuela, Mexico and the United States. Verscend’s Combination with Cotiviti Represented Verscend Technologies during its $4.9 billion acquisition of Cotiviti and subsequent rebranding as Cotiviti. We handled government contracts matters for Verscend. Alion's Acquisition of MacAulay-Brown Represented Alion Science and Technology during its acquisition of MacAulay-Brown. We handled government contracts, national security, cybersecurity, trade controls, and anticorruption matters for Alion. Outbound mergers and acquisitions Representing a very large Korea multinational company in its acquisition of an IT company located in North America. OptiSolar Sale to First Solar OptiSolar Inc. in the sale its project development business to First Solar, Inc. in an all-stock transaction valued at approximately $400 million. Vencore and KeyPoint’s Combination to Form Perspecta Represented government contractors Vencore and KeyPoint Government Solutions and their private equity owner Veritas Capital in their combination with the U.S. Public Sector business of DXC Technology to form Perspecta. We handled government contracts matters for Vencore, KeyPoint, and Veritas. Pandora Media, Inc. in its acquisition of Next Big Sound, Inc. Represented Pandora Media, Inc. in its acquisition of Next Big Sound, Inc., Various Collaborations Represent a number of multinational companies in various industries on the tax aspects of collaboration agreements. Verscend’s Acquisition of a GDIT Business Represented Verscend Technologies in its acquisition of General Dynamics IT’s commercial health insurance payer-focused products. We handled government contracts matters for Verscend. Pepco Holding's Conectiv Energy Sale Represent Pepco Holdings, Inc. on the negotiation and sale of its 3800 MW Conectiv Energy wholesale power generation business to Calpine Corporation, including securing the necessary FERC approval under the Federal Power Act. Advising E.ON on the Sale of Various Entities Advising E.ON on the sale of various entities (Carve Outs) in terms of the split and transition of IT systems (hardware and software) and databases. U.S./UK employment contract Advised on employment and variable compensation aspects of dual US/UK employment contract for senior executive of FTSE 100 company. Alion's Sale of Naval Systems Unit to Serco Represented Alion Science and Technology as regulatory counsel in its sale of its naval services unit to Serco Inc. We handled government contracts, national security, CFIUS, and trade controls matters for Alion. Pepco Holdings in its $6.83 billion sale Advised Pepco Holdings in its $6.83 billion sale to Exelon Corp. Allergan Acquisition of Aesthetics Biopharmaceuticals Company Represented Allergan in its $2.1 billion acquisition of KYTHERA Biopharmaceuticals, Inc. Grupo Mabe in Cross-Border Sale Represented Grupo P.I. Mabe, the leading producer of hygienic products in Mexico, in its $425 million sale to Ontex Group NV, a publicly listed company based in Belgium. Altice Cross-Border Telecoms Acquisition Represented Altice in its $9.1 billion acquisition of Suddenlink. HP Enterprise's Acquisition of Cray Represented Hewlett Packard Enterprise in its $1.3 billion acquisition of Cray, a supercomputer manufacturer. We handled government contracts, intellectual property, technology transactions, trade controls, data privacy, anti-corruption, and employment matters for HP Enterprise. Aristocrat Leisure in Casino Gaming Technology Acquisition Represented Aristocrat Leisure Limited in its $1.28 billion acquisition of Video Gaming Technologies, Inc. Altice’s $9.1 Billion Suddenlink Acquisition Representation of European telecommunications company Altice S.A. (Euronext ATC) in a $9.1 billion deal to acquire a controlling stake in Suddenlink, a top ten cable operator in the U.S. Cambium's Acquisition of AIR Assessment Represented Cambium Learning Group during its acquisition of the student assessment division of the American Institutes for Research. We handled government contracts and other regulatory matters for Cambium. Vivint Solar Acquisition by SunEdison Morgan Stanley as financial advisor to Vivint Solar, Inc. in its $2.2 billion acquisition by SunEdison, Inc. Tribune Company $2.73 Billion Acquisition of Local TV Holdings Served as communications regulatory counsel to Tribune Company in its $2.73 billion acquisition of Local TV Holdings, LLC. CPI's Acquisition of GD SATCOM Represented Communications & Power Industries (CPI) during its acquisition of the satellite communications antenna business of General Dynamics. We handled government contracts and communications regulatory matters for CPI. Representation of Baltic Oil Terminals plc in a $10.8 Billion Acquisition Advised Baltic Oil Terminals plc, an oil and gas infrastructure business with operations in Russia, on its $10.8 million acquisition of Petroval Bunker International B.V., a fuel oil storage business based in Rotterdam, and on a placing to fund the consideration for the acquisition. Representation of an Individual in Multiple Georgian Telecommunications Transactions Represented Dr. George Jokhtaberidze in connection with various transactions and shareholder arrangements relating to his 51 percent ownership interest in leading Georgian telecommunications company Magticom Ltd. Representation of a Russian Media Company in a Disposition