Robert A. Profusek | 團隊 | 繁體中文

Bob Profusek, who chairs the Firm's global M&A Practice, is one of the world's leading M&A and corporate governance lawyers. He has worked on hundreds of mergers, acquisitions, and buyouts and has advised many boards and director committees on sensitive governance matters, including hostile takeover bids, proxy contests, shareholder activism, financial restructurings, and executive compensation.

Recent M&A transactions include the $1.7 billion sale of the Baltimore Orioles; the $8 billion sale of HD Supply to Home Depot; Huntington Ingalls' $1.7 billion purchase of Alion Science & Technology; Bally's $3 billion acquisition of Gamesys; Patrón's $5 billion sale to Bacardi; the $38 billion Nutrien merger of equals and $4 billion sale of its SQM stake; Newell Rubbermaid's $16 billion acquisition of Jarden; P&G's sales of its beauty ($13 billion), Duracell ($3 billion), Pringles ($3 billion), and Folgers ($3 billion) businesses; Southern's $12 billion acquisition of AGL; Sherwin-Williams' $11 billion acquisition of Valspar; ITC Holdings' $11 billion sale to Fortis; and Wabtec's $11 billion merger with GE Transportation. Restructurings in which he played a lead role include Garrett Motion, Harry & David, Hostess Brands, Macy's, Nextel, Pacific Gas & Electric, RadioShack, and U.S. Gypsum.

Ranked in "Band 1" in both the Chambers Global and Chambers USA guides, Bob is described as "a very strategic thinker" who "is able to cut through the noise" and provides "a lot of gravitas in negotiations."

Bob serves as lead independent director of three separate NYSE-listed companies. He also is a frequent speaker regarding corporate takeovers and corporate governance, has authored numerous articles, has testified before Congress and the SEC about takeover and compensation-related matters, and is a regular guest commentator on Bloomberg, CNBC, CNN, and Fox.

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Austin Powder sells controlling stake to AIPJones Day is representing Austin Powder, a global leader in blasting services and commercial explosives, in connection with the sale of a controlling stake to American Industrial Partners.

Angelos Family agrees to sell control stake in Baltimore Orioles to Baltimore native David RubensteinJones Day advised the Baltimore Orioles in connection with the sale of a controlling interest in the Orioles to a diverse investor group led by David Rubenstein that includes Michael Arougheti, Mitchell Goldstein, Michael Smith, and Maryland leaders, philanthropists, and sports legends.

Bowlero completes $432.9 million transaction with VICI PropertiesJones Day advised Bowlero Corp. in connection with its $432.9 million transfer of land and real estate assets of 38 bowling entertainment centers across 17 states to VICI Properties (NYSE: VICI).

CoLift, Traxys Management and Optiver acquire Traxys GroupJones Day represented CoLift LLC, which sponsored the management buy-out of the Traxys Group, a leading global physical trader and merchant in metals and natural resources, together with Optiver, a global market maker and an investor group active in mining and natural resources led by Regent Mercantile Holdings Limited and The LOM Financial Group.

FLEETCOR enters into Cooperation Agreement with the D. E. Shaw GroupJones Day represented FLEETCOR Technologies, Inc., a $15 billion market cap business payments company, in connection with its entry into a cooperation agreement with shareholder D.E. Shaw.

Huntington Ingalls Industries acquires Alion Science and Technology for $1.65 billionJones Day advised Huntington Ingalls Industries in the $1.65 billion acquisition of Alion Science and Technology Corporation from Veritas Capital.

HD Supply acquired by The Home Depot, Inc. for $8.8 billionJones Day advised HD Supply, Inc. ("HDS") in its $8.8 billion acquisition by The Home Depot, Inc. ("Home Depot").

Wabtec and GE Transportation merge in $11.1 billion transactionJones Day advised Wabtec Corporation in a Reverse Morris Trust merger with GE Transportation, valued at $11.1 billion.

Procter & Gamble sells its beauty brands to Coty for $12.5 billionThe Procter & Gamble Company ("P&G") has merged its 43 beauty brands ("RMT Brands") of global salon professional hair care and color, retail hair color, cosmetics, and fine fragrance businesses, along with select hair styling brands with Coty Inc. in a Reverse Morris Trust transaction for $12.5 billion.

Bally's acquires Gamesys for $2.7 billionJones Day advised Bally's Corporation in connection with the $2.7 billion acquisition and financing of Gamesys Ltd., an LSE-listed online gaming company.

Sherwin-Williams acquires Valspar for $11.3 billionJones Day advised The Sherwin-Williams Company in its $11.3 billion acquisition of The Valspar Corporation.

HD Supply sold its Construction & Industrial--White Cap business segment for $4 billion to an affiliate of Clayton, Dubilier & RiceJones Day advised HD Supply Holdings, Inc. in the $4 billion sale of its Construction & Industrial--White Cap business (also known as "White Cap"), a leading distributor of specialty concrete and construction products and services in North America serving professional contractors, to an affiliate of Clayton, Dubilier & Rice.

