Evan S. Simpson

M&A/PE Transactions

• The FTX Debtors in the sale of their Japan business to bitFlyer Holdings, Inc.
• Stellantis in its $100 million anchor investment in ACG Acquisition Company Limited (ACG), a London Stock Exchange-listed special purpose acquisition company, which acquired two mines in Brazil for an enterprise value of $1 billion
• Stellantis N.V. on the sale of the Brazilian and Portuguese cast iron components business of to Tupy S.A. and in its agreement to sell its Mexican cast iron automotive components business to Cummins Inc.
• Garrett Motion Inc. on its reorganization pursuant to a voluntary Chapter 11 bankruptcy proceeding, including its stalking horse purchase agreement with KPS Capital Partners to buy its business for $2.1 billion prior to filing for bankruptcy protection, its bankruptcy court supervised auction including multiple bidders, and its ultimate agreement to be acquired by a consortium of its stockholders led by Centerbridge Partners and Oaktree Capital at an enterprise value of approximately $3.1 billion
• Bayer AG on the sale of its animal health business to Elanco Animal Health Incorporated for aggregate cash and share consideration of $7.6 billion, as well as Bayer’s agreement to acquire Monsanto Company in an all-cash transaction for $66 billion and subsequent antitrust divestitures of certain of its crop science assets to BASF SE for €5.9 billion

• West Street Infrastructure Partners IV (a fund managed by Goldman Sachs Asset Management) on its recommended cash tender offer to acquire Adapteo Plc for SEK 8.1 billion
• Seedrs Limited, a UK-based private investments platform, on its acquisition by OpenDeal Inc. (d/b/a Republic) for total consideration of approximately $100 million, to be implemented through a UK scheme of arrangement
• Rhône Capital LLC and its affiliated investment vehicles on a number of transactional matters, including the acquisition of Fogo de Chão in an all cash merger valued at $560 million and the acquisition of the bakery supplies business of CSM NV for €1 billion
• TeliaSonera on the sale of its 51.3 percent indirect interest in the Azeri telecommunications operator Azercell LLC, to Azerbaijan International Telecom LLC, a company wholly owned by the Republic of Azerbaijan, for €222 million
• Alcatel Lucent S.A. on its acquisition by Nokia Corporation by way of a €15.6 billion SEC-registered exchange offer
• Coca-Cola HBC AG on its redomiciliation from Greece to Switzerland by way of an SEC-registered exchange offer and triple listing on the NYSE, LSE and Athens Exchange
• ING Groep N.V. on the disposition of its Latin American pensions, life insurance and investment management business for total consideration of €2.6 billion
• Canada Pension Plan Investment Board, while on secondment to the CPPIB Infrastructure team, on its €376 million investment in Interparking, one of Europe’s largest car park management companies, and its $807 million acquisition of an interest in Transportadora de Gas del Perú S.A., a Peruvian natural gas pipeline company

Capital Markets Transactions

• The underwriters for OMERS Finance Trust in connection with the offerings of more than C$[20] billion of notes fully and unconditionally guaranteed by OMERS Finance Corporation in reliance on Rule 144A / Section 3(c)(7)
• Allianz SE in its $1.25 billion offering of Tier 2 Fixed Rate notes
• UBS Group AG in its $3.5 billion offering of two tranches of contingent convertible notes qualifying as additional tier 1 capital for Swiss regulatory purposes to US investors in reliance on Rule 144A
• Garrett Motion Inc. on its $1.3 billion Series A Preferred Stock financing in connection with its emergence from Chapter 11 bankruptcy proceedings, including a bifurcated equity rights offering to its existing stockholders
• Bayer AG on its SEC-registered resale of 54.5 million shares of Elanco Animal Health Incorporated for $1.6 billion and other related sell-down transactions
• Goldman Sachs Group on various capital markets matters, including as shareholder’s counsel for its SEC-registered secondary offerings of shares in Nasdaq-listed HeadHunter Group PLC, as shareholder’s counsel in connection with the NYSE-listed IPO of IHS Holding Limited and on its underwriting of a $362 million rights issue by Expro Group
• ING Groep N.V. on its SEC-registered offerings of more than $19.5 billion senior debt securities and additional tier 1 capital securities, as well as ongoing SEC reporting obligations and other corporate and securities matters
• Diageo PLC on its SEC-registered offerings of more than $10.7 billion in senior debt securities
• Royal Philips N.V. on various capital markets matters, including on its IPO of the Philips Lighting business (now renamed Signify) at a market capitalization of €3 billion and its liability management tender offer for $400 million for its outstanding SEC-registered debt securities
• European Investment Bank, the lending arm of the EU, advising the underwriters on SEC-registered notes offerings totaling more than $79 billion since 2010, including on EIB’s inaugural offerings of SEC-registered Climate Awareness Bonds (CABs), with the proceeds allocated to focus on renewable energy and energy efficiency, and Sustainability Awareness Bonds (SABs), with the proceeds allocated to broader environmental and social sustainability objectives in line with EU sustainable finance legislation
• Standard Chartered PLC on various capital markets matters, including its offerings of senior debt securities and additional tier 1 capital securities in reliance on Rule 144A/Regulation S, its tender offer for certain outstanding series of USD-denominated additional tier 1 capital securities and its consent solicitation to modify the terms of certain outstanding series of USD-denominated additional tier 1 capital securities, as well as its venture capital investments in US-based analytics company Paxata and US-based distributed ledger technology company Ripple
• Barclays PLC on its SEC-registered offerings of additional tier 1 capital securities, subordinated debt securities and senior debt securities, the selldown of its stake in Barclays Africa Group Limited and its £5.8 billion SEC-registered rights offering
• Bank of Ireland Group plc on its offerings of senior debt securities in reliance on Rule 144A/Regulation S
• TeliaSonera on its $150 million investment in Spotify A.S.
• Entra ASA, the Norwegian state-owned commercial real estate company,on its NOK 2.7 billion privatization and IPO
• Alcatel Lucent S.A. on its €955 million rights offering private placements with qualified institutional buyers in the United States
• Dolphin Energy Limited, a natural gas company operating in Qatar and the United Arab Emirates, on its Rule 144A/Reg S offering of $1.3 billion senior secured notes
• BG Group plc in the establishment of its sponsored ADR Program and its Rule 144A/Reg S offerings of $1 billion senior notes and $3 billion senior notes
• Jaguar Land Rover PLC, advising the underwriters in connection with JLR’s offerings of high-yield senior notes in reliance on Rule 144A/Regulation S
• Pershing Square, L.P. in connection with its participation in Justice Holdings Limited, a £900 million special purpose acquisition vehicle listed on the London Stock Exchange

Capital Markets Transactions

• Global debtors of FTX Trading Limited in its Chapter 11 bankruptcy and cross-border insolvency