Evan S. Simpson

M&A Transactions

• FTX Debtors in a series of asset sales in connection with the group’s Chapter 11 restructuring proceedings, including the sale of the FTX Japan business to bitFlyer Holdings, Inc. and the sale of the FTX Europe business to certain former FTX insiders
• Panama Canal Railway Company on its acquisition by A.P. Moller – Maersk for an aggregate purchase price of $700 million and related notes redemption
• Enhanced Group Inc. on its business combination with A Paradise Acquisition Corp., a special purpose acquisition company, and related listing on the New York Stock Exchange
• Stellantis on its $100 million anchor investment in ACG Acquisition Company Limited (ACG), a London Stock Exchange-listed special purpose acquisition company, in connection with the proposed acquisition of two mines in Brazil, the sale of Stellantis’s Brazilian and Portuguese cast iron components business to Tupy S.A. and the sale of Stellantis’s 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 acquire the Garrett business for $2.1 billion prior to filing for bankruptcy protection, Garrett’s bankruptcy court supervised auction including multiple bidders, and Garrett’s 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, the acquisition of Monsanto Company in an all-cash transaction for $66 billion, and the related antitrust divestitures of certain of Bayer’s crop science assets to BASF SE for €5.9 billion
• Swedish Match on its recommended cash offer to be acquired by Philips Morris International for approximately $16 billion
• TeliaSonera on various M&A matters, including the sale of Telia’s 51% 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 and the sale of Telia’s interest in Eurasian telecoms joint venture Fintur to Turkcell
• Alcatel Lucent S.A. on its acquisition by Nokia Corporation by way of a €15.6 billion SEC-registered exchange offer
• 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
• Funds advised by Apax Partners, the global private equity house, on the acquisition of Norva24 Group AB (publ), a leading player in the underground infrastructure maintenance (UIM) industry in Europe, for SEK 6.6 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, implemented through a UK scheme of arrangement
• 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 and Financing Transactions

• Octave Intelligence plc on its spin-off from Hexagon AB and dual-listing on Nasdaq US and Nasdaq Stockholm
• Royal Philips NV on various capital markets matters, including on its initial public offering 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
• ING Groep NV on various capital markets matters, including SEC-registered offerings of more than $20 billion in senior debt securities and additional tier 1 capital securities, as well as ongoing SEC reporting obligations and other corporate and securities matters
• Ferrovial NV on various capital markets matters, as well as ongoing SEC reporting obligations and other corporate and securities matters
• UBS Group AG on various capital markets matters, including its offerings of contingent convertible Additional Tier 1 capital notes in reliance on Rule 144A
• Allianz SE on various capital markets matters, including offerings in Restricted Tier 1 capital notes and Tier 2 subordinated notes in reliance on Rule 144A, and establishment of a US commercial paper program
• Bank of Ireland Group plc on various capital markets matters, including offerings of senior debt securities in reliance on Rule 144A
• Barclays PLC on various capital markets matters, including 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
• Diageo PLC on various capital markets matters, including SEC-registered offerings of more than $10 billion in senior guaranteed debt securities
• Standard Chartered PLC on various capital markets matters, including its offerings of Additional Tier 1 capital securities, subordinated debt securities and senior debt securities in reliance on Rule 144A, its tender offer for certain outstanding series of USD-denominated Additional Tier 1 capital securities, its consent solicitation to modify the terms of certain outstanding series of USD-denominated Additional Tier 1 capital securities, as well as on various venture capital investments, including in US-based analytics company Paxata and US-based distributed ledger technology company Ripple
• Apeiron Limited on various venture capital investments, including its equity and convertible notes investments in Rezolve AI
• Blue Pool Capital on various venture capital investments
• B-Flexion Capital on various venture capital investments
• Glick Family Investments on various venture capital investments
• The underwriters for European Investment Bank, the lending arm of the EU, on SEC-registered notes offerings totaling more than $90 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
• The underwriters for CPPIB Capital Inc., the financing subsidiary of Canadian pension fund Canada Pension Plan Investment Board, on offerings of guaranteed senior debt securities in reliance on Rule 144A/3(c)(7)
• The underwriters for PSP Capital Inc., the financing subsidiary of Canadian pension fund Public Sector Pension Investment Board, on offerings of guaranteed senior debt securities in reliance on Rule 144A/3(c)(7)
• The underwriters for European Bank for Reconstruction and Development on exempt offerings of senior debt securities in various currencies
• 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 combined Section 1145 exempt / private placement 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
• 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
• 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
• TeliaSonera on its $150 million investment in Spotify
• 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 offering of $1.3 billion senior secured notes in reliance on Rule 144A
• BG Group plc in the establishment of its sponsored ADR Program and its offerings of senior notes in reliance on Rule 144A
• Jaguar Land Rover PLC, advising the underwriters in connection with JLR’s offerings of high-yield senior notes in reliance on Rule 144A
• 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