Represented Media-Most, a company founded by Russian businessman Vladimir Gusinski, in the sale of its interests in the NTV broadcasting group to Gazprom. Snow Phipps’ Creation of Acentia Represented private equity firm Snow Phipps during its creation of IT services contractor Acentia, starting with the acquisition of ITSolutions and following with the add-ons of NetStar-1 and 2020 Company. We handled all aspects of these transactions. Tower Three’s Acquisition of NTS Represented private equity firm Tower Three Partners during its acquisition of NTS, a regional provider of broadband and other communications services in Texas. We handled communications, government contracts, and federal assistance matters for Tower Three. Magellan’s Acquisition of AFSC Represented Magellan Health during its $117.5 million acquisition of Armed Forces Services Corporation (AFSC), a provider of behavioral health and specialty services to the Department of Defense and other U.S. government agencies. We handled government contracts and national security matters for Magellan. Honeywell’s Sale of HTSI to KBR Represented Honeywell International during the sale of Honeywell Technology Solutions, Inc. (HTSI), a leading professional, technical, and mission support services contractor, to KBR for $266 million. We handled government contracts matters for Honeywell. Veritas Capital’s Creation of Peraton Represented private equity firm Veritas Capital during its $690 million acquisition of Harris Corporation’s government IT services business, now known as Peraton. We handled government contracts and national security matters for Veritas Capital. Representation of De Persgroep Acted for De Persgroep as a complaining third party in the Mediahuis merger. The case was unprecedented as it resulted in a 3 to 2 merger in the newspaper sector. The merger was conditionally cleared by the new Belgian competition authority. Conversational Assistants Represented a client on data privacy and security issues raised in connection with its acquisition of a voice and chat assistant conversational AI company. Representation of a Steel Manufacturer in its Acquisition by a Foreign Mining Company Represented Oregon Steel Mills in its acquisition by Evraz, a steel and mining company with operations in Russia, Ukraine, and Kazakhstan. Elbit Systems of America Acquisition Represented Elbit Systems of America in its $350 million acquisition of Harris Night Vision. Aristocrat Acquisition of Video Gaming Technologies, Inc. Represented Aristocrat Leisure Limited in its $1.28 billion acquisition of Video Gaming Technologies, Inc. Advising Private Equity Investor Advising Private Equity Investor on the intended acquisition of global IT service provider. Antitrust Aspects of XTO Energy Acquisition ExxonMobil Corp. on antitrust aspects of its acquisition of XTO Energy, Inc. Calpine Acquisitions Calpine and its subsidiaries in a $600 million acquisition of SkyGen Energy, and a $450 million acquisition of Cogeneration Corporation of America, each a developer, owner, and operator of independent power projects. Barrington Broadcasting's Arrangement with Granite Broadcasting Barrington Broadcasting in a novel four-station shared services/joint- sales arrangement with Granite Broadcasting for coordinated television station operations in two markets. BBVA in Acquisition of Simple Representation of Banco Bilbao Vizcaya Argentaria, an international financial group based in Spain, in its acquisition of financial technology company Simple. The $117 million acquisition is part of BBVA's strategy to lead the technology-driven change that is transforming the financial services industry. According to Francisco González, Chairman and CEO of BBVA, Simple will reinforce BBVA’s “global digital transformation while BBVA will provide the means to help Simple maximize its outstanding growth potential.” Advised BenevolentAI on its $90 million Equity Investment from Temasek Advised BenevolentAI, which creates and applies AI and machine learning to transform the way medicines are discovered and developed, on its $90 million equity investment from Temasek, a Singapore-headquartered investment company. China Medical Device Acquisition Due Diligence Conducting due diligence on China device regulatory matters for a large multinational device company’s acquisition of a large Chinese device company. China Investment Corporations Acquisition of Interest in AES Corporation Represent China Investment Corporation (CIC) in securing the necessary FERC and New York PSC approvals for its purchase of a 15 percent interest in AES Corporation. Check Point Software Technologies' Acquisition of NFR Security Representation of Check Point Software Technologies in its acquisition of NFR Security and proposed acquisition of Sourcefire. UCB in Meizler Biopharma Majority Interest Acquisition UCB S.A. in the acquisition of a majority interest in Meizler Biopharma, S.A., a Brazilian pharmaceutical company that commercializes a portfolio of in-licensed specialty products. Kerr-McGee Acquisition Represented Kerr-McGee Corporation in its $18 billion sale to Anadarko Corporation. Client with Obtaining UK Merger Clearance Representation of a client in connection with obtaining UK merger clearance for the sale of a UK cable business. ChemGen Corp. Merger with Eli Lilly Advise ChemGen in its merger agreement with Eli Lilly. The client became a wholly-owned subsidiary of Eli Lilly and an operating unit of Elanco, the animal health division of Eli Lilly. Community Bank Acquisitions by Simmons First National Represented Simmons First National Corporation in a number of transactions, including in its $206.9 million acquisition of Liberty Bancshares, $243.4 million acquisition of Community First Bancshares, Inc., and $66 million acquisition of Delta Trust & Bank Corporation. Client in EU Opposing Merger of Two, U.S.