Procter & Gamble sells Duracell to Berkshire Hathaway for $2.9 billionJones Day advised The Procter & Gamble Company ("P&G") in the sale of its Duracell personal power business to Berkshire Hathaway Inc. for $2.9 billion.

Procter & Gamble sells Pringles snacks business to Kellogg for $2.7 billionJones Day advised The Procter & Gamble Company in the sale of its Pringles snacks business to The Kellogg Company in a $2.7 billion all-cash transaction.

Bally's Corporation acquires Tropicana Evansville casino in series of transactions valued at $624 million in the aggregateJones Day advised Bally's Corporation in the $624 million acquisition of the Tropicana Evansville casino operations from Caesars Entertainment, Inc.

Patrón Tequila acquired by BacardiJones Day advised Patrón Spirits International AG ("Patrón") in connection with the acquisition by Bacardi Limited of all of the issued and outstanding shares of Patrón.

Newell Brands acquires Jarden Corporation for $16 billionJones Day advised Newell Brands Inc. in connection with its acquisition of Jarden Corporation in a cash and stock transaction valued at $60 per share, or approximately $16 billion in equity value.

Stillwater Mining acquired by Sibanye Gold for $2.2 billionJones Day advised Stillwater Mining Company in its $2.2 billion acquisition by Sibanye Gold for $18 per share in cash.

ITC Holdings acquired by Fortis for $11.3 billionJones Day advised the Board of Directors of ITC Holdings Corp. in connection to its $11.3 billion stock and cash merger with Fortis Inc.

Procter & Gamble sells global (excluding most of Europe) pet care business to Mars for $2.9 billionJones Day advised The Procter & Gamble Company in the $2.9 billion sale of its global (excluding most of Europe) pet care business, including its IAMS^®, EUKANUBA^®, and NATURA^® brands, to Mars, Inc.

Axiall acquired by Westlake Chemical for $33 per share in all-cash transaction with $3.8 billion enterprise valueJones Day advised Axiall Corporation in connection with Westlake Chemical Corporation's $3.8 billion enterprise value acquisition.

Bally's acquires Bet.Works for $125 million and announces strategic partnership with Sinclair BroadcastJones Day advised Bally's Corporation in its $125 million acquisition of Bet.Works, a U.S. based sports betting platform provider to operators in New Jersey, Iowa, Indiana, and Colorado, and a long-term strategic partnership with Sinclair Broadcast Group, Inc., pursuant to which 21 FOX RSN brands will be rebranded using the Bally’s name and Bally’s will integrate content into the 190 television stations that Sinclair owns, operates, or provides services to across 88 markets and sports networks.

Greystar sells multifamily properties to Blackstone for $2 billionJones Day advised a private REIT managed by Greystar Real Estate Partners in the sale of a national portfolio of 32 institutional quality multifamily apartment communities with 10,399 units located in 12 states including California and Texas to an affiliate of Blackstone Real Estate for a cash sale price of $2 billion, making it one of the largest multifamily sales of 2015.

The Southern Company acquires AGL Resources for $12 billionJones Day advised The Southern Company (NYSE: SO) in connection with the acquisition and related financing of AGL Resources (NYSE: GAS) in a cash transaction with an enterprise value of approximately $12 billion, including total equity value of approximately $8 billion.

Wabtec acquires Faiveley Transport for $1.8 billionJones Day advised Wabtec Corporation in the acquisition of Faiveley Transport S.A., a global supplier of high added value integrated systems for the railway industry, for a total of $1.8 billion in cash and stock, including assumed debt.

B&W completes $1.0 billion spin-off of Power Generation businessJones Day represented The Babcock & Wilcox Company in connection with the $1.0 billion spin-off of its Power Generation business creating Babcock & Wilcox Enterprises, Inc.

Procter & Gamble sells its Folgers coffee business for $3.3 billionJones Day advised The Procter & Gamble Company in the divestiture of its Folgers coffee business, effected by way of an all-stock reverse Morris Trust transaction with The J.M. Smucker Company.

Twin River Worldwide Holdings acquires three casinos from Eldorado and Caesars for $180 millionJones Day advised Twin River Worldwide Holdings, Inc. in the $155 million acquisition of Eldorado Shreveport Resort and Casino in Shreveport, Louisiana, and the MontBleu Resort Casino & Spa in Lake Tahoe, Nevada, from Eldorado Resorts, Inc., and Bally's Atlantic City Hotel & Casino in New Jersey from Caesars Entertainment Corporation and Vici Properties Inc. for $25 million.

Hunt Petroleum acquired by XTO Energy for $4.2 billionJones Day advised Hunt Petroleum Corporation and related entities (Hunt) in connection with a process initiated by Hunt that resulted in an agreement to merge it with an affiliate of XTO Energy, Inc. (XTO) for aggregate consideration of $4.2 billion in cash and XTO common stock.

