CORPORATE PRACTICE OVERVIEW SECURITIES We have substantial experience representing clients in complex We have extensive experience in a wide variety of securities corporate transactions, and our work includes counseling clients transactions and counseling matters. We represent clients in on some of the largest transactions in history. We leverage our capital-raising activities ranging from small private placements to experience to effectively and efficiently deliver sophisticated the very largest public offerings and Rule 144A debt offerings, advice across a broad range of corporate transactions and and in connection with the securities law aspects of merger and matters for a variety of clients, ranging from the top ranks of the acquisition transactions and tender and exchange offers. Fortune 500, to middle-market and emerging companies, to We regularly counsel large and small publicly held companies on private equity and hedge funds and to closely held and family a wide range of securities compliance, 1934 Act reporting and businesses. ongoing disclosure matters, including with regard to financial reporting and the requirements of the Sarbanes-Oxley Act, and MERGERS AND ACQUISITIONS the related SEC and securities exchange rules thereunder. Our lawyers regularly represent public and private companies of We also represent public company audit committees, as well as all sizes, private equity investors, special committees and other independent directors and other public company committees, in parties in a broad range of U.S. and cross-border M&A matters involving the federal securities laws. transactions, including acquisitions, divestitures, spin-offs, MBOs, LBOs, going-private transactions and reorganizations. We assist our clients in all aspects of M&A transactions – from front-end PRIVATE EQUITY AND INVESTMENT MANAGEMENT strategic planning and structuring to managing the deal process We provide strategic advice and legal counsel on all aspects of through successful execution and closing. Our corporate lawyers M&A transactions, acquisition financing and fund formation for work closely with lawyers from our employee benefits and private equity, hedge fund and other asset management clients. executive compensation, environmental, government contracts, Our practice includes: labor, privacy and data security, real estate, tax and other groups - Acquisitions of public and private portfolio companies to provide comprehensive due diligence and integrated transaction structures and advice. Our lawyers have extensive - Portfolio company exits, including IPOs and divestitures and varied transaction experience, across a broad range of - Growth equity investments industries, with up-to-date knowledge of the constantly changing - Transactional, corporate and securities advice for portfolio legal environment. companies Our corporate lawyers are also active in advising clients in all - Portfolio company recapitalization and restructuring aspects of the formation, financing, operation and restructuring of transactions cross-border joint ventures and strategic alliances in addition to - Formation of private investment funds advising clients on the on-going governance of joint ventures and - Representation of institutional investors in private fund applicable exit strategies. investments and direct co-investment transactions - Structuring and organizing fund sponsors entities, including CORPORATE FINANCE representation of principals We have extensive experience in corporate finance transactions, - Direct lending transactions for private fund and other asset with specific proficiency in acquisition and leveraged finance, management clients commercial finance, secured and unsecured lending, cross- - Acquisition financing border finance, public and private debt placements (including - Counseling clients on investment advisory engagements medium-term note and commercial paper programs), equipment leasing, debtor in possession and exit financings and workouts We provide comprehensive counseling to our clients through the and restructurings. Our lawyers regularly represent sophisticated combined resources of leading corporate, securities, tax, ERISA, U.S. and international corporations, financial institutions, executive compensation and real estate lawyers. Many of our investment funds and private equity sponsors in complex private equity and investment fund lawyers have been recognized financing transactions. Working closely with lawyers from our by Chambers USA and other authorities as leaders in their fields. bankruptcy and workout group, we also play a key role in Our lawyers regularly speak at national conferences and company reorganizations. seminars on topics relevant to private equity firms, hedge funds and other asset managers.