-Based Telecom Service Providers Representation of a client in the EU opposing the merger of two, U.S.-based global telecom service providers -- a matter that involved complex issues under EU competition law. Represented Weyerhaeuser Company on $2.7 billion distribution and merger Advised Weyerhaeuser Company on the U.S. tax aspects of its $2.7 billion distribution of its home building business and merger of that business with Tri Point. Provided all U.S. tax advice including structuring, negotiating and drafting agreements and disclosures. Represented Weyerhaeuser Company on $2.65 billion acquisition and integration Represented Weyerhaeuser Company on the $2.65 billion acquisition and subsequent integration of an LLC that held a controlling interest in another timber REIT, including multiple associated stock and debt issuances totaling over $2 billion by Weyerhaeuser and subsequent integration of operations. Tax advice included structuring, negotiating and drafting agreements, and disclosure. U.S. tax issues included REIT qualification, tax basis step-up, and tax consequences for non-U.S. shareholders of the target. Privacy and security provisions in contracts Advised major airline in relation to data ownership, privacy and security provisions in sales and distribution agreements with online travel agencies and global distribution systems. Privacy-related issues in connection with an acquisition Drafted privacy-related provisions for use in data processing and outsourcing arrangements and advised on state and tort-based employee privacy laws in connection with a proposed acquisition. Procter & Gamble Sale of Pharma Business Represented Procter & Gamble in the $3.1 billion sale of its global pharmaceuticals business to Warner Chilcott. Privatization of municipal assets Represented the trustee for the City of Harrisburg, Pennsylvania as part out the workout of its debt crisis to monetize and transfer certain city assets to the private sector to help satisfy the city’s debt obligations. Pepco Sale of Electric Generation Assets Represented Pepco Holdings in its $1.7 billion sale of electric generation assets to Calpine Corporation. SRI's Sale to Peraton Represented Strategic Resources International (SRI) during its sale to Peraton. We handled all aspects of this transaction for SRI. Residential Solar Division Sale to groSolar Borrego Solar Systems Inc. in connection with the sale of its residential solar division to groSolar Inc. Microsoft in Negotiating Reseller Agreements for Interactive Voice Recognition Cloud Services Representation of Microsoft in negotiating reseller agreements for interactive voice recognition cloud services between Microsoft subsidiary Tellme and various partners, initially Juma Technology Company and its subsidiary Nectar Services Corp. Aristocrat Leisure Ltd. Transactions Covington advised Aristocrat Leisure Ltd. in its $1.3 billion acquisition of Video Games Technology Inc. (VGT) and in its $990 million acquisition of Big Fish Games, Inc. Covington regularly advises Aristocrat on antitrust transactional and other matters. Joy Global Transactions Advised Joy Global in connection with several transactions, including its acquisition of LeTourneau Technologies from Rowan Companies and its sale of LeTourneau’s drilling systems and offshore products businesses to Cameron International. Ameron International Antitrust Clearance Represented oilfield services company Ameron International in obtaining antitrust clearance for its acquisition by National Oilwell Varco. Electronic Arts in its Acquisition of 19.9% Stake in Ubisoft Entertainment Representation of Electronic Arts in its acquisition of a 19.9% stake in French game company Ubisoft Entertainment, in a transaction requiring the participation of multiple Covington offices on various corporate, antitrust and international issues. TouchTunes in Acquisition of White Rabbit Game Studio, LLC Represent TouchTunes, the biggest jukebox manufacturer, in a $9.3 million acquisition of White Rabbit Game Studio, LLC. The Walt Disney Company in CrossBorder Acquisition Represented The Walt Disney Company in its $455 million acquisition of India's UTV Software Communications Limited, an integrated media and entertainment company involved in broadcasting, motion pictures, games content, interactive, and television content. Telular in Going Private Transaction Represented Telular Corporation in its $253 million acquisition by Avista Capital Partners. U.S. Appeals Court Shoots Down FCC Merger-Review Disclosure Order Successful representation of CBS Corporation, The Walt Disney Company, Twenty-First Century Fox, Inc., Scripps Networks Interactive Inc., Time Warner Inc., Univision Communications Inc., and Viacom Inc. Borrego Solar Systems, Inc. against the Federal Communications Commission (FCC) in connection