Procter & Gamble and Teva Pharmaceutical form consumer health care partnershipJones Day advised The Procter & Gamble Company in its agreement with Teva Pharmaceutical Industries to create a partnership in consumer health care by bringing together both companies' existing over the counter medicines and complementary capabilities to accelerate growth.

Vivint acquired by Blackstone for $2 billionJones Day advised Vivint, Vivint Solar, and 2GIG Technologies in their acquisition by Blackstone for more than $2 billion.

International Coal Group acquired by Arch Coal for $3.4 billionJones Day advised International Coal Group, Inc. in the $3.4 billion all cash tender offer by Arch Coal, Inc. for all outstanding shares.

Bally's acquires Monkey Knife FightJones Day advised Bally's Corporation in its acquisition of Monkey Knife Fight, the award-winning, fastest-growing gaming platform and third-largest daily fantasy sports operator in North America, in an all-stock transaction.

Market Basket Class A shareholders sell their majority interests to Class B shareholdersJones Day, together with Thomas Fitzpatrick of Davis Malm and Curtis Mallet, represented the majority owners of Demoulas Supermarkets Inc. in connection with the sale of their 50.5 percent ownership interests to the minority owners.

NII Holdings sells Nextel Mexico to AT&T for $1.875 billionJones Day advised NII Holdings, Inc., a provider of differentiated mobile communication services operating under the Nextel brand in Latin America, in connection with the sale of its Mexican operations managed by its indirect subsidiary, Nextel de Mexico, S.A. de C.V., to AT&T for $1.875 billion, less the outstanding net debt of the business at closing.

Cliffs Natural Resources acquires Consolidated Thompson for $4.9 billionJones Day advised Cliffs Natural Resources Inc. in its CAD$4.9 billion (US$4.948 billion) acquisition and related financing of Consolidated Thompson Iron Mines Limited.

WL Ross sells Homeward Residential to Ocwen Financial for $766 millionJones Day advised WL Ross & Co. in its sale of Homeward Residential Holdings, Inc., including its various residential mortgage loan servicing and origination operating subsidiaries, to Ocwen Financial Corp. for $766 million.

Bally's acquires SportCallerJones Day advised Bally's Corporation in its acquisition of SportCaller, one of the leading B2B free-to-play (F2P) game providers for sports betting and media companies across North America, the UK, Europe, Asia, Australia, Latin America, and Africa.

Ideavillage sells Flawless and Finishing Touch business to Church & Dwight for $900 millionJones Day advised Ideavillage Products Corporation in the sale of its Flawless Finishing Touch business to Church & Dwight for $900 million.

ACI Worldwide acquires Western Union's Speedpay U.S. domestic bill pay business for $750 millionJones Day advised ACI Worldwide, Inc. (NASDAQ: ACIW), a leading global provider of real-time electronic payment and banking solutions, in the $750 million acquisition and related financing of the Speedpay bill payment business of The Western Union Company.

H&R Block sells Option One mortgage loan servicing business to WL Ross for $1.1 billionJones Day represented H&R Block Inc. and its Option One Mortgage Corporation (OOMC) subsidiary in the sale of OOMC's mortgage loan servicing business to an entity sponsored by the WL Ross & Co. private equity firm for $1.1 billion.

Washington Group International acquired by URS Corp for $3.2 billionJones Day advised Washington Group International Inc. in its $3.2 billion acquisition by URS Corporation.

ERICO Global sold to Pentair for $1.8 billionJones Day represented ERICO Global Company, a leading global manufacturer and marketer of superior engineered electrical and fastening products for electrical, mechanical, and civil applications, in connection with its $1.8 billion cash sale to Pentair plc.

OMI acquired by Teekay and TORM for $2.2 billionJones Day advised OMI Corporation in its $2.2 billion acquisition by Teekay Shipping Corporation and A/S Dampskibsselskabet TORM.

Tech Mahindra acquires Satyam for $600 millionJones Day represented Tech Mahindra Limited, a leading provider of solutions and services to the telecommunications industry, in its acquisition of Satyam Computer Services, Ltd.

SunPower and Total partner to create new global leader in solar industry with $1.4 billion tender offerJones Day advised SunPower Corporation in the completion of the $1.4 billion tender offer by Total for up to 60% of SunPower's outstanding Class A Common Shares and 60% of SunPower's outstanding Class B Common Shares at a price of $23.25/share for each class.

Federated Department Stores' $17 billion acquisition of May Department Stores is largest U.S. retail deal to dateJones Day advised Federated Department Stores, Inc. (now known as Macy's) in its $17 billion acquisition of The May Department Stores Company.

Nextel and Sprint combine in $46.5 billion merger-of-equalsJones Day advised Nextel Communications, Inc. in its $46.5 billion merger with Sprint Corporation and provided securities law advice to the client.

CalEast acquires CenterPoint Properties Trust for $3.4 billionJones Day advised CalEast Industrial Investors, LLC in its $3.4 billion acquisition of CenterPoint Properties Trust.

