Stephen M. Kotran

Selected representations include advising a principal or a financial advisor in the following transactions:

Asset Management

• Supervisory Board of Aegon in its $5 billion combination with a.s.r., pursuant to which Aegon combined its Dutch pension, life and non-life insurance, banking, and mortgage origination activities with a.s.r.
• Allfunds Group in its €5.3 billion pending acquisition by Deutsche Börse
• Angelo Gordon in its approximately $2.7 billion acquisition by TPG
• Evercore Partners in its acquisition of the private fund placement agent business of Neuberger Berman and its acquisition of ISI International Strategy & Investment

• AvidXchange Holdings in its $2.2 billion pending acquisition by TPG, in partnership with Corpay
• The Special Committee of the Board of Directors of Focus Financial Partners in its $7 billion acquisition by Clayton, Dubilier & Rice
• Generali Investments Holding (“GIH”), a subsidiary of Assicurazioni Generali S.p.A. (“Generali”), in its agreement with BPCE S.A. to create a 50/50 joint venture between their respective asset management operations, GIH and Natixis Investment Managers, which is expected to hold assets and activities valued at approximately €9.5 billion in total and manage €1.9 trillion in assets under management
• Gores Guggenheim, a SPAC, in its $20 billion business combination with Polestar Performance
• Intertrust in connection with Corporation Service Company’s EUR 1.8 billion recommended public offer for Intertrust
• the Special Committee of Janus Henderson Group in its $7.4 billion pending acquisition by Trian Fund Management and General Catalyst Group Management
• ORIX USA Corporation in its acquisition Boston Financial Investment Management
• Triumph Group in its $3 billion acquisition by affiliates of Warburg Pincus and Berkshire Partners

Banking

• Goldman, Sachs & Co. in multiple strategic transactions
• Wells Fargo Bank in its acquisition of the North American reserved-based and related diversified energy lending business of BNP Paribas

Commercial Real Estate

• PotlatchDeltic in its $5 billion combination with CatchMark Timber Trust, and in its $8.2 billion merger of equals with Rayonier
• PropertyGuru in its $1.78 billion business combination with Bridgetown 2 Holdings, a SPAC formed by Pacific Century and Thiel Capital
• Unibail-Rodamco in connection with its $24.7 billion acquisition of Westfield Corporation
• Annaly Capital Management in its $2.3 billion sale of its Commercial Real Estate business to Slate Asset Management

Consumer & Retail

• adidas in its €2.1 billion sale of Reebok to Authentic Brands
• Billabong International in its acquisition of the assets of RVCA
• Capri Holdings in its $1.4 billion sale of Versace to Prada and $8.5 billion proposed acquisition by Tapestry, later terminated
• Conagra Brands in its $10.9 billion acquisition of Pinnacle Foods
• DeepGreen Metals in its $2.9 billion business combination with SPAC Sustainable Opportunities Acquisition Corporation
• DICK’S Sporting Goods in a $2.5 billion acquisition of Foot Locker
• Forest Road Acquisition Corp., a SPAC, in its $2.9 billion three-way merger with The Beachbody Company and Myx Fitness
• Grubhub in its $7.3 billion acquisition by Just Eat Takeaway.com, creating the world’s largest online food delivery company outside of China
• Board of Directors of Kellanova in its $35.9 billion pending acquisition by Mars
• Keurig Dr Pepper in its $22.5 billion pending acquisition of JDE Peet’s
• Performance Food Group in its $2.5 billion acquisition of Core-Mark
• Poshmark in its $1.2 billion acquisition by Naver
• Rover Group in its $2.3 billion acquisition by Blackstone
• TH International in its merger with SPAC Silver Crest Acquisition Corporation, implying an enterprise value of $1.4 billion for Tims China
• TreeHouse Foods in its $2.9 billion pending acquisition by Industrial F&B Investments
• WK Kellogg, in connection with its acquisition by The Ferrero Group

