Adam O. Emmerich Partner, Corporate P: 212.403.1234 F: 212.403.2234 [email protected] Adam Emmerich practices in Wachtell Lipton’s corporate department, focusing primarily on mergers and acquisitions, corporate governance and securities law matters. His practice has included a broad and varied representation of public and private corporations and other entities in a variety of industries throughout the United States and globally, in connection with mergers and acquisitions, divestitures, spin-offs, joint ventures and financing transactions. He also has extensive experience in takeover defense. Adam was named a Dealmaker of the Year by The American Lawyer in 2019 for his work with T-Mobile USA and Deutsche Telekom in the $146 billion all-stock combination of T-Mobile and Sprint. Adam also led the Wachtell Lipton teams for Covidien plc in its $49.9 billion acquisition by Medtronic and Tim Hortons in its $12.2 billion combination with Burger King Worldwide, which were named by The American Lawyer as 2015 Global M&A Deal of the Year: Ireland and Global M&A Deal of the Year: Canada. Adam is recognized as one of the 500 leading lawyers in America by Lawdragon, one of the world’s leading lawyers in both Mergers and Acquisitions and REITs by Chambers and Partners, and an expert in each of M&A, Corporate Governance and M&A in the real estate field by Who’s Who Legal, which has named him among the WWL Thought Leaders: Global Elite 2021 and also as Lawyer of the Year in M&A for 2019. Adam is also recognized as among the Best of the Best USA by Euromoney Institutional Investor’s Expert Guides including as an expert in M&A, in Corporate Governance, and in Banking, Finance and Transactional and a highly regarded leading lawyer by IFLR 1000. Adam was named one of Hollywood’s Top 20 Dealmakers of 2017 by The Hollywood Reporter and has also been profiled together with Robin Panovka by Lawdragon for their work in our REIT and real estate M&A practice. Among the other transactions in which Adam has taken a leading role are: Broadcom in its $147 billion proposal to acquire Qualcomm Deutsche Telekom and T-Mobile USA in the combination of T-Mobile USA and MetroPCS Communications at a $30 billion enterprise value, and Deutsche Telekom in its agreed $39 billion sale of T-Mobile to AT&T the board of Wyeth in its $68 billion acquisition by Pfizer Immunomedics in its $21 billion acquisition by Gilead Hillrom in its $12.4 billion acquisition by Baxter International Frutarom Industries Ltd in its $7.1 billion acquisition by International Flavors & Fragrances Medtronic plc in its $6.1 billion sale of a portion of its Patient Monitoring & Recovery Division to Cardinal Health Google in its participation in the $4.5 billion Nortel patent auction Herman Miller in its $1.8 billion cash and stock acquisition of Knoll WOW! in the $1.125 billion sale of its Cleveland and Columbus, Ohio service areas to Atlantic Broadband and the $661 million sale of its Chicago, Illinois, Evansville, Indiana, and Anne Arundel, Maryland service areas to Astound Broadband Medline in its sale of a majority interest to Blackstone, Carlyle and Hellman & Friedman XPO Logistics in its spin-off of its logistics business, GXO Logistics acquisition of Norbert Dentressangle S.A. for €3.24 billion and its subsequent acquisition of all shares in XPO Logistics Europe owned by Elliott Capital Advisors $3 billion acquisition of Con-way acquisition of New Breed for $615 million acquisition of Pacer International for $335 million acquisition from Kuehne + Nagel of contract logistics operations in the UK with revenue of £500 million $1.26 billion equity raise from Ontario Teachers’ Pension Plan, GIC – Singapore’s sovereign wealth fund, Public Sector Pension Investment Board, and 12 other institutional investors in the $700 million equity investment by PSP Investments, Singapore’s sovereign wealth fund and Ontario Teachers’ Pension Plan in XPO Creative Artists Agency in the investment by TPG Capital to acquire a controlling interest, as well as partnering with Shanghai-based CMC Capital Partners to form CAA China, and a variety of other transactions Doosan Corporation in its acquisition of the assets of ClearEdge Power in a Section 363 bankruptcy sale Mallinckrodt plc in its $5.6 billion acquisition of Questcor Pharmaceuticals $1.4 billion acquisition of Cadence Pharmaceuticals $2.3 billion acquisition of Ikaria $1.325 billion acquisition of Therakos $1.2 billion acquisition of Sucampo Pharmaceuticals WESCO International in its $4.5 billion acquisition of Anixter International Hologic in its $1.65 billion acquisition of Cynosure, and its subsequent disposition Gap Inc. in the now-abandoned separation into two independent public companies the $4.7 billion acquisition of Constellation Energy by MidAmerican Energy Raytheon’s $9.5 billion acquisition of the defense business of