Pitney Bowes forms joint venture with Broadridge Financial SolutionsJones Day advised Pitney Bowes Inc. in the formation of a joint venture with Broadridge Financial Solutions and the launch of a technology platform named Inlet(TM) that will make it easier for companies to distribute statements, bills, and other documents to consumers via participating online channels.

WL Ross completes $228 million IPO of Common Stock on NYSE by Navigator HoldingsJones Day represented affiliates of WL Ross & Co. LLC, as selling shareholders, in an initial public offering of $228 million of Common Stock on the New York Stock Exchange by Navigator Holdings Ltd., an international and regional seaborne transportation services provider of liquefied petroleum gas, petrochemical gases, and ammonia for energy companies, industrial users, and commodity traders.

Diamond S Shipping acquires 30 medium-range product tankers from Cido Shipping for $1 billionJones Day advised global energy-focused shipping company Diamond S Shipping in its acquisition of companies owning 30 medium-range refined product carriers from Cido Shipping of Hong Kong.

Weiss Family acquires American Greetings for $878 millionJones Day advised the Weiss Family in its take private of American Greetings Corporation for approximately $878 million, including assumption of company's 7 3/8% Notes due 2021, which will remain outstanding after the transaction, the repayment of borrowings under the company's revolving credit facility, and the settlement of stock options not held by the Weiss Family.

WL Ross acquires loan servicing unit of American Home MortgageJones Day provided advice to WL Ross & Co. LLC, the stalking horse bidder, in its $435 million acquisition of the loan servicing unit of bankrupt American Home Mortgage Investment Corp.

Goodrich merges with industrial conglomerate United Technologies for $18.4 billionJones Day advised Goodrich Corporation in its $18.4 billion merger with United Technologies Corp., marking a major milestone for the company and strengthening its position in the commercial aerospace industry.

Sprint Nextel acquires outstanding shares of Nextel Partners' Class A common stock for $7.5 billionJones Day advised Sprint Nextel Corporation in its $7.5 billion acquisition of all of the outstanding shares of Nextel Partners' Class A Common Stock via a put right.

UICI completes sale to Blackstone GroupJones Day counseled UICI, one of the world's leading independent fee only risk management firms, in connection with its $1.8 billion acquisition by a consortium led by The Blackstone Group.

Wasserstein & Co. entity acquires PRIMEDIA's Business Information unit for $385 millionJones Day advised PBI Media Holdings, an entity controlled by Wasserstein & Co., L.P. through its U.S. Equity Partners II, L.P. investment partnership, in its acquisition of the Business Information unit of PRIMEDIA Inc. for $385 million in cash.

Sensient Technologies successfully defends against proxy solicitation by FrontFour Capital GroupJones Day represented Sensient Technologies Corporation (NYSE:SXT), a leading global manufacturer and marketer of colors, flavors, and fragrances with a market capitalization of $2.74 billion, in its successful defense of a proxy solicitation by activist shareholder FrontFour Capital Group LLC.

WL Ross affiliates complete sale of Common Stock of Greenbrier CompaniesJones Day represented affiliates of WL Ross & Co. LLC in connection with a block trade of Common Stock of The Greenbrier Companies, Inc., a leading international supplier of transportation equipment and services to the railroad industry.

ACI Worldwide acquires S1 for $520 millionJones Day advised ACI Worldwide, Inc. ("ACI") in connection with its agreement to acquire S1 Corporation ("S1") for approximately $520 million.

Harry & David negotiates pre-arranged bankruptcy planJones Day represented Harry & David Holdings, Inc. and its affiliates in their chapter 11 cases filed in the District of Delaware.

ABM acquires The Linc Group for $300 millionJones Day advised ABM Industries Incorporated in its acquisition of The Linc Group, LLC for $300 million.

Goode Partners and Lion Capital announce joint investment to acquire AllSaints SpitalfieldsJones Day advised Goode Partners LLC on its joint investment with Lion Capital LLP to acquire AllSaints Spitalfields, a leading international fashion brand, from Icelandic banks Kaupthing and Glitnir.

Howard Hughes completes $1.4 billion spin-off from General Growth PropertiesJones Day represented The Howard Hughes Corporation, a preeminent developer and operator of master planned communities and long-term mixed-use properties in the United States, in connection with its $1.4 billion spin-off from General Growth Properties, Inc., a large REIT mall operator, in conjunction with General Growth Properties, Inc.'s emergence from bankruptcy.

PHNS acquired by ConJoin Group for $250 millionJones Day advised PHNS Inc. in its acquisition by The ConJoin Group for $250 million.

GenCorp defends against proxy solicitation by Pirate Capital's Jolly Roger hedge fundJones Day advised GenCorp Inc. in its response to a letter received from Jolly Roger Fund LP, signed by its General Partner Pirate Capital LLC, indicating its intention to nominate three directors for election at GenCorp's 2006 annual shareholders meeting.