with the disclosure of programming contracts with pay-TV providers as part of the FCC’s review of pending cable and satellite mergers. Utility Privatization for the Military Represented contractors in negotiating and administering contracts to design, build, finance, own, and operate energy and water and wastewater facilities on U.S. military bases, leaving the military to perform its core functions. Veritas Capital’s Investment in Alion Science & Technology Represented private equity firm Veritas Capital during its acquisition of Alion Science & Technology Corporation, a leading provider of engineering services to the Department of Defense. We handled government contracts, trade controls, and national industrial security due diligence. Charlesbank in Acquisition of OTC Consumer Products Brands Represented Charlesbank Capital Partners in the formation of Blacksmith Brands and its acquisition of five OTC consumer products brands, Efferdent, Effergrip, Luden’s, Nasalcrom and PediaCare, from McNEIL-PPC and subsequent $190 million sale of Blacksmith Brands to Prestige Brands Holdings, Inc. ChemTrade in Cross-Border Acquisition Represented Chemtrade Logistics Income Fund in its $860 million acquisition of General Chemical Holding Co. BCD Semiconductor Manufacturer Acquisition Represented BCD Semiconductor Manufacturing Limited in its $151 million acquisition by Diodes, Inc. BBVA in Fintech Acquisition Represented BBVA in its $114 million acquisition of Simple Technology Finance Corp. Atlas Pipeline Merger Represented The Special Conflicts Committee of the Board of Directors of Atlas Pipeline Partners, L.P. in its $5.8 billion merger with Targa Resource Partners LP. Pohlad Family’s Acquisition of PaR Systems Represented the Minnesota-based Pohlad family during its acquisition of PaR Systems, a leading provider of integrated robotic automation and specialized material handling solutions. We handled government contracts matters for the Pohlad family. Banorte Acquisition Creates Mexico’s Largest Pension Fund Represented Grupo Financiero Banorte, the Mexican financial group, and its affiliate Afore XXI Banorte in the $1.6 billion acquisition of Afore Bancomer from Banco Bilbao Vizcaya Argentaria to create Mexico’s largest pension fund. Contech Engineered Solutions in Acquisition of Stormwater Biofiltration Business Represented Contech Engineered Solutions in its acquisition of Filterra Bioretention Systems from Americast, Inc. HAECO's Acquisition of TIMCO Aviation Represented Hong Kong Aircraft and Engineering Co. (HAECO) during its $388.8 million acquisition of TIMCO Aviation, a global provider of aviation maintenance, repair, and overhaul services. We handled CFIUS and government contracts matters for HAECO. Grupo Sura in Peruvian Pension Fund Acquisition Represented Grupo Suramericana de Inversiones, through its subsidiary AFP Integra, together with Profuturo AFP S.A., the Peruvian pension fund manager of Scotiabank, in their $516 million acquisition of AFP Horizonte, the Peruvian pension fund manager, from Banco Bilbao Vizcaya Argentaria. Acquisition of Unilever’s Global Prestige Fragrance Business Represented Coty, Inc. in its $800 million acquisition of Unilever’s global prestige fragrance business. Acquisition of Leading Pharmaceutical Contract Development and Manufacturing Company Represented Consort Medical plc on its £230 million acquisition, of Aesica Holdco Limited and its operating subsidiaries from Silverfleet Capital and management shareholders. HaloIPT Wireless Charging Technology Acquisition Represented HaloIPT, a leading provider of wireless charging technology for electric road vehicles, in Qualcomm’s acquisition of its assets and technology. Acquisition of Commercial Rights to Pelé Brand Represented Kayne Anderson Capital Advisors in connection with the acquisition of commercial rights to Pelé’s name and likeness. Advise Software Company in Leveraged Buyout Transaction Representation of Fairfield Language Learning, the developer of Rosetta Stone software, in a leveraged buyout transaction by ABS Capital and Norwest Equity Partners. Acquisition of Fashion Retailer Club 21 Represented Giorgio Armani in its acquisition of the retail and wholesale business from long-term retail partner Club 21. WSFS Acquisition in Wyoming Represented WSFS Financial Corporation in its acquisition of First Wyoming Financial Corporation. Veritas Capital’s Investment in SolAero Technologies Corp. Represented private equity firm Veritas Capital as regulatory counsel during its acquisition of EMCORE’s Space Photovoltaics business, and represented the business, which is now known as SolAero Technologies Corp., during its subsequent acquisitions of Alliance Spacesystems and Vanguard Space Technologies. We handled government contracts, trade controls, anti-corruption, and other regulatory due diligence, and also assisted with contract novations. Blockchain Asset Acquisition Advising a financial services company in connection with its acquisition of blockchain assets. Qualcomm/CSR Transaction Representation of Qualcomm in connection with its acquisition of CSR plc, with filings in China, Germany, Japan, Korea and Taiwan. AstraZeneca Transactions Representation of AstraZeneca in relation to the creation of a $3.4 billion diabetes joint venture with BMS, and the subsequent acquisition of sole control