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MERGERS AND ACQUISITIONS 2020 Company LLC Hertz Corporation - Sale of the company to Acentia - $930 million acquisition of Donlen Corporation - Acquisition of the minority interests in Navigation Solutions 21st Century Fox - $2 billion spin-off of its equipment rental business - Acquisitions and creations of regional and national sports Honeywell networks, including the Yankees Entertainment & Sports (YES) Network (valued by Forbes at $4 billion), Fox Sports San Diego - $720 million acquisition of Metrologic Instruments and the Big Ten Network - $525 million acquisition of Thomas Russell - Acquisition of LAPTV, a leading operator of premium movie - $400 million acquisition of Hand-Held Products channels in Latin America, including Moviecity - $185 million acquisition of Datamax-O’Neil - Joint ventures for television networks, including the National - $90 million acquisition of phenol business of Susnoco Geographic Channels, Nat Geo Wild and FX Canada - Divestiture of on-board sensor business to Sensata Tech. Archer Daniels Midland Jet Aviation of America - $1.3 billion sale of global cocoa business to Olam International - Acquisition of Enterprise Jet Center - $440 million sale of global chocolate business to Cargill KEMET Corporation Behringer Harvard Holdings - Acquisition of NEC TOKIN Corporation - M&A self-management transaction between non-traded REIT Lonza Group sponsor and TIER REIT - $5.5 billion acquisition of Capsugel from KKR - M&A self-management transaction between non-traded REIT - $1.2 billion acquisition of publicly traded Arch Chemicals sponsor and Monogram Residential Trust Merge Healthcare CPPGroup PLC - $1 billion sale to IBM - $40 million sale of its North American business to AMT Warranty Corp. for a total cash consideration NES Rentals - $965 million sale to United Rentals Frutarom Industries Novozymes A/S - $53 million acquisition of Hagelin & Company - Global strategic alliance with Monsanto, including $300 million GCP Applied Technologies upfront payment - $47 million acquisition of Halex Corporation Obagi Medical Products General Dynamics - $441 million cross-border sale to Valeant Pharmaceuticals - $2.2 billion acquisition of publicly traded Anteon International RCN Corporation - $960 million acquisition of Vangent - $1.2 billion sale of publicly traded RCN to ABRY Partners - $640 million acquisition of publicly traded Schneider Electric Axsys Technologies - $360 million acquisition of publicly traded Force Protection - $1.25 billion acquisition of ASCO Power - $175 million acquisition of Arma Global Corporation - $53 million acquisition of InStep Software, LLC - $95 million sale of AxleTech International - €35 million sale of Telvent Trafico Y Transporte, S.A - Approximately 50 additional acquisitions and divestitures over Snyder’s-Lance the past several years - $4.9 billion acquisition by Campbell Soup Company General Motors Takeda Pharmaceutical - $50+ billion sale of substantially all of the assets of GM to a - Multi-billion split-off transaction involving TAP Pharmaceutical newly formed entity sponsored by the United States Treasury in Products, a joint venture between Takeda and connection with GM’s bankruptcy Abbott Laboratories - $5.6 billion sale of Allison Transmission business to The Carlyle Group and Onex Corporation Tekelec - Sale of 34% of Hughes Electronics (DirecTV) to News Corp. for - Representation of executive management team as part of $6.6 billion and spin-off of the balance to GM stockholders acquisition by Oracle Corporation
SECURITIES AND CORPORATE FINANCE Bank of Montreal Hertz Corporation - $225 million senior secured credit facilities for UniversalPegasus - Multiple Rule 144A offerings of senior notes in the amounts International of $1.2 billion, $1.0 billion, $700 million, $500 million and - $16 million senior secured credit facilities for Medical $250 million Transportation Management - €425 million European offering of senior notes by a wholly- owned European subsidiary of Hertz Clementia Pharamaceuticals - $4.0 billion in separate underwritten secondary offerings of common stock, including a stock repurchase from a private - $120 million initial public offering of common stock equity sponsor Chicago Board of Trade - Registered exchange offers for senior notes, totaling over $3.5 billion - $200 million initial public offering of common stock HHI Group Holdings EMCORE Corporation - $475 million asset-based and term credit facilities - $162 million registered exchange offer of common stock and - $425 million asset-based and term credit facilities new convertible debt for outstanding convertible debt securities Honeywell - Private placement and subsequent registration of $100 million of common stock - $100 million senior secured credit facilities for ANH Refractories Company General Dynamics John B. Sanfilippo & Son - Multiple public offerings of debt securities in the amounts of - $162 million senior secured revolving and term credit facilities $2.4 billion, $2 billion, $1.5 billion, $1.1 billion, $1.0 billion and $750 million - $100 million private note placement - $1.0 billion multi-currency revolving credit facility Lonza Group General Motors - $2.3 billion rights offering - €2.25 billion multicurrency credit facilities - $23.1 billion initial public offering of common stock and Series B - $865 million equity offering mandatory convertible junior preferred stock - $17.6 billion multi-tranche global offering of straight and Merge Healthcare convertible debt securities - $275 million