Spectrum adds Russell Hobbs to its portfolio to create $3 billion global consumer products companyJones Day advised the Special Committee of the Board of Directors of Atlanta-based Spectrum Brands, Inc. in connection with its $3.3 billion combination with Miramar, Florida-based Russell Hobbs, Inc.

USG Corp rights offering for $1.8 billionJones Day advised USG Corporation in its $1.8 billion registered public rights offering, supported by a backstop equity agreement from Berkshire Hathaway Inc. to fund a portion of the company's asbestos claims settlement and emergence from bankruptcy.

Pershing Square sells its interest in Sears CanadaJones Day advised Pershing Square Capital Management, L.P. in its CAD$560 million (US$558 million) sale of 18,660,880 Common Shares of Sears Canada Inc. to Sears Holdings Corporation, the biggest U.S. department-store company.

Abbott acquires Facet Biotech for $722 millionJones Day advised Abbott Laboratories in its acquisition of Facet Biotech Corporation for $27 per share in cash for a net transaction value of approximately $450 million, which includes a purchase price of approximately $722 million less Facet's projected cash and marketable securities at closing of approximately $272 million.

Penton Media confirms prepackaged chapter 11 plan and obtains new equity investmentJones Day advised Penton Business Media Holdings, Inc. in its pre-packaged bankruptcy.

Abbott acquires Visiogen in a $400 million private company mergerJones Day advised Abbott Laboratories in the $400 million acquisition of Visiogen, Inc., an ophthalmic medical device company specializing in the development of new vision alternatives for patients with cataracts.

Overseas Shipping Group buys all publicly held units of OSG America LPJones Day acted as counsel to the Committee of Independent Directors in the acquisition by Overseas Shipholding Group, Inc. for all of the outstanding common units held by the public.

WL Ross invests in Assured Guaranty to fund Assured's acquisition of Financial Security Assurance HoldingsJones Day advised WL Ross & Co. LLC in connection with its $361 million commitment to invest in Assured Guaranty Ltd. to fund Assured's acquisition of Financial Security Assurance Holdings Ltd. from Dexia SA.

WL Ross makes strategic investment in GreenbrierJones Day advised WL Ross & Co. LLC in its strategic investment in The Greenbrier Companies, a leading international supplier of transportation equipment and services to the railroad industry.

Pershing Square Capital proposes DIP loan to General Growth PropertiesJones Day represented Pershing Square Capital Management, L.P. as a significant shareholder and potential DIP lender to General Growth Properties, the largest REIT mall operator ever to file for chapter 11 in the United States with more than $25 billion in assets.

American Greetings buys Recycled Paper Greetings for $152.4 millionJones Day advised American Greetings Corporation in its $152.4 million acquisition of Recycled Paper Greetings, Inc.

ACI and IBM forge Global Strategic AllianceJones Day advised ACI Worldwide, Inc. (f/k/a Transaction Systems Architects, Inc.) in its strategic alliance with International Business Machines Corporation (IBM) to create end-to-end solutions for electronic payments.

Goode Partners invests in SkullcandyJones Day counseled Goode Partners LLC in connection with its purchase of Secured Subordinated Notes and Preferred Stock in a private placement by Skullcandy Inc., a designer and producer of headphones, earbuds, hands free devices, and related audio-enabled lifestyle products.

Procter & Gamble acquires NIOXIN Research LaboratoriesJones Day advised The Procter & Gamble Company in its acquisition of NIOXIN Research Laboratories, Inc.

ABB acquires Kuhlman Electric from The Carlyle GroupJones Day advised ABB Ltd. in its acquisition of Kuhlman Electric Corporation from the Carlyle Group to expand its power products portfolio in the Americas.

Procter & Gamble acquires Frederic Fekkai & Co.Jones Day counseled The Procter & Gamble Company, a manufacturer of a wide range of consumer goods, in connection with its acquisition of Frederic Fekkai & Co., a provider of high-end hair care products and salons, from Catterton Partners.

WL Ross acquires up to $1 billion of Common Stock of Assured GuarantyJones Day represented WL Ross & Co. LLC in its purchase of common stock of Assured Guaranty, Ltd. (Ago).

ABM to acquire OneSource ServicesJones Day advised ABM Industries Incorporated in connection with its acquisition of OneSource Services Inc., an international business company organized under the laws of Belize, for $365 million in cash, pursuant to a merger of OneSource into a wholly owned subsidiary of ABM.

Bear Stearns acts as financial advisor to Rural Cellular in acquisition by Verizon WirelessJones Day advised Bear, Stearns & Company Inc., the target's financial advisor, in the $2.7 billion acquisition of Rural Cellular Corporation by Verizon Wireless.

International Automotive Components Group acquires Soft Trim for $134 millionJones Day advised International Automotive Components Group North America, LLC, in its $134 million acquisition of Soft Trim, the carpet & acoustics division of Collins & Aikman Corporation.