over that venture; in its acquisition of the rights to Almirall’s respiratory franchise (for initial consideration of $875 million and up to $1.22 billion in development, launch and sales-related milestones); assisting in the acquisition of the Takeda respiratory portfolio; and in relation to the creation of an oncology joint venture with Fujifilm Kyowa Kirin Biologics (FKB). Expedia/Orbitz Transaction Secured a significant victory for Expedia (and consumers) in its $1.3 billion acquisition of Orbitz. The DOJ closed its “second request” investigation without taking any enforcement action. Verizon Communications Transactions Representation of Verizon Communications in several transactions, including its $3.89 billion acquisition of AOL. Also advised the company in connection with its purchase of UK-based Vodafone’s 45 percent ownership of Verizon Wireless, as well as Vodafone’s purchase of Verizon’s interest in Vodafone Italy, which was valued at $124.1 billion. Altice Transactions Representation of Altice N.V., in its $18 billion acquisition of Cablevision Systems Corp. and its $9.1 billion acquisition of Suddenlink. China National Tire & Rubber Co. Transactions Representation of China National Tire & Rubber Co., in its $7.7 billion acquisition of Pirelli. Chemtrade Logistics Inc. Merger Review Clearance Representation of Chemtrade Logistics Inc. in obtaining merger review clearance for its $860 million acquisition of General Chemical Corp. Newport Television Transactions Advised Newport Television LLC in connection with the sale of broadcast television stations to Sinclair Broadcasting, Nexstar Broadcasting, and Cox Media Group. Golden State Warriors Sale Represented Christopher Cohan in his $450 million sale of the Golden State Warriors NBA franchise. $1.6 billion Acquisition Creates Mexico’s Largest Pension Fund Represented Grupo Financiero Banorte, the Mexican financial group, and its affiliate Afore XXI Banorte in the $1.6 billion acquisition of Afore Bancomer from Banco Bilbao Vizcaya Argentaria to create Mexico’s largest pension fund. Advising on the Sale of Shares in a Joint Venture Advising ZF Friedrichshafen on the sale of its shares in the joint venture with Bosch, including split and transition of IT systems. Simmons First National Acquisitions Represented Simmons First National Corporation in a number of transactions, including in its $206.9 million acquisition of Liberty Bancshares, $243.4 million acquisition of Community First Bancshares, Inc., and $66 million acquisition of Delta Trust & Bank Corporation. Tencent in $8.6 Billion Acquisition of Clash of Clans Developer Represented Tencent Holdings Limited in its $8.6 billion acquisition of a majority stake in Supercell Oy, developer of Clash of Clans, Clash Royale, Boom Beach and Hay Day, from SoftBank. Spin-Off of Hanesbrands Inc. Represented Hanesbrands Inc. in its $2.4 billion spin-off from Sara Lee, Inc. and listing on the NYSE. GHL in Acquisition of Voice and Data Mobile Satellite Services Provider Represented GHL Acquisition in its $591 million acquisition of Iridium Holdings. Mexichem in Netafim Stake Acquisition Mexichem, S.A.B. de C.V. on its $1.8 billion acquisition of an 80 percent stake in Netafim Ltd. Argentinian Payments Company on Sale with Enterprise Value of $1.42B Prisma Medios de Pago, Argentina’s leading payments company, in its sale of a controlling stake to Advent International and related joint venture arrangements. This transaction valued the company at U.S. $1.42 billion and was included in The American Lawyer’s 2020 “Dealmakers of the Year.” Financing of a Cleared Contractor Advised a publicly-traded investment company on government contracts and national industrial security matters related to a debt financing arrangement involving a contractor with significant classified operations. Acquisition of Bank Holding Company in Wyoming Represented WSFS Financial Corporation in its acquisition of First Wyoming Financial Corporation. Acquisition of A123 Systems by Wanxiang America Advised Wanxiang America’s purchase of substantially all of the non- government business assets of U.S. battery maker A123 Systems, Inc. On Jan. 28, 2013, CFIUS approved that transaction, valued at $256.6 million. Covington represented Wanxiang America in securing CFIUS approval. A123 makes lithium ion batteries for electric cars. Acquisition for global fashion brand Advised Giorgio Armani Group on the acquisition of its retail and wholesale business from long-term retail partner Club 21. The transaction involved the acquisition of a significant premium real estate portfolio. Peraton's Acquisition of Solers Represented Peraton as regulatory counsel in its acquisition of Solers, Inc., a software development and systems integration provider. We handled government contracts, national security, and cybersecurity matters for Peraton. KKR and Texas Pacific Group Acquisition of TXU Corp. KKR and Texas Pacific Group in securing the necessary FERC and NRC approvals for the successful acquisition of TXU Corp. for $45 billion. We also provided counsel on energy regulatory, renewable energy development, climate change, government affairs, and public policy matters. Advised UK-headquartered Software Developer Advised founders of a UK-headquartered developer of software for the creative arts industry in its sale to a U.S.