Hughes Electronics from GM $2.95 billion acquisition of Texas Instruments’ defense business sale of its Amana appliance unit for $550 million to Goodman sale of Raytheon Aerospace for $270 million to the Veritas Capital Fund formation of ThalesRaytheonSystems, a cross-border defense industry joint venture with Thales SA Man Group’s purchase of Refco’s regulated futures business in Refco’s bankruptcy proceeding Taubman Centers’ successful defenses of a hostile takeover attempt by Simon Property Group Dana Corporation in its: successful defenses of a $2.7 billion hostile takeover attempt by ArvinMeritor $3.9 billion acquisition of Echlin Inc. $1.1 billion sale of its automotive aftermarket business (later renamed Affinia) to The Cypress Group $223 million acquisition of SPX Corp’s piston, ring, and cylinder liner business acquisition of the Superior Electric Company for $50 million agreement to buy Champion Spark Plug Company for about $600 million in cash and stock Circuit City’s successful defenses of a hostile takeover attempt by Highfields Capital MacAndrews & Forbes in its Harland Clarke subsidiary’s $1.8 billion acquisition of Valassis Communications and $630 million acquisition of RetailMeNot its $1 billion sale of a 34.9% stake in Scientific Games its $1.6 billion sale of Coleman to Sunbeam its sale of Merisant to Act II Global Acquisition Corp. its acquisition of SCI Television various transactions by New World Communications Group various transactions relating to Revlon MetLife in a variety of transactions, including: the $1.6 billion split-off of its interest in Reinsurance Group of America; the $375 million sale of SSRM Holdings to BlackRock; the sale of Conning Corporation, with approximately $20 billion in assets under management, to Swiss Re; and the disposition of its $6.4 billion deposit base and online deposits business to GE Capital Retail Bank Seagram/Universal’s acquisition of Viacom’s 50% interest in USA Networks for $1.7 billion MCA’s $7.5 billion sale to Matsushita In the REIT and real estate M&A area, Adam has advised: VEREIT in its all-stock acquisition by Realty Income, to create a $50 billion combined company Taubman in a $9.8 billion merger and joint venture with Simon Property Group Prologis in its $12.6 billion acquisition of Liberty Property Trust Public Storage in its proposal to acquire National Storage REIT of Australia, for A$1.9 billion in cash AV Homes in its $1 billion sale to Taylor Morrison Home Corp. Quality Care Properties in its $3.9 billion acquisition by Welltower, including its related agreement with ProMedica Health System to acquire HCR ManorCare through a bankruptcy reorganization Sunrise Senior Living in connection with its sale to Health Care REIT, in transactions involving total investment by Health Care REIT of $4.3 billion AMB Property Corporation in its $15 billion merger with ProLogis, to create a REIT with assets owned and managed of $46 billion The successful $6 billion unsolicited offer by Public Storage for Shurgard Simon Property Group in connection with its offer to acquire General Growth Properties for $31 billion its €1.5 billion ($2.0 billion) acquisition of a stake in Klépierre from BNP Paribas, and Klépierre in connection with its €7.2 billion merger with Corio its $4.15 billion spin-off of Washington Prime Group Washington Prime Group in its $4.3 billion acquisition of Glimcher Realty The Mills Corporation in its $7.8 billion sale to a partnership of Simon Property Group and Farallon Lend Lease in the sale of its U.S. businesses Tishman-Speyer and Lehman Brothers in their $22.2 billion acquisition of Archstone-Smith Vornado, Starwood Capital and Walton Street in their $39 billion bid to buy Equity Office Properties Regency Centers in its $15.6 billion merger with Equity One Annaly Capital Management in its $1.5 billion acquisition of Hatteras Financial Corp. and its $900 million acquisition of MTGE Investment Corp. JAVELIN Mortgage Investment in its acquisition by ARMOUR Residential REIT The Special Committee of Starwood Waypoint Residential Trust in its merger with Colony American Homes and internalization of its manager, to create a combined company that will manage over 30,000 homes and have an aggregate asset value of $7.7 billion WP Glimcher in the formation of its $1.625 billion joint venture with O’Connor Capital Partners Colony Financial’s special committee of the board in its $740 million acquisition of the real estate and investment management business of Colony Capital Associated Estates in connection with a proxy contest by Land & Buildings Kimco in its $4 billion acquisition of the Pan Pacific shopping center REIT, and its strategic alliance with Valad Property Group of Australia Morgan Stanley and Onex in their $1.25 billion acquisition of the Town & Country apartment REIT Among the other notable cross-border and non-U.S.