ACI acquires Visual WEB SolutionsJones Day advised ACI Worldwide, Inc. (formerly Transaction Systems Architects, Inc.) in its acquisition of Visual WEB Solutions, Inc, a company that engages in the development and deployment of banking application solutions for the financial sector internationally.

Wasserstein portfolio company acquires PentonJones Day advised Wasserstein & Co., LP in connection with its $530 million acquisition and related financing by portfolio company Prism Business Media Holdings, Inc. of Penton Media, Inc., one of the leading publishers and business-to-business media companies in the United States.

Procter & Gamble acquires HDS Cosmetics LabJones Day advised The Procter & Gamble Company in its acquisition of HDS Cosmetics Lab, Inc., the company that manufactures and markets Doctor's Dermatologic Formula skin care, from North Castle Partners.

NACCO makes $325 unsolicited tender offer for ApplicaJones Day advised NACCO Industries, Inc. in its $325.5 million unsolicited tender offer for Applica Incorporated.

SunCal Co. acquires Westland Development for $250 millionJones Day advised SunCal Companies in its $250 million acquisition of Westland Development Co., Inc. following a bidding war with Sedora Holdings.

Excel Coal acquires Peabody Energy for $1.4 billionJones Day advised Excel Coal Limited in its $1.4 billion acquisition by Peabody Energy Corporation.

Transaction Systems Architects acquires P&H Solutions for $150 millionJones Day advised Transaction Systems Architects in its $150 million acquisition of P&H Solutions, Inc, which provides Web-based corporate cash management solutions.

WL Ross & Co. forms joint venture with Lear Corporation and Franklin Mutual AdvisersJones Day advised WL Ross & Co. LLC in the acquisition by International Auto Components Group ("IAC"), its joint venture with Franklin Mutual Advisers LLC and Lear Corporation, of Collins & Aikman's $600 million European operations, a group of companies in administration.

Special Metals acquired by Precision Castparts for $540 millionJones Day advised Special Metals Corporation in its $540 million acquisition by Precision Castparts Corp.

Oxford Automotive ApS is acquired by Wagon Plc for $222.5 millionJones Day advised Oxford Automotive ApS in its $222.5 million acquisition by Wagon Plc in a stock-for-stock merger.

Procter & Gamble sells deodorant brands to The Dial CorporationJones Day advised The Procter & Gamble Company in its sale of Right Guard, Soft & Dri and Dry Idea deodorant brands to The Dial Corporation.

EDS sells business unit of A.T. KearneyJones Day advised Electronic Data Systems Corporation in the management buyout of the worldwide consulting business of subsidiary A.T. Kearney, Inc.

International Coal Group acquires Anker Coal for $198 millionJones Day advised International Coal Group, Inc. in its $198.3 million stock-for-stock acquisition of Anker Coal Group, Inc.

International Coal Group acquires CoalQuest Development for $101 millionJones Day advised International Coal Group, Inc. in its $101.8 million stock-for-stock acquisition of CoalQuest Development LLC.

Procter & Gamble sells SpinBrush business for $105 millionJones Day advised The Procter & Gamble Company in its $105 million sale of the SpinBrush toothbrush business to Church & Dwight Co., Inc.

Procter & Gamble sells Rembrandt product lineJones Day advised The Procter & Gamble Company in the sale of its Rembrandt Brand of oral care products to Personal Products Company (PPC), a subsidiary of McNeil-PPC, Inc.

inChord Communications acquired by Ventiv Health for $185 millionJones Day advised inChord Communications, Inc., the world's largest independently-owned global healthcare marketing and communications company, in its $185 million acquisition by Ventiv Health, Inc.

Wasserstein & Co. acquires Hanley WoodJones Day advised Wasserstein & Co., LP in its acquisition of Hanley Wood LLC from Veronis Suhler Stevenson.

Transpro merges with Modine ManufacturingJones Day advised Transpro, Inc. in its reverse Morris trust merger with Modine Manufacturing Company and related sale of heavy duty OEM business to Modine.

Procter & Gamble sells Rochas brand to Interparfums for $108 millionJones Day advised The Procter & Gamble Company on its sale of the Rochas business to the French company Interparfums S.A. for $108 million.

RadioShack successfully navigates contentious bankruptcy saleJones Day represented RadioShack Corporation, the century old, iconic American retailer as lead restructuring counsel in chapter 11 cases filed in Delaware bankruptcy court on February 5, 2015.

Potash Corporation acquires 9.5 percent stake in Fertilizantes HeringerJones Day advised the Potash Corporation of Saskatchewan, Inc. in its acquisition of a 9.5 percent stake in Fertilizantes Heringer S.A., a leading producer and distributor of fertilizer in Brazil, whose shares are publicly traded on the Novo Mercado segment of the BM&FBovespa.

Emulex acquired by Avago Technologies for $609 millionJones Day advised Emulex Corporation, a leader in network connectivity, monitoring, and management, in its acquisition by Avago Technologies Limited under which Avago executed a cash tender offer at $8 per share for an approximate total value of $609 million.