-based diversified technology company. Investcorp on Acquisition of HR Software Provider Represented Investcorp Technology Partners on its acquisition of Berlin-based Softgarden, a human resources software provider. Indian Energy Limited Takeover Represented Indian Energy Limited, an independent power producer operating wind farms in India, in a recommended all-share takeover by Infrastructure India plc. AstraZeneca Acquisition of Diabetes Products Represented AstraZeneca in its $4.3 billion acquisition of its diabetes collaboration from Bristol Myers Squibb. Representation of a Lending Company in Its Acquisition by a Russian Private Equity Firm Advised Prosper Marketplace, Inc., a peer-to-peer lending company based in the United States, in connection with a preferred stock investment by Phenomen Ventures, a Russian private equity firm founded by Dmitry Falkovich. Abbott Laboratories de-merger We represented Abbott Laboratories in connection with its global spin-off of its pharmaceutical research business, and creation of a new global enterprise, AbbVie. Acquisitions and Sales of Pharmaceutical Manufacturing Facilities Advise multiple pharmaceutical manufacturers and developers regarding acquisitions and sales of manufacturing facilities. Acquisition of U.S. Telecommunications Company Advise European telecommunications company regarding acquisition of US telecommunications company. Acquisition of the New Orleans Hornets Represented Tom Benson, owner of the New Orleans Saints, in his acquisition of the New Orleans Hornets NBA franchise. Bacardi Transaction Covington advised Bacardi Limited in its definitive agreement to acquire Patrón Spirits International AG and its PATRÓN® brand, the world’s top-selling ultra-premium tequila, from John Paul DeJoria, a founder of Patrón. The transaction reflects an enterprise value for Patrón of $5.1 billion. SafeNet’s Sale of its Government Business to Raytheon Represented data security firm SafeNet during the sale of its encrypted communications business to Raytheon. We handled government contracts, national security, and trade controls matters for SafeNet. Lindsay Goldberg’s Investment in ECS Federal Represented private equity firm Lindsay Goldberg during its investment in government services contractor ECS Federal. We handled government contracts, national security, trade controls, and anti-corruption matters for Lindsay Goldberg.. Facebook acquisitions Advised Facebook, in connection with its acquisitions of Instagram, Oculus, WhatsApp and other entities. Merck on €2.1 Billion Acquisition of Animal Health Company Represented Merck & Co., Inc. in its €2.1 billion acquisition of Antelliq Group for approximately. Antelliq will be wholly owned and separately operated subsidiary within the Merck Animal Health Division. Altice’s $18 Billion Cablevision Acquisition Representation of Altice N.V. in its $18 billion acquisition of Cablevision Systems Corporation, which will make Altice the 4th largest U.S. cable operator with approximately 4.5 million customers. Disney in $7 Billion Acquisition of Infoseek Corporation Representation of the Walt Disney Company in its $7 billion acquisition of Infoseek Corporation. Qualcomm in Numerous European Acquisitions and Investments Representation of Qualcomm in numerous European acquisitions and investments including its $200 million joint venture and private equity investment with Omnia, a subsidiary of Saudi Oger, to create a UK-based company to deploy CDMA-based technology. Qwest Communications International Inc. in Multiple Transactions Representation of Qwest Communications International Inc. in a number of strategic transactions and proposed transactions, including its merger with CenturyLink (as local counsel in the District of Columbia and Maryland). PanAmSat, Hughes Network Systems, and Intelsat on Conducting Due Diligence Reviews Assisted various financial and strategic investors in conducting due diligence reviews of PanAmSat, Hughes Network Systems, and Intelsat in connection with the sale of such companies. Ontario Teachers Pension Fund, Providence Equity Partners and Madison Dearborn Partners in $33B Acquisition Representation of Ontario Teachers Pension Fund, Providence Equity Partners and Madison Dearborn Partners in their $33 billion acquisition of BCE, Inc., the parent of Bell Canada. Sale of CVG to Integral Systems Represented satellite communications systems provider CVG, Inc. in its sale to Integral Systems, Inc. We handled all aspects of this transaction for CVG. Famy Care Sale of Women’s Health Business Represented Famy Care Limited in its $750 million sale of its women's health business to Mylan Laboratories Limited. AstraZeneca Investment in Respiratory Franchise Represented AstraZeneca on its up to $2.1 billion transfer of rights to Almirall’s respiratory franchise for an initial consideration of $875 million on completion, and up to $1.22 billion in development, launch, and sales-related milestones. Michelin Transaction Representing Michelin in its acquisition of IHLE Holding AG. The transaction involved six national European merger notifications, namely in France, Germany, Austria, Hungary, Romania, and the Czech Republic. This was the first time that an upstream tire manufacturer and supplier took control over a wholesale tire distributor in Europe creating substantial questions about