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. © Copyright 2018 Jenner & Block LLP. 353 North Clark Street Chicago, IL 60654-3456. Jenner & Block is an Illinois Limited Liability Partnership including professional corporations. Attorney Advertising. Prior results do not guarantee a similar outcome. 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