Bespoke Capital Partners partners with Noël Group for acquisition of Nomacorc from Summit PartnersJones Day advised Bespoke Capital Partners, LLC in the partnering with Noël Group to acquire Nomacorc, LLC, the world's largest producer of synthetic wine corks, from Summit Partners.

Wasserstein & Co. acquires Paris PresentsJones Day advised Wasserstein & Co., LP in its acquisition of Paris Presents, Inc. from funds advised by private equity firm Mason Wells.

Procter & Gamble sells Camay and Zest brands to UnileverJones Day advised The Procter & Gamble Company ("P&G") in the disposition of its Zest and Camay soap businesses to Unilever.

Harry & David sold to 1-800-FLOWERS.COM for $142.5 millionJones Day advised Harry & David Holdings, Inc., a leading multi-channel specialty retailer and producer of branded premium gift-quality fruit, gourmet food products, and other gifts, in its sale to 1-800-FLOWERS.COM for $142.5 million.

Monster Beverage enters into long-term commercial relationship with Coca-Cola and receives net cash payment of $2.15 billionJones Day represented Monster Beverage Corporation in connection with a series of transactions involving The Coca-Cola Company for a long-term commercial relationship in which Coke transferred its global energy drink business to Monster, Monster transferred its non-energy business and 16.7% of its common stock to Coke, the parties realigned their global distribution relationship, and Coca-Cola made a net cash payment of $2.15 billion to Monster.

Wasserstein & Co. acquires ALM MediaJones Day advised Wasserstein & Co., LP in connection with the acquisition and related financing of ALM Media, a global leader in specialized business news and information, with award winning media properties including Law.com, The American Lawyer, Corporate Counsel, The National Law Journal, and The New York Law Journal from Apax Partners and RBS.

Twin River Worldwide Holdings acquires Hard Rock Hotel & Casino in Biloxi, Mississippi for $250 millionJones Day advised Twin River Worldwide Holdings, Inc. in connection with the $250 million acquisition and related financing of the Hard Rock Hotel & Casino in Biloxi, Mississippi.

Procter & Gamble sells MDVIP to Summit PartnersJones Day advised The Procter & Gamble Company in connection with its sale of MDVIP, Inc., a national leader in personalized healthcare, to Summit Partners.

Wabtec acquires Fandstan for $215 millionJones Day advised Wabtec Corporation in the cash acquisition of Fandstan Electric Group Ltd., a leading rail and industrial equipment manufacturer, for $215 million.

AEA Investors, Ontario Teachers' Pension Plan, and Fitness Capital Partners acquire 24 Hour Fitness for $1.85 billionJones Day advised Fitness Capital Partners, a fund organized by Dean Bradley Osborne and Global Leisure Partners, and a one third partner in the buyer group with AEA Investors and Ontario Teachers' Pension Plan, in the $1.85 billion acquisition of 24 Hour Fitness USA, Inc. from Forstmann Little & Co.

Diamond S Shipping Group acquires three medium-range product tankers from CarVal InvestorsJones Day advised Diamond S Shipping Group in its acquisition of three modern medium-range clean product tankers from funds managed by CarVal Investors, LLC in exchange for equity in the Diamond S clean product tanker business.

Wasserstein & Co. acquires leading communications solutions provider Globecomm Systems for $340 millionJones Day advised Wasserstein & Co., LP in connection with its acquisition and related financing of Globecomm Systems, Inc. (NASDAQ: GCOM), a leading communications solutions provider, for $340 million.

ACI Worldwide acquires Official Payments Holdings for $140 millionJones Day advised ACI Worldwide, Inc., a leading international provider of payment systems, in its $140 million acquisition of Official Payments Holdings, Inc. (NASDAQ: OPAY), a provider of electronic payment solutions.

Michael Baker Corporation acquired by Integrated Mission Solutions for $396.5 millionJones Day advised Michael Baker Corporation, a provider of professional engineering and consulting services, in its $396.5 million acquisition by Integrated Mission Solutions, an affiliate of DC Capital Partners.

Certain Hostess bread brands and bakeries acquired by Flowers Foods for $355 millionJones Day advised Hostess Brands, Inc. regarding the sale of its Wonder, Merita, Nature's Pride, Home Pride, and Butternut bread brands and associated bakeries to Flowers Foods, Inc. for $355 million.

Hostess sells Hostess and Dolly Madison snack cake business to Apollo Global Management and Metropoulos & Co. for $410 millionJones Day advised Hostess Brands, Inc. regarding the stalking horse bid by affiliates of Apollo Global Management, LLC and Metropoulos & Co. in the purchase for the majority of the assets of the snack cake business, including both Hostess® and Dolly Madison® branded products, including the iconic Twinkies® brand for $410 million.

ACI Worldwide strengthens leadership in online banking and payments by acquiring Online Resources for $263 millionJones Day advised ACI Worldwide, Inc., a leading provider of payment systems, in its acquisition and related financing of Online Resources, a leading provider of online banking and full-service bill pay solutions, in an all cash transaction for $263 million.