the effects of this vertical integration. Advice regarding shared employee and facility costs during M&A process Advised client on structuring employee secondment agreements so as to permit reimbursement of costs of shared employees and associated indirect costs under a secondment agreement during a contractual novation process in connection with an M&A transaction, enabling the client to orderly transfer employees and facilities to the purchaser and ensure continued reimbursement up to the point of final transfer. Provided Regulatory Counsel on the Acquisition of a Mobile Phone Company In connection with the purchase of a mobile phone business, advised a large manufacturer of electronic equipment on issues relating to electromagnetic compatibility and radio frequency requirements and related certifications in Russia and Ukraine. Amentum's Acquisition of DynCorp International Represented defense contractor Amentum in its acquisition of DynCorp International, an aviation and logistics support services contractor. We handled government contracts, national security, cybersecurity, trade controls, anti-corruption, and employment matters for Amentum. Samsung Electronics Co., Ltd., in its acquisition of Canadian cloud- printing firm PrinterOn Represented Samsung Electronics Co., Ltd., in its acquisition of Canadian cloud-printing firm PrinterOn. Oplink Communications in Acquisition Represented Oplink Communications in its $445 million acquisition by Koch Industries. Tax-efficient acquisition vehicles Helped a leading global fund-of-funds sponsor with benefit plan investors acquire several large portfolios of European private equity interests. Working with corporate lawyers in our London and New York offices, we designed tax-efficient acquisition vehicles that complied with ERISA and avoided potential fiduciary and plan asset concerns. Spin-Off of The Timken Company Advised The Timken Company on the U.S. tax aspects of its $1.7 billion spin-off of its steel business. Advice included structuring, drafting agreements and disclosure, U.S. tax issues included spin qualification and attribute allocation. Smart Grid Company Acquisition Smart grid technology company in connection with its acquisition by a Fortune 200 company. SandRidge Energy Acquisition of Arena Resources SandRidge Energy, Inc., a crude oil and natural gas exploration and production company, in its $1.6 billion acquisition of Arena Resources, Inc. SandRidge Energy Sale to Sheridan Production Partners SandRidge Energy, Inc., an oil and natural gas exploration and production company, in its $2.6 billion sale of Permian Basin properties in West Texas to Sheridan Production Partners. Solar Integrated Technologies Acquisition by Energy Conversion Devices Energy Conversion Devices, Inc. in its acquisition of Solar Integrated Technologies, Inc., an AIM-listed leading provider of building integrated photovoltaic roofing systems. SandRidge Energy Acquisition of Dynamic Offshore Resources SandRidge Energy, Inc., an oil and natural gas exploration and production company in its $1.2 billion acquisition of Dynamic Offshore Resources, LLC. Sale of Noxema Brand Represented Procter & Gamble in its sale of Noxema skin care brand in the US, Canada, and certain portions of Latin America to Alberto Culver. Sale of Orajel and other Brands Represented Coty, Inc. in its $380 million sale of the Orajel brand and other brands of Del Pharmaceuticals to Church & Dwight. Sale of Belt Curve Manufacturer Portec Group Represented Incline Equity Partners in the sale of portfolio company Portec Group to The Interroll Group. Sale of ThermaCare Brand Represented Procter & Gamble in its sale of ThermaCare to Wyeth Consumer Healthcare. Sale of Specialty Pharma Company Omthera Pharmaceuticals Represented Omthera Pharmaceuticals in its $443 million merger with AstraZeneca. Facebook Transactions Representation of Facebook, Inc. in many transactions, including its $22 billion acquisition of WhatsApp, $2 billion acquisition of Oculus, and $1 billion acquisition of Instagram. SandRidge Sale of Permian Basin Oil and Gas Assets Represented SandRidge Energy in its $2.1 billion sale of oil and gas assets in the Permian Basin to Sheridan Production Partners. Sale of ThreatGRID to Cisco Represented ThreatGRID, Inc. during its sale to Cisco Systems, Inc. We handled all aspects of this transaction for ThreatGRID. Salix Acquisition of Specialty Pharma Developer Represented Salix Pharmaceuticals, Ltd. in its $2.6 billion acquisition of Santarus, Inc. Microsoft in $7 Billion Acquisition of Devices and Services Business Represented Microsoft, as IP, commercial, and regulatory counsel, in its $7 billion purchase of substantially all of Nokia’s devices & services business. Microsoft's acquisitions of Nokia and Skype Advised Microsoft in relation to the data protection aspects of the purchases of Nokia’s device and services business and Skype. MidFirst Bank Acquisitions Represented MidFirst Bank in its acquisition of Steele Street Bank and Trust from Steele Street Bank Corporation and in its acquisition of Presidential Financial Corporation. Linzor Capital Partners Retail Merger in Mexico Represented Linzor Capital Partners, the Latin American private equity fund, in the merger of the retail operations of its portfolio company Moda en Distribución, S.A.P.I. de C.V., into Devlyn