Jeannette E. Bander

Mergers & Acquisitions

Consumer & Retail

• American Express in its pending acquisition of Tock from Squarespace
• C&S Wholesale Grocers in its $2.9 billion pending acquisition of assets that The Kroger Co. is proposing to divest in connection with Kroger and Albertsons Companies’ merger
• Motivate, the operator of CitiBikes and the largest bikeshare operator in North America, in its acquisition by Lyft
• NMG, parent company of Neiman Marcus and Bergdorf Goodman, in its $2.65 billion pending acquisition by HBC, parent company of Saks Fifth Avenue
• Subway in its acquisition by Roark Capital

Financial Services

• Allianz and Allianz Global Investors in connection with Voya Investment Management’s acquisition of the substantial majority of the U.S. business of Allianz Global Investors
• Bank of America, Barclays, Citadel Securities, Citi, Goldman Sachs, J.P. Morgan and Wells Fargo, along with Jump Trading Group, Morgan Stanley and Tower Research Capital in their minority investment in BGC Group’s Fenics Markets Xchange, which has a post-money equity valuation of $667 million

• BNP Paribas in its $16.3 billion sale of Bank of the West to BMO Financial Group
• Citadel Securities in connection with Sequoia’s and Paradigm’s $1.15 billion minority investment in Citadel
• Credit Suisse in the sale of its Securitized Products Group and other related financing businesses to Apollo Global Management
• DOXA Insurance in a series of acquisitions
• Goldman Sachs Asset Management in its acquisition of DOXA Insurance Holdings
• HSBC Holdings in the sale of its U.S. credit card portfolios to First Bank & Trust and Fidem
• Newtek Business Services in its acquisition of National Bank of New York City
• NorthStar Realty Europe in its $860 million acquisition by AXA Investment Managers
• Opus Bank in its $1 billion acquisition by Pacific Premier Bancorp
• Rhône Capital and Fogo de Chão in connection with Fogo de Chão’s $1.1 billion acquisition by Bain Capital Private Equity
• Rhône Group in its $3.96 billion sale of its equity interest in Garda World Security (GardaWorld) to GardaWorld’s Founder, Chairman & CEO Stephan Crétier, funds advised by BC Partners and others
• Wells Fargo & Company in its $750 million sale of its Corporate Trust Services (CTS) business to Computershare

Healthcare & Life Sciences

• Amgen in its $10.5 billion acquisition of Onyx Pharmaceuticals
• EssilorLuxottica and Grandvision in connection with Optic Retail International Group BENE’s acquisition of 142 EyeWish stores in the Netherlands and 35 GrandOptical stores in Belgium
• Stemcentrx in its $9.8 billion sale to AbbVie
• Verily Life Sciences, an Alphabet company, in its joint venture with Santen Pharmaceutical Co., $1 billion investment round, led by Silver Lake and including Ontario Teachers’ Pension Plan and other global investment management firms and $800 million investment by Temasek

Manufacturing & Industrials

• Bosch in its pending acquisition of the global HVAC solutions business for residential and light commercial buildings from Johnson Controls and the acquisition of the Johnson Controls-Hitachi Air Conditioning joint venture for approximately $8 billion
• California Resources Corporation in its $2.1 billion all-stock combination with Aera Energy
• Cementos Argos in connection with its U.S. operations, Argos North America Corp.’s $3.2 billion combination with Summit Materials
• CNH Industrial in connection with its $175 million acquisition of Hemisphere GNSS from Unistrong, TCOM Holdings’ acquisition of Aerostar International from Raven Industries, and its $2.1 billion acquisition of Raven Industries
• Flix in its definitive agreement for EQT Future and Kühne Holding to acquire a 35% minority stake in Flix
• The Goodyear Tire & Rubber Company in the pending $905 million sale of its Off-the-Road tire business to The Yokohama Rubber Company
• Hyzon Motors in its business combination with SPAC Decarbonization Plus Acquisition Corporation, under which Hyzon became a publicly listed company with an implied $2.1 billion equity value
• Ontario Teachers’ Pension Plan Board in its sale of an equity stake in SeaCube Container Leasing to Wren House Infrastructure, in connection with its subsidiary’s acquisition of a minority stake in Orva Parent and in connection with its subsidiary’s acquisition of a minority stake in Epic Games
• Stellantis (formerly Fiat Chrysler Automobiles) in its $60 billion 50/50 merger with Peugeot
• Stellantis (formerly Fiat Chrysler Automobiles) and Magneti Marelli in the $6.5 billion sale of the Magneti Marelli automotive components business to KKR portfolio company CK Holdings Co., a holding company of Calsonic Kansei Corporation
• Volkswagen Group and its subsidiary Electrify America, a leading network of electric vehicle fast chargers, in the $450 million investment by Siemens and VW to support the more-than-doubling of Electrify America’s charging infrastructure to 10,000 ultra-fast chargers at 1,800 charging stations by 2026