Energy & Natural Resources

• Baker Hughes in its $13.6 billion pending acquisition of Chart Industries
• Diamondback Energy in its $2.2 billion acquisition of QEP Resources
• DNOW in its approximately $1.5 billion merger with MRC Global
• Energy Harbor in its $6.8 billion merger with and into a newly formed subsidiary of Vistra, referred to generally as “Vistra Vision”
• Hygo Energy Transition in its $3.1 billion acquisition by New Fortress Energy
• NuStar Energy in its $7.3 billion acquisition by Sunoco
• OPAL Fuels in its $1.75 billion acquisition by ArcLight Clean Transition Corp. II, a publicly-traded SPAC
• Parkland (Canada) in its $9.1 billion acquisition by Sunoco
• Patterson-UTI Energy in its $5.4 billion combination with NexTier Oilfield Solutions
• Saipem S.p.A. in its binding merger agreement with Subsea 7 S.A
• Sempra Energy in its $3.59 billion sale of its Peruvian businesses, including its 83.6% stake in Luz del Sur, to China Yangtze Power International (Hongkong) Co. and $2.23 billion sale of its Chilean businesses, including its 100% stake in Chilquinta Energía, to State Grid International
• TIAA-CREF in connection with TIAA Oil and Gas Investments’ acquisition of a 35% interest in Cricket Valley Energy Center from APNA Holdings, a subsidiary of Advanced Power AG

Financial Services

• Aspen Insurance Holdings Limited in its $3.5 billion acquisition of the issued Class A ordinary shares by Sompo International Holdings
• Brighthouse Financial in its $4.1 billion pending acquisition by Aquarian Capital
• The Fortegra Group in its $1.65 billion pending acquisition by DB Insurance
• Global Payments’ $24.3 billion acquisition of Worldpay from FIS and affiliates of GTCR and FIS’ concurrent $13.5 billion acquisition of Global Payments’ Issuer Solutions business
• HDFC Limited in its approximately $60 billion merger with HDFC Bank
• MF Global in connection with certain pre-bankruptcy strategic alternatives
• Nexi S.p.A. in its merger with SIA S.p.A., which created one of the ten largest companies by capitalization on the Italian market
• Nu Skin Enterprises in connection with its Rhyz subsidiary’s $250 million sale of its Mavely affiliate marketing technology platform to Later, a portfolio company of Summit Partners

Fintech

• Circle Internet Financial in its $9 billion proposed business combination with SPAC Concord Acquisition Corp, later withdrawn
• Electronic Merchant Systems in a strategic majority investment by BharCap Partners
• TradeStation Group in its $1.43 billion proposed business combination with Quantum FinTech Acquisition Corporation, a SPAC, later terminated

Healthcare

• 2seventy bio in its approximately $286 million pending acquisition by Bristol Myers Squibb
• Agios Pharmaceuticals in its $2 billion sale of its commercial, clinical and research-stage oncology portfolio to Servier
• AveXis in its $8.7 billion acquisition by Novartis
• Avidity Biosciences in its $12 billion pending acquisition by Novartis and concurrent spin-off of its early-stage precision cardiology programs
• Bristol Myers Squibb in its $4.8 billion acquisition of Mirati Therapeutics
• ChemoCentryx in its $3.7 billion acquisition by Amgen
• Genomic Health in its $2.8 billion combination with Exact Sciences
• Heska in its $1.35 billion acquisition by Mars
• HMS in its $3.4 billion acquisition by Veritas Capital-backed Gainwell Technologies
• Immunomedics in its $21 billion acquisition by Gilead Sciences
• Jazz Pharmaceuticals in its acquisition of $7.2 billion GW Pharmaceuticals
• Karuna Therapeutics in its $14 billion acquisition by Bristol Myers Squibb
• Matrixx Initiatives in its sale to H.I.G. Capital
• Meridian Bioscience in its $1.53 billion acquisition by SD Biosensor and SJL Partners
• MyoKardia in its $13.1 billion acquisition by Bristol Myers Squibb
• Novo Nordisk in its $11 billion acquisition of three fill-finish sites from Novo Holdings, in connection with Novo Holdings’ $16.5 billion acquisition of Catalent
• Owens & Minor in its $1.6 billion acquisition of Apria
• Premier in its $2.6 billion pending acquisition by an affiliate of Patient Square Capital
• Special Committee of the Board of Directors of R1 RCM in its $8.9 billion acquisition by investment funds affiliated with TowerBrook Capital Partners and Clayton, Dubilier & Rice
• Sage Therapeutics in its $795 million acquisition by Supernus Pharmaceuticals
• Semler Scientific in its $1.3 billion acquisition by Strive

