Digital Infrastructure & Telecommunications
Mr. Crofton’s expertise includes a broad range of complex, high-profile digital infrastructure transactions, including advising telecommunications, wireless, satellite and data center companies on significant mergers, acquisitions and strategic combinations, including advising on the following:
- OpenAI on its $1 billion strategic partnership with SB Energy, as part of Stargate, that will support the build out of next-generation artificial intelligence and energy infrastructure in the United States
- Abrams Capital Management in the sale of Netrality Data Centers to Macquarie Infrastructure Partners IV
- AT&T in its $67 billion acquisition of DIRECTV
- Bright House Networks in its three-way combination with Charter Communications and Time Warner Cable, creating an $80 billion cable company
- DISH Network matters, including:
- Merger with EchoStar
- Agreement with T-Mobile, Sprint and the U.S. DOJ under which DISH acquired Sprint’s prepaid wireless business and entered the U.S. wireless market as the fourth nationwide facilities-based provider
- Liberty Latin America’s $256 million acquisition of DISH spectrum assets in Puerto Rico and the U.S. Virgin Islands and prepaid mobile subscribers
- Acquisitions of Republic Wireless and Ting Mobile
- Acquisition of hardware, software and OTT assets from EchoStar in exchange for DISH’s interests in Hughes Retail Group
- $10 billion unsolicited offer for Clearwire Corporation (later terminated)
- L3Harris transactions involving communications- and data-centric businesses, including its $1.96 billion acquisition of Viasat’s Tactical Data Links product line, which provides an integrated network across aircraft, ground vehicles, surface vessels and operating bases to securely share voice and data communications
- Watlow, an industrial technology and manufacturing company that designs and produces thermal monitoring systems widely used in the semiconductor space, in its sale to Tinicum L.P.
Diversified Industrials
Mr. Crofton’s expertise includes a broad range of complex high-profile diversified industrials matters, including advising on the following:
- Ally Financial in the $4.2 billion sale of its automotive lending operations in Europe and Latin America, as well as its share in a joint venture in China, to a subsidiary of General Motors
- Bosch (Germany) in its acquisition of the global HVAC solutions business for residential and light commercial buildings from Johnson Controls (U.S./Ireland) and the acquisition of the Johnson Controls-Hitachi Air Conditioning joint venture for approximately $8 billion
- Cementos Argos (Colombia) in the $3.2 billion combination of its U.S. operations with Summit Materials and as Summit Materials’ largest shareholder in its $11.5 billion acquisition by Quikrete Holdings
- The Goodyear Tire & Rubber Company in the $905 million sale of its Off-the-Road tire business to The Yokohama Rubber Company (Japan)
- Stockholders of International Specialty Products in connection with its $3.2 billion sale to Ashland
- K+S AG (Germany) in its $3.2 billion sale of its Americas salt business to Stone Canyon Industries Holdings, Mark Demetree and affiliates
- L3Harris (formerly Harris Corporation) matters, including:
- $35 billion merger of equals between Harris Corporation and L3 Technologies
- $800 million sale of its Commercial Aviation Solutions business to TJC
- $1.05 billion sale of its Military Training business to CAE (Canada)
- $4.6 billion acquisition of Exelis
- $350 million sale of its Night Vision business to Elbit Systems of America
- Navistar International in its $3.7 billion acquisition by TRATON (formerly Volkswagen Truck & Bus) (Germany) and strategic alliance with TRATON including an equity investment in Navistar by TRATON and framework agreements for strategic technology and supply collaboration and a procurement joint venture
- Oasis Systems in its combination with ERC, a portfolio company of Brightstar Capital Partners
- Outerstuff in connection with its close on an investment by private equity funds affiliated with The Blackstone Group, resulting in a 50/50 economics and governance structure
- Standard Building Solutions matters, including:
- $7 billion acquisition of W. R. Grace & Co.
- Acquisition of Quest Construction Products
- $2.1 billion acquisition of Braas Monier Building Group (Luxembourg/Germany)
- GAF in its €1 billion acquisition of Icopal (Denmark) from Investcorp Ltd
- Standard Investments and Standard Building Solutions, as the largest stockholders in GCP Applied Technologies, in connection with Saint-Gobain’s (France) $2.3 billion acquisition of all outstanding shares of GCP
- Tenaris S.A. (Luxembourg) in its $1.2 billion acquisition of IPSCO Tubulars from PAO TMK (Russia) and $335 million sale of Republic Conduit to Nucor
- UIL Holdings in its $4.6 billion acquisition by Iberdrola (Spain)
- United Rentals in its successful topping bid to acquire Neff Corporation for $1.3 billion
- The Weir Group (U.K.) in its $405 million sale of its Oil & Gas division to Caterpillar and $1.3 billion acquisition of ESCO
Healthcare and Life Sciences
Mr. Crofton has deep experience advising leaders in the healthcare and life sciences industry, including advising:
- AbbVie in its $55 billion proposed acquisition of Shire (U.K.) (later terminated)
- Apple Tree Partners as the majority shareholder in Syntimmune, in Syntimmune’s acquisition by Alexion Pharmaceuticals for up to $1.2 billion
- Bausch Health Companies in its pending acquisition of DURECT Corporation for cash and CVRs
- Biohaven Pharmaceuticals in its $11.6 billion acquisition by Pfizer, acquisition of Channel Biosciences, a subsidiary of Knopp Biosciences, and its Kv7 channel targeting platform; $1.24 billion strategic commercialization arrangement with Pfizer for rimegepant in markets outside of the U.S., as well as rights to zavegepant; and $100 million sale of tiered, sales-based participation rights on future global net sales of products containing rimegepant (BHV-3000) or BHV-3500 and $50 million sale of common shares to Royalty Pharma
- Blackstone in connection with Precision Medicine Group’s major investment and recapitalization
- INC Research in its $7.4 billion merger of equals with inVentiv Health, creating Syneos Health
- Optimer Pharmaceuticals in its $800 million acquisition by Cubist Pharmaceuticals
- Organon in its $11.75 billion pending acquisition by Sun Pharmaceutical Industries
- Stryker Corporation in its $2.8 billion acquisition of Sage Products from Madison Dearborn Partners
- Terumo Corporation (Japan) in its $1.1 billion acquisition of certain vascular closure product lines and access technologies from Abbott Laboratories and St. Jude Medical
- TruBridge in its $557 million acquisition by Inventurus Knowledge Solutions
Other Matters. Mr. Crofton also advises clients in other industries. Selected representations are listed below:
- Benefitfocus in its $570 million acquisition by Voya Financial
- Brands in its $2 billion sale and post-closing division of business operations to a consortium including Wolverine Worldwide, Blum Capital Partners and Golden Gate Capital
- Dynegy in its proposed take-private transactions with The Blackstone Group and Icahn Enterprises
- Eastman Kodak Company in asset sale transactions in connection with its emergence from Chapter 11 bankruptcy proceedings
- Genesis Robotics in its strategic, controlling investment from Koch Chemical Technology Group, a unit of Koch Industries
- Hanzade Doğan, the founder of D-Market Electronic Services & Trading (“Hepsiburada”) (Turkey), and certain of her family members in Kaspi.kz's (Kazakhstan) $1.127 billion pending acquisition of 65% of the outstanding share capital of Hepsiburada
- HelloFresh (Germany) in its $277 million acquisition of Factor75
- Unisys in its $1.2 billion sale of its U.S. Federal business to Science Applications International