Real Estate

• GGP in its $28 billion acquisition by Brookfield Property Partners
• Vornado Realty Trust in its spinoff of Urban Edge Properties

Sports & Entertainment

• Cablevision in its $18 billion sale to Altice
• DraftKings in its pending acquisition of Simplebet, $750 million acquisition of Jackpocket, $1.6 billion acquisition of Golden Nugget Online Gaming and commercial agreement with Fertitta Entertainment, and acquisition of Vegas Sports Information Network
• Madison Square Garden Entertainment in its spin-off of its traditional live entertainment business
• MSG Networks in its spin-off of The Madison Square Garden Company, now known as Madison Square Garden Sports
• RedBird Capital Partners in connection with Skydance Investor Group’s investment of more than $8 billion as part of Skydance Media and Paramount Global’s agreement to form “New Paramount” and in connection with its, Ben Affleck and Matt Damon’s launch of Artists Equity

Technology, Media, and Telecommunications

• Alibaba in its $2 billion investment in Lazada
• Ascribe Capital as an investor in Fuse Media in connection with the acquisition of a majority, controlling interest in Fuse by a management group headed by Fuse’s CEO
• ASGN (formerly On Assignment) in its acquisition of Iron Vine Security, $350 million acquisition of GlideFast Consulting, acquisitions of Enterprise Resource Performance, Indrasoft and $525 million sale of Oxford Global Resources to H.I.G. Capital
• AT&T in its $108.7 billion acquisition of Time Warner
• Benefitfocus in its $570 million acquisition by Voya Financial
• ConsenSys in its acquisition of Quorum® and $450 million Series D financing round, which brought its valuation to over $7 billion
• HUMAN Security in its acquisition of clean.io
• Juniper Networks in its acquisition of Apstra, $450 million acquisition of 128 Technology and $405 million acquisition of Mist Systems
• Leonardo DRS in its merger with RADA Electronic Industries
• NewtekOne in its pending sale of Newtek Technology Solutions to Paltalk
• Oaktree Capital Management in connection with its strategic investment in Acumera
• Oasis Systems in its combination with ERC, a portfolio company of Brightstar Capital Partners
• PowerA in its acquisition by ACCO Brands for total consideration of $395 million
• Rio Development in connection with its team joining Eigen Labs and acquisition of the code and intellectual property from Rio Network by the Eigen Foundation
• Saama Technologies in the strategic growth investment and acquisition of a majority stake in Saama by Carlyle and a co-investor group for up to $430 million
• Symbotic in its and SoftBank’s establishment of GreenBox Systems and its approximately $7.5 billion new customer contract with GreenBox and $5.5 billion merger with SVF Investment Corp. 3, a SPAC sponsored by an affiliate of Softbank Investment Advisers
• TheNotCompany in its joint venture with The Kraft Heinz Company
• Yuga Labs in its acquisition of PROOF

Governance & Restructuring

• California Resources Corporation in its successful emergence from Chapter 11
• Eastman Kodak Company in connection with its bankruptcy proceeding, including approval of contested incentive arrangements
• FTX Debtors in the sale of their Japan business to bitFlyer Holdings
• Kidde-Fenwal in the sale of substantially all of its assets and certain contributed assets to an affiliate of Pacific Avenue Capital Partners
• Pacific Drilling in its Chapter 11 filing
• Primorsk International Shipping in its sale process and Chapter 11 proceeding
• SVB Financial Group in the sale of its investment banking business, SVB Securities, to a management team bidder group led by Jeff Leerink, SVB Securities’ Chief Executive Officer and Founder, and backed by funds managed by The Baupost Group
• The management team of Talen Energy in connection with the company’s Chapter 11 cases
• White Star Petroleum in its sale process and Chapter 11 proceeding
• A variety of private equity leveraged buyouts, governance and compensation matters
• Executives, boards and companies in connection with senior executive appointments and transitions or other governance matters, including AMC Networks, Cablevision, Cheniere Energy, Columbia Banking System, Fiat Chrysler Automobiles, Madison Square Garden Sports and Wells Fargo

Publications

• “Prevalence of Section 280G Gross Ups in Recent M&A Deals” in the February 2018 issue of The M&A Lawyer (co-author)