Industrials & Chemicals

• 3M in the $9.3 billion combination of its food safety business with NEOGEN Corporation
• Aerojet Rocketdyne in its $5 billion proposed acquisition by Lockheed Martin, later terminated
• Allegiant in its $1.5 billion pending merger with Sun Country Airlines
• Altra Industrial Motion Corp. in its $5 billion acquisition by Regal Rexnord
• Atlantia in its €9 billion sale of its stake in Autostrade to a consortium consisting of CDP, Blackstone and Macquarie
• The AZEK Company in its $8.75 billion acquisition by James Hardie Industries
• Castor Maritime in the spin-off of its tankers business through a new Nasdaq-listed company, Toro Corp.
• CIRCOR International in its more than $1.7 billion acquisition by KKR
• Cooper Tire & Rubber Company in its $2.5 billion acquisition by The Goodyear Tire & Rubber Company
• Cytec Industries in its $6.4 billion acquisition by Solvay and the divestment of its Coating Resins business to Advent International
• Delphi Technologies in its $3.3 billion acquisition by BorgWarner
• Diversey Holdings in its approximately $4.6 billion acquisition by Solenis
• Dycom Industries in its $1.95 billion acquisition of Power Solutions
• Emerson in its $8.2 billion acquisition of National Instruments, $14 billion sale of a majority stake in its Climate Technologies business to private equity funds managed by Blackstone and in its agreement with AspenTech under which it created a diversified, high-performance industrial software leader for $11 billion
• Enviri Corporation in its $3.04 billion pending sale of Clean Earth to Veolia Environnement and spin-off of its Harsco Environmental and Rail businesses
• Firmenich in its €25.3 billion business combination with DSM
• FLIR Systems in its $8 billion acquisition by Teledyne Technologies
• Hawaiian Holdings in connection with Hawaiian Airlines’ $1.9 billion acquisition by Alaska Airlines
• HD Supply Holdings in its $8 billion acquisition by The Home Depot and sale of White Cap to Clayton, Dubilier & Rice
• Ingersoll Rand in its “Reverse Morris Trust” transaction whereby Ingersoll Rand spun-off its Industrial segment and simultaneously merged the Industrial segment with and into Gardner Denver in a combination valued at about $15 billion
• JERA Americas in connection with Global Infrastructure Partners’ $2.5 billion sale of its 25.7% interest in Freeport LNG Development to JERA Americas
• Knoll in its $1.8 billion acquisition by Herman Miller and PIPE transaction, consisting of the sale of newly issued convertible preferred stock to Investindustrial VII L.P.
• Local Bounti in its $1.1 billion merger with Leo Holdings III Corp., a publicly-traded SPAC
• Masonite International Corporation in its $3.9 billion acquisition by Owens Corning
• Milacron in its acquisition by CCMP Capital Advisors from Avenue Capital Group
• Momentus in its $1.2 billion acquisition by SPAC Stable Road Acquisition Corp.
• NextGen Acquisition Corp., a publicly traded SPAC, in its business combination with Xos, Inc. and in its $3.2 billion acquisition of Virgin Orbit
• Norma Group SE in Advanced Drainage Systems’ $1 billion pending acquisition of National Diversified Sales
• Origin Materials in its $1.8 billion business combination with Artius Acquisition, a publicly-traded SPAC
• ORIX USA Corporation in its acquisitions of Hoffman Southwest and RoadSafe
• Pactiv Evergreen in its $6.7 billion combination with Novolex®
• Board of Directors of Penske Automotive, in connection with its wholly owned subsidiary’s $519 million purchase of Penske Motor Group and acquisition of four franchised automotive dealership
• Primus Technologies in its acquisition by Spartronics
• Prysmian in its €3.9 billion acquisition of Encore Wire
• Reinvent Technology Partners Y, a SPAC, in its $13 billion business combination with Aurora
• Tailwind Two Acquisition Corp., a SPAC, in its $1.58 billion business combination with Terran Orbital
• Terex Corporation in its $9 billion pending merger with REV Group
• Transamerican Auto Parts in its $665 million acquisition by Polaris Industries
• The Valspar Corporation in its $11.3 billion acquisition by The Sherwin-Williams Company
• Veoneer in its $4.5 billion acquisition by Qualcomm and SSW Partners and proposed $3.8 billion acquisition by Magna International, later terminated