Georgia Gulf merges with PPG Industries' commodity chemicals business in $2.1 billion transaction to form Axiall CorporationJones Day advised Georgia Gulf Corporation in its merger with the commodity chemicals division of PPG Industries, Inc. for $2.1 billion resulting in the creation of Axiall Corporation.

T-Mobile USA and Crown Castle complete $2.4 billion cell tower transactionJones Day advised T-Mobile USA, Inc. in the monetization of its approximately 7,200 U.S. T-Mobile tower portfolio to Crown Castle International for $2.4 billion, subject to adjustment.

NACCO Industries spins off of Hyster-Yale Materials HandlingJones Day advised NACCO Industries, Inc. in its spin-off of Hyster-Yale Materials Handling, Inc.

WL Ross acquires majority stake in Navigator for $110 millionJones Day advised WL Ross & Co. LLC in connection with the $110 million acquisition of a majority stake in Navigator Holdings Ltd., an international seaborne transportation service provider to producers, traders, and consumers of liquefied petroleum gas, petrochemical gases, and ammonia, through a purchase of Navigator shares from the trustee in the Lehman Brothers liquidation proceedings.

Georgia Gulf successfully defends against unsolicited proposal from Westlake ChemicalJones Day advised Georgia Gulf Corporation in the successful defense against a $1.6 billion unsolicited bid by Westlake Chemical Corporation to acquire all the outstanding shares of the company.

WL Ross & Co. acquires interest in Oxford Automotive ApsJones Day advised WL Ross & Co. LLC in its acquisition of a 25% equity interest in Oxford Automotive Aps from former creditors who exchanged notes for equity when Oxford emerged from insolvency proceedings in April 2005.

January 2022 Commentary

著作

June 4, 2015
Jones Day discusses DuPont's Proxy Contest Victory: A Turning Point for Companies' Responses to Activism?, The CLS Blue Sky Blog
June 3, 2015
Lessons From DuPont's Proxy Contest Victory, Law 360
2013
Confidence, Risk, and Reason for Optimism: A Look Ahead at M&A in 2013, coauthor, Mergers and Acquisitions Law 2013
2012
Revisiting the Legal Due Diligence Paradigm, coauthor, Inside the Minds: Business Due Diligence Strategies, 2012 ed.
July 2010
Reform brings a renewed focus on short-term results, Fortune Online
August 1, 2007
Strine Rules on Option Dating Case, TheDeal.com
December 2006
'News Corp.': Aberration or Another Avenue for Plaintiffs?, coauthor, New York Law Journal
April 2006
A Question of Class, coauthor, The Deal
October 2005
Align in the Sand, coauthor, The Deal
2005
Successful Partnering Between Inside and Outside Counsel, Chapter Author
March 2004
Truth and Confidentiality, coauthor, The Daily Deal, Corporate Dealmakers Section
May 2003
Omnicare, coauthor, New York Law Journal
December 2002
New MD&A Disclosure Requirements Under Sarbanes-Oxley, New York Law Journal
November 2002
Rules to Shake Boards and Balance Alike, The Daily Deal

November 14-15
2011 General Counsel Forum
August 18, 2011
Fine-tuning Your Due Diligence Playbook
December 7, 2010
Preparing for the 2011 Proxy Season: The Perspective of Institutional Shareholders and Their Advisors
September 30, 2010
2010 Transaction Update
April 15-16, 2010
Managing Antitrust Risk in M&A Transactions, Tulane University Law School Corporate Law Institute
February 2, 2010
Doing Distressed Deals: Outlook for 2010 and Welcome Reception for New West Coast Restructuring Members
January 28, 2010
2010 Speaker Series: Executive Compensation
October 28, 2008
Building a Great Board: Critical Issues for Nominating/Governance Committees, Corporate Board Member - Thought Leadership,
June 10 - 11, 2008
Uncovering the Future of Wall StreetJones Day to Sponsor Wall Street Journal Deals & DealMakers ConferenceBob Profusek, Leader of Jones Day's Worldwide M&A Practice, to Make Opening Remarks
September 18-20, 2007
Automotive Industry Restructuring Finance Summit
June 27, 2007
Private Markets, Public Markets, and the Future of Finance, Wall Street Journal Deals & Deal Makers Conference
September 25-26, 2006
Fourth Annual Directors' Institute on Corporate Governance
June 2004
Trends in M&A Transactions, University Club, sponsored by CSFB, Jones Day, Marsh, KPMG and Merrill Corporation
May 2003, 2004, 2005
M&A Developments, panelist, New York City Bar Association's Annual Securities Institute
May 2003
Corporate Governance, panel with Pat McCartan and Rich Koppes, NYC Conference Board

Robert A. Profusek (Bob)

Global Chair M&A

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Robert A. Profusek (Bob)

Global Chair M&A

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