Holdings, S. de R.L. de C.V., to create Mexico’s largest eyewear retailer. Lindsay Goldberg's Transformation of PAE Represented private equity firm Lindsay Goldberg and PAE as regulatory counsel in six different M&A transactions that have grown PAE to a defense contractor with annual revenue in excess of $2 billion. Our work began in 2011 with Lindsay Goldberg’s acquisition of PAE from Lockheed Martin, and continued through to PAE’s acquisitions of Defense Support Services, CSC’s Applied Technology Division, USIS’s Global Security and Solutions Business, and A-T Solutions and to Lindsay Goldberg’s 2016 sale of PAE to Platinum Equity. Our work in each of these deals has included government contracts, national security, trade controls, and anti- corruption due diligence and advice on transaction structuring, and regulatory approvals. Microsoft Expatriate Issues Advised Microsoft in relation to expatriate issues arising from post- acquisition integration with Nokia’s global mobile phone business. LightBridge Communications in Cross-Border Acquisition Represented Lightbridge Communications in its $240 million acquisition by Tech Mahindra Ltd. Microsoft Transactions Representation of Microsoft Corp. in its $8.5 billion acquisition of Skype Communications S.à.r.l., the largest acquisition in the company’s history, in connection with its $4.5 billion acquisition of certain Nortel patents, in its $7.2 billion acquisition of the handset division of Nokia, and its $2.5 billion acquisition of Mojang, the developer of Minecraft. Los Angeles Clippers Acquisition Represented Steve Ballmer in his $2 billion acquisition of the Los Angeles Clippers from The Sterling Family Trust. ByteDance Ltd., Owner of TikTok, in its Acquisition of Flipagram Representation of ByteDance Ltd. in the acquisition of Flipagram, Inc., a private company based in Los Angeles, that allows users to create and share photo-video stories with their photos, text, and short video clips set to licensed music. Joy Global Acquisition of Mining Equipment Manufacturer Represented Joy Global in its $1.5 billion acquisition of International Mining Machinery Holdings Ltd. Inquam Limited in Acquisition of Telemobil S.A. Inquam Limited in its acquisition of Telemobil S.A., the Romanian wireless telecommunications operator, and on Telemobil’s subsequent vendor financing facility with Lucent Technologies. Representation of Citigroup in Multiple Divestments in Mexico and Central America Represented Citigroup in connection with the disposition of its 16% ownership stake in Grupo Aeroméxico SAB and in the sale of its controlling interest in AFP Confía, a pension management company in El Salvador, to Inversiones Atlántida, S.A., a financial holding company in Honduras. We also advised Citigroup and its Mexican affiliate, Grupo Financiero Banamex, in the sale to an affiliate of EVO Payments International of Banamex’s merchant acquiring business. All three transactions were completed in 2015. OCP Investment in Brazil Represented OCP in its R$145 million acquisition of an approximately 10% stake in Fertilizantes Heringer S.A. NFL Sale of the Buffalo Bills Represented the NFL in the $1.4 billion sale and related $200 million financing of the Buffalo Bills franchise to Terry and Kim Pegula. Qualcomm in Acquisitions and Investments with Omnia Qualcomm in acquisitions and investments including its joint venture with Omnia, a subsidiary of Saudi Oger, to create a UK-based company to deploy CDMA-based technology; its acquisition of UK- based Elata (Holdings) Limited, which provides content delivery and device management software systems; and its acquisition of Trigenix Limited, a European mobile content delivery software producer. Peruvian Pension Fund Acquisition Represented Grupo Suramericana de Inversiones, through its subsidiary AFP Integra, together with Profuturo AFP S.A., the Peruvian pension fund manager of Scotiabank, in their $516 million acquisition of AFP Horizonte, the Peruvian pension fund manager, from Banco Bilbao Vizcaya Argentaria. Spanish Toll Road Company in Billion-Dollar Investment in Mexico Abertis Infraestructuras, S.A., a Spanish toll road company, in connection with its joint venture with GIC Special Investment Pte. Ltd., regarding the acquisition of a controlling stake in Red de Carreteras de Occidente S.A.B. de C.V. (RCO), one of the leading toll road operators in Mexico. Abertis acquired a 51.3% stake in RCO for $1.7 billion. LatinFinance “Private Equity Deal of the Year” for 2020.

Accolades The American Lawyer Global Legal Awards, "Global M&A Deal of the Year: Japan" (2017) Corporate Board Member - America’s Best Corporate Law Firms (2017) Ranked among the top 25 firms nationally Latinvex Top Law Firms: Top Corporate/M&A Firms (2016- 2019;2021) U.S. News-Best Lawyers “Best Law Firms” (2015) Mergers and Acquisitions Law (National) Chambers Latin America (2019) Corporate/M&A Chambers USA (2019) Corporate/M&A - DC and NY Chambers Global (2020) Corporate/M&A (India) Chambers UK (2020) Corporate/M&A - Mid-Market Chambers Asia-Pacific (2019) Corporate/M&A (International Firms - India) Best Lawyers in America (2020) Mergers & Acquisitions Legal 500 US (2017) M&A: Large deals ($1B+) Legal 500 UK (2016) Corporate and commercial/M&A: upper mid-market and premium deals, £250m+ Legal 500 Latin America (2016) Corporate and M&A