Insurance

• American Equity Investment Life Holding Company in its approximately $4.3 billion acquisition by Brookfield Reinsurance
• American International Group in its divestitures of United Guaranty, Alico and Transatlantic Re
• Aon in its $13.4 billion acquisition of NFP from funds affiliated with Madison Dearborn Partners and HPS Investment Partners
• The conflicts committee of Apollo’s board in connection with Apollo’s $11 billion merger with Athene
• Argo Group International Holdings in its approximately $1.1 billion acquisition by Brookfield Reinsurance
• China Oceanwide Holdings in Genworth Financial’s $1.8 billion sale of its majority interest in Genworth MI Canada to Brookfield Business Partners
• CVS Health in its $77 billion acquisition of Aetna – The Deal’s 2019 “Deal of the Year”
• Enstar Group in its $5.1 billion acquisition by Sixth Street
• Global Atlantic Financial Group in its $2.7 billion acquisition by KKR
• Lionheart Acquisition Corp. II, a SPAC, in its business combination with MSP Recovery, resulting in a combined company with an enterprise value of approximately $32.6 billion
• Marsh & McLennan Companies in its $6.4 billion acquisition of Jardine Lloyd Thompson Group
• New York Life Insurance in its $6.3 billion acquisition of Cigna’s group life and disability insurance business
• Nomura in connection with Prismic Life’s agreement to reinsure approximately $7 billion of reserves backing USD-denominated Japanese whole life insurance policies which were recently originated by Prudential Financial’s Japanese affiliates, and as part of the transaction, a group of global investors including Nomura will invest additional consideration of approximately $400 million
• Platinum Underwriters Holdings in its $1.9 billion acquisition by RenaissanceRe
• Prudential Financial in multiple transactions, including its sale of Prudential-Bache Commodities to Jefferies
• Swiss Re Life Capital in the $900 million sale of the U.S. portion of Swiss Re’s Admin Re division to Jackson National Life Insurance Company and in the sale of Aurora National Life Assurance Company to Reinsurance Group of America
• The independent directors of Tower Group in its acquisition by affiliates of AmTrust Financial Services
• Western World Insurance Group in its $690 million acquisition by Validus Holdings

Life Sciences

• Amicus Therapeutics in its $4.8 billion pending acquisition by BioMarin Pharmaceutical
• Avadel Pharmaceuticals in its $2.1 billion pending acquisition by Alkermes
• Dynavax Technologies in its $2.2 billion pending acquisition by Sanofi
• Ipsen in its sale, together with Inspiration Biopharmaceuticals, of worldwide rights to OBI-1 and Ipsen’s industrial facility in Milford, Massachusetts, to Baxter International
• Olink in its $3.1 billion acquisition by Thermo Fisher Scientific
• Special Committee of the Standard BioTools’ Board of Directors in the up to $425 million strategic pending sale of SomaLogic to Illumina, including SomaScan Assay Services, Authorized Sites and KREX

Sports & Entertainment

• FuboTV in a definitive agreement for The Walt Disney Company to combine its Hulu + Live TV business with Fubo, forming a combined virtual MVPD company
• Independent Committee of the Board of Directors of Golden Entertainment in its pending sale of operating assets to Blake L. Sartini and affiliates and seven of its casino real estate assets to VICI Properties Inc.
• NASCAR in its $2 billion acquisition of International Speedway