debt refinancing through new senior secured credit - $5.5 billion share repurchase of common stock from the facilities following a tender offer for outstanding senior notes U.S. Treasury - $235 million senior secured term loan facility - $5.0 billion five-year secured revolving credit facility NPS Pharmaceuticals - $4.5 billion Rule 144A offering of senior notes and subsequent $4.5 billion SEC-registered exchange offering of senior notes - $100 million public offering of common stock - $3 billion SEC-registered underwritten public offering of senior Primus Telecommunications notes - $2.5 billion SEC-registered underwritten public offering of senior - $240 million exchange offer note refinancing notes - $119 million negotiated repurchase of Rule 144A notes and - $1.7 billion public secondary offering of common stock related indenture amendment - $1.5 billion public offering of convertible debt securities - $87 million Rule 144A offering of notes and indenture amendment - $911 million public offering of News Corp. ADRs Snyder’s-Lance - $300 million secured international LC facility - Securities counsel and corporate governance counsel in the Great Lakes Dredge & Dock $1.91 billion acquisition of Diamond Foods, Inc - $400 million surety bonding facility US Foods Holdings Corp. - $175 million revolving credit facility with springing lien - $1.175 billion initial public offering of common stock - Multiple construction and long-term lease financings of vessels - $1 billion secondary public offering of common stock - Section 1031 like-kind exchange transactions and program - $1.35 billon registered debt exchange offer structuring Viskase Companies Heartland Payment Systems - Multiple Rule 144A offerings of notes in the amounts of $175 million and $40 million - $775 million senior secured credit facility for acquisition and other corporate purposes - Preferred stock offering and related registered rights offering - $350 million senior secured revolving credit facility - $100 million revolving credit facility and $50 million senior secured credit facilities
PRIVATE EQUITY AND INVESTMENT FUNDS Arlington Capital Partners Kyocera Corporation - Recapitalization of Iron Data Solutions LLC - Acquisition of Senco Holdings, Inc. from Wynnchurch Capital - Investment in Compusearch Systems, Inc. Liffey Thames Group, LLC (d/b/a Discovia) Arlington Computer Products - Merger with Lighthouse Document Technologies, Inc. - Sale of equity interest to the Zaf Group Maj Invest Equity A/S Auto/Mate Dealership Systems - Counsel for US investments - Sale to CDK Global Merge Healthcare Bain Capital - $1 billion sale to IBM - - Disposition for portfolio company PIPE investment by Guggenheim Partners Bayside Capital Merrick Media - Investments in tronc (Tribune Publishing) - Acquisition of substantially all of the assets of Service Net Solutions Merrick Venture Management - Second lien term loan to Oasis Legal Finance - Investments in Merge Healthcare CoverMyMeds - Investments in Wrapports, LLC (Chicago Sun-Times) - Investment by Francisco Partners Navicure, Inc Curo Health Services - Acquisition by affiliates of Bain Capital - Investment by JMI Equity - Multiple matters including the acquisition of a private company Performance Equity Management EQT - Formation of a $650 million venture capital fund of funds - Sale of BTX Group A/S (US aspects) to Sun Capital - Numerous investments in PE and VC funds Equity Group Investments/Sam Zell - Numerous direct portfolio company investment transactions - $8.2 billion going-private transaction involving the Tribune Petsense, Inc. Company - Acquisition by Tractor Supply Company Guggenheim Partners Prometheus Global Media - Formation of private investment funds - Acquisition of substantially all of the assets of Mediabistro, Inc. - Portfolio company acquisitions QGenda, Inc. - Multiple financing matters, including first and second lien credit facilities, subordinated loans and private placement of notes - Strategic growth investment by Francisco Partners Hudson Ferry Capital Southfield Mezzanine Capital - Investment in Ground/Water Treatment & Technology - Debt and equity investment in Togo’s Holdings - Investment in Mason Dixon Energy and its subsequent - Debt investment with warrants in Innovative FlexPak, LLC combination with OGM Land and its affiliated companies, - Debt and equity investment in Nationwide Property & Percheron Acquisition and Percheron Surveying, to form Appraisal Services LLC Percheron LLC Summit Behavioral Health - Investment in Alcom, LLC - Investment in the company by Flexpoint Ford IK Investment Partners Tregaron Capital - Acquisition of Evac Group - Debt and equity investment in Film Solutions - Sale of EPiServer AB to Accel KKR TruMetals Invision Capital - Acquisition of Custom Bilt - Debt and equity investment in Battery Builders - Acquisition of Alum-A-Fold Pacific, Inc JumpForward Vivid Seats - Acquisition by Active NETWORK, a portfolio company of Vista - Strategic partnership with Vista Equity Partners and GTCR Equity Partners Winona Capital KPS Capital Partners - Investments in CIRCA, Inc. - Acquisitions of High Falls Brewing Company and related assets - Investments in Kjus, AG - Acquisitions of Cloyes Gear and Products, Jernberg - Investments in Fusion Education Industries, Impact Forge, FormTech and the bearings - Investment in Monica Vinader business of Delphi Automotive Systems and related formation - Investment in Rodd & Gunn New Zealand Limited of HHI Holdings
Some of these transactions were completed by Jenner & Block attorneys while at other law firms.