Audra D. Cohen

Select M&A Transactions

• Adient in its agreement with Yanfeng Automotive Trim Systems (“YF”) to end its Yanfeng Adient Seating (“YFAS”) joint venture, under which Adient sold its interest in YFAS to YF for $1.21 billion and acquired YFAS’s interests in Chongqing Yanfeng Adient Automotive Components and in Yanfeng Adient (Langfang) Seating, and the restructuring of its previous joint venture relationships with YF
• Andeavor in its $35.6 billion acquisition by Marathon Petroleum and $6.4 billion acquisition of Western Refining
• AT&T in the $2 billion sale of its incumbent local exchange operations in Connecticut to Frontier Communications
• Avon Products in numerous transactions

• C&S Wholesale Grocers in its $1.9 billion pending acquisition of 413 stores, eight distribution centers and two offices that Kroger is proposing to divest in connection with Kroger and Albertsons Companies’ merger and acquisition of the wholesale distribution and supply business of Grocers Supply Company
• Collective Brands and its Board of Directors in its $2 billion sale to a consortium including Wolverine Worldwide, Blum Capital Partners and Golden Gate Capital
• Connecticut Water Service in its $1.1 billion acquisition by SJW Group
• Cronos Group in its $110 million purchase of an option to acquire a 10.5% ownership stake in PharmaCann; agreement with American actress, singer and director Kristen Bell in connection with the launch of Happy Dance™, a new line of Premium CBD Skincare; and $300 million acquisition of four of Redwood Holding Group’s operating subsidiaries, including its Lord Jones brand of CBD products
• Diageo in its agreement with Casa Cuervo to acquire full global ownership and control of Tequila Don Julio and in Diageo’s sale of Bushmills to Jose Cuervo Overseas and Diageo (and its predecessor Grand Metropolitan) in various transactions
• DiamondHead Holdings, a SPAC, in its $572 million merger with Great Southern Homes
• Dynegy in its proposed $4.7 billion acquisitions by The Blackstone Group and Icahn Enterprises
• Enbridge in its $14 billion pending acquisition of The East Ohio Gas Company, Questar Gas Company and its related Wexpro companies and Public Service Company of North Carolina from Dominion Energy
• FTX Trading in connection with multiple M&A deals arising from its Chapter 11 filing to generate funds for the estate, including its sale of LedgerX to MIAX, sale of its interest in Mysten Labs and sale of its stake in Sequoia Capital
• Haleon Group in its demerger from the GSK Group, making Haleon the world’s biggest stand-alone consumer health company
• Hershey Foods in numerous transactions including the proposed sale of Hershey by the Hershey Trust
• Intercontinental Exchange in its $8.2 billion acquisition of the NYSE and $5.2 billion acquisition of Interactive Data Corporation
• Investor group led by entrepreneur and sports card collector Nat Turner, D1 Capital Partners and Cohen Private Ventures in its $853 million acquisition of Collectors Universe
• Kraft Foods Group in its $55 billion merger with H.J. Heinz Company to create The Kraft Heinz Company
• LSC Communications in its corporate reorganization and acquisition by Atlas Holdings and proposed $1.4 billion acquisition by Quad/Graphics, later terminated
• NBTY in its $3.8 billion acquisition by The Carlyle Group
• Panera Bread in its $7.5 billion acquisition by JAB
• Pepco Holdings in its $6.8 billion acquisition by Exelon Corporation
• Quality Care Properties, a public REIT, in its acquisition of its primary tenant, HCR ManorCare, later withdrawn
• Quiet Logistics in connection with American Eagle’s $350 million acquisition of Quiet Logistics and strategic investments
• Riverstone Holdings and Pattern Energy Group Holdings 2 LP (Pattern Development) in connection with Canada Pension Plan Investment Board (CPPIB) and Riverstone’s combination of Pattern Energy Group Inc. and Pattern Development under common ownership following CPPIB’s acquisition of Pattern Energy Group
• Ron Shaich, founder, chairman, and former CEO of Panera Bread, in connection with his investment vehicle Act III Holdings’ equity investment in PAR Technology with respect to PAR’s $500 million acquisition of Punchh; Act III’s investment in BJ’s Restaurants; and Act III’s significant equity investment in Cava Group, to finance the $300 million acquisition of Zoe’s Kitchen
• RR Donnelley & Sons in numerous transactions, including its spin-off of its financial print and PRS businesses to create three independent, publicly traded companies and numerous acquisitions, including of Consolidated Graphics and Bowne & Co.
• Wachovia in its initial merger discussions with Citigroup and the government and its ultimate $15.1 billion merger with Wells Fargo
• ZF Friedrichshafen in its $12.4 billion acquisition of TRW Automotive Holdings

Select Director and Committee Representations

• Adient in its cooperation agreement with Blue Harbour Group
• Board of directors of Albertsons in the $17.4 billion sale of Albertsons to SUPERVALU, CVS Corporation and Cerberus Capital Management
• Independent Directors of Cronos in various matters
• Dynegy in its proposed acquisitions by The Blackstone Group and Icahn Enterprises
• Independent directors and strategic review committee of First Data Corporation in connection with the $29 billion buyout by KKR
• Transactions committee of the board of directors of PepsiAmericas in its $4.2 billion sale to PepsiCo.
• Special Committee of independent directors of SciPlay in its pending acquisition by Light & Wonder
• Sempra Energy in its cooperation agreement with Elliott Management and Bluescape Energy Partners
• Special Committee of Tanker Investments in connection with its merger with Teekay Tankers

Select Publications and Speaking Engagements

• “Hot Topics in M&A Practice,” Tulane Corporate Law Institute (Panelist, 2023)
• “Public Company M&A Deals” and “Public Company M&A: Turbulent Waters,” 37th, 38th and 39th Annual Federal Securities Institute (Panelist, 2019, 2020 and 2023)
• “Corporate Governance Feature: Shareholder Activism in the Regulated Utility Sector,” The M&A Lawyer (co-author, 2022)
• “Shareholder Activism in the Regulated Utility Sector,” Financier Worldwide (co-author, 2022)
• “Distressed M&A,” PLI’s Mergers & Acquisitions 2021: Advanced Trends and Developments (Moderator, 2021)
• “Market Trends 2020/21: PIPEs,” Lexis Practice Advisor (co-author, 2021)
• “Accelerating and Evolving Role of ESG and ‘Stakeholder’ Governance,” PLI’s Preparing for Shareholder Activism: What You Need to be Doing Now 2020 (Panelist, 2020)
• “Planning for the Unpredictable: Proactive Scenario Planning by Boards of Consumer & Retail Companies,” WomenCorporateDirectors Global Institute (Panelist, 2020)
• “Deal Activism: How Dealmakers Can Prepare for and Respond to Activist Campaigns Against M&A Transactions,” PLI’s Preparing for Shareholder Activism: What You Need to be Doing Now 2018 (Panelist, 2018)
• “M&A Roundup: Today’s Deal Landscape,” PLI’s 49th Annual Institute on Securities Regulation (Panelist, 2017)
• “What’s Trending in M&A?” PLI’s 48th Annual Institute on Securities Regulation (Panelist, 2016)
• “Top Ten Regulatory Considerations for Executing Consumer and Retail Deals,” Bloomberg BNA (co-author, 2016)
• “Hostile M&A,” PLI’s Hot Topics in Mergers and Acquisitions 2016 (Panelist, 2016)