Technology, Media & Telecommunications

• Acacia Communications in its $4.5 billion acquisition by Cisco
• The management of Acosta in its acquisitions by TH Lee and Carlyle
• Analog Devices in its $21 billion acquisition of Maxim Integrated Products
• Apollo Funds in connection with Apollo Fund X’s pending strategic investment into Tenneco’s Clean Air and Powertrain businesses
• ARRIS International in its $7.4 billion acquisition by CommScope
• Buzzfeed in its $1.5 billion merger with 890 5th Avenue Partners
• The special committee of independent and disinterested directors of the Board of Consolidated Communications Holdings in its $3.1 billion acquisition by Searchlight Capital Partners and British Columbia Investment Management Corporation
• The Special Committee of Cvent in its $4.6 billion acquisition by Blackstone
• Doordash in its €7 billion acquisition of Wolt Enterprises OY
• Eastman Kodak Company in multiple transactions, including its issue and sale of $100 million aggregate principal amount of its 5.00% Secured Convertible Notes due 2021 to funds managed by Southeastern Asset Management and agreement to issue $200 million of newly created 5.50% Series A Convertible Preferred Stock to funds managed by Southeastern Asset Management
• E2open Parent Holdings in its $2.1 billion acquisition by WiseTech Global Limited
• Emerson in its $7.2 billion pending acquisition Aspen Technology
• FIS  in its $18.5 billion sale of a majority stake in its Worldpay Merchant Solutions business to private equity funds managed by GTCR
• Google in its $32 billion pending acquisition of Wiz
• Grab Holdings in its $39.6 billion business combination with SPAC Altimeter Growth
• Special Committee of the Board of Directors of Inovalon in its $7.3 billion acquisition by a consortium led by Nordic Capital
• Insight Enterprises in its acquisitions of PCM and Datalink
• Intel in its $16.7 billion acquisition of Altera and $15.3 billion acquisition of Mobileye
• International Game Technology in its Gaming & Digital business and Everi Holdings’ $6.3 billion pending acquisition by affiliates of Apollo Global Management and the proposed spin-off of its Global Gaming and PlayDigital businesses into a separate publicly listed company, pursuant to which IGT was to combine with Everi Holdings, valuing the combined company at a total enterprise value of approximately $6.2 billion, later withdrawn
• Special Committee of the Board of Directors of Lions Gate Entertainment in connection with their pending transaction that will result in the separation of the businesses of LG Studios, which encompasses the motion picture and television studio operations, from the other businesses of Lionsgate, including the STARZ-branded premium subscription platforms
• Lumen Technologies in the $5.75 billion pending sale of its Mass Markets fiber-to-the-home business, including Quantum Fiber in eleven states to AT&T
• Magnite in its $1.17 billion acquisition of SpotX from RTL Group
• ManTech International in its $4.2 billion acquisition by Carlyle
• Merrill Lynch & Co. in its $4.4 billion sale of its 20% limited partnership interest in Bloomberg L.P. to Bloomberg, Inc.
• Mindtree in its $7.5 billion combination with LTI
• Nasdaq in its $10.5 billion acquisition of Adenza from Thoma Bravo
• Network18 Media & Investments in a Scheme of Arrangement with TV18 Broadcast, under which TV18 and e-Eighteen.com will merge with Network18 for $1.2 billion
• S&P Global in its $44 billion merger with IHS Markit
• Salesforce in its $1.9 billion acquisition of Own Company
• Spire Global in its $1.6 billion merger with SPAC NavSight Holdings
• Sports Entertainment Acquisition Corp., a SPAC, in its $4.75 billion combination with SGHC Limited
• TAE Technologies in its $6 billion pending merger with Trump Media & Technology Group
• Tech Data in its $5.98 billion acquisition by an affiliate of funds managed by affiliates of Apollo Global Management
• The Special Committee of independent members of the board of directors of TELUS International in its $2.9 billion acquisition of the outstanding multiple voting shares and subordinate voting shares it did not already own by TELUS Corporation
• TIM in its €18.8 billion sale of fixed network assets, including its entire equity interests in FiberCop to Optics BidCo, a vehicle controlled by KKR
• TIM in connection with the Italian Ministry of Economy and Finance’s and Retelit S.p.A.’s acquisition of TIM’s 100% equity interest in Sparkle
• Tyler Technologies in its $2.3 billion acquisition of NIC Inc.
• Ultimate Software in its $11 billion acquisition by an investor group led by Hellman & Friedman
• Walmart in its $2.3 billion acquisition of VIZIO