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
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.
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
- 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
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
