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