Anthony F. Vernace Partner

425 Lexington Avenue New York, NY 10017 [email protected] Phone: +1-212-455-7136 Fax: +1-212-455-2502

Anthony Vernace is a Partner in the Firm’s Corporate PRACTICE FOCUS Department, where he specializes in the representation of private equity firms and public companies in mergers and Mergers and Acquisitions acquisitions, investments, joint ventures and other corporate Corporate – M&A transactions. Anthony also regularly counsels clients on Corporate corporate governance, shareholder activism and securities law Corporate Governance matters. His clients span a wide range of industries and include Shareholder Activism leading technology, transportation, healthcare, industrial, financial services and consumer products companies. In addition to being profiled by Business Insider for his work as a private equity deal lawyer, Anthony has received recognition for his work on numerous marquee M&A transactions on behalf of both private equity firms and public companies, including being named by The Legal 500 as a “Next Generation Partner” in both M&A: Large Deals and Private Equity Buyouts, and by Law360 as a “Rising Star” in M&A for 2016 and an “MVP” in Private Equity for 2014. Anthony is recognized by Chambers USA, which lauds him for “his track record in advising on high- end transactional matters on behalf of a range of major sponsors” and reports that he is identified by clients as “a terrific lawyer.” Anthony currently serves as Co-Chair of Simpson Thacher’s Finance Committee and was previously a member of the Firm’s Recruiting Committee.

Selected private equity M&A transactions on which Anthony has worked include the representation of:

www.simpsonthacher.com 1 Blackstone in its acquisition of a majority ownership interest in Liftoff Mobile Blackstone in its $370 million preferred equity investment in FireEye Blackstone in its $275 million investment in Cryoport, Inc. in connection with Cryoport’s acquisition of MVE Biological Solutions Blackstone in its $3 billion acquisition of a majority stake in MagicLab Blackstone and CPPIB in their acquisition of Ascend Learning Blackstone and Corsair in their majority investment in First Eagle Investment Management Blackstone in its $5.4 billion acquisition of Gates Corporation Blackstone in its $200 million investment in Crocs Blackstone in its acquisition of a 40% stake in Patria Blackstone in its $4.3 billion acquisition of Travelport Blackstone in its investment in TaskUs Blackstone in its acquisition of Vungle Blackstone in its $10 billion acquisition of QTS Realty Trust Blackstone in its announced $1.3 billion acquisition of International Data Group, Inc. Blackstone in its proposed equity investment in Simpli.fi Blackstone in its acquisition of a significant minority equity interest in Walker Edison Blackstone in its investment in Chainalysis Blackstone in its equity investment in Array Technologies BC Partners in its investment in EAB BC Partners in the sale of its interest in Teneo BC Partners in its acquisition of NAVEX Global BC Partners and PetSmart, Inc. in PetSmart’s acquisition of Chewy, Inc. BC Partners led consortium in the C$5.125 billion recapitalization of GFL Environmental Holdings BC Partners led consortium and GFL Environmental Holdings in GFL's acquisition of Waste Industries Funds managed by Certares in their $325 million purchase of 8% Series A Cumulative Redeemable Preferred Stock in Liberty TripAdvisor

www.simpsonthacher.com 2 Atairos Group in its acquisition of General Atlantic’s approximately 26% ownership stake in TriNet Group, Inc. for approximately $440 million Team Health Holdings, Inc. in its sale to funds affiliated with Blackstone and certain co-investors in a transaction valued at approximately $6.1 billion ADT in its $15 billion sale to Apollo Global Management Apax Partners and ALM Media in ALM Media’s sale to Wasserstein & Co. Apax Partners led consortium in their $6.8 billion acquisition of Kinetic Concepts, Inc. Emerson Electric Co. in the sale of a majority interest in its Embedded Computing & Power business to Platinum Equity Kohlberg Kravis Roberts & Co., Vestar Capital Partners and Centerview Partners in their $5.3 billion acquisition of Del Monte Foods Company Hellman & Friedman in its $640 million acquisition of Internet Brands, Inc. Corsair Capital as the lead investor in National City's $7 billion capital raise

Selected strategic M&A transactions on which Anthony has worked include the representation of:

American Family Insurance in its acquisition of Bold Penguin

AMERGINT Technologies in its acquisition of the space- based precision optics business of Raytheon Technologies

Microsoft Corporation in its $28.2 billion acquisition of LinkedIn, its announced $19.7 billion acquisition of Nuance Communications, its $8.5 billion acquisition of Skype, its $7.5 billion acquisition of ZeniMax Media, Inc., its $7.2 billion acquisition of Nokia Corporation’s phone business, its $300 million investment in Barnes & Noble’s NOOK business and its acquisition of GitHub

Genesee & Wyoming in numerous transactions, including its $8.4 billion sale to affiliates of Brookfield Infrastructure and GIC, its $1.4 billion acquisition of RailAmerica, its $210 million acquisition of the west end of the Dakota,

www.simpsonthacher.com 3 Minnesota & Eastern Railroad from Canadian Pacific, its acquisition of the Arkansas Division of Pinsly Railroad Company and its $126 million acquisition of Providence and Worcester Railroad Company

Blue Buffalo Pet Products in its $8 billion sale to General Mills Team Health in its $1.6 billion acquisition of IPC Healthcare TRW in its $13.5 billion sale to ZF Friedrichshafen Big Heart Pet Brands in its $5.8 billion sale to The J.M. Smucker Company TD Bank Group in its $668 million acquisition of Epoch Holding Corporation Ameriprise Financial in its $1 billion acquisition of the long- term asset management business of Columbia Management from Bank of America The Bank of Nova Scotia in its $5.6 billion FDIC-assisted acquisition of R-G Premier Bank of Puerto Rico

Anthony received his J.D. in 2005 from Columbia Law School, where he was a Harlan Fiske Stone Scholar. He received his B.S., summa cum laude, from Fordham University in 2002. Anthony is admitted to practice in New York.