Russell L. Leaf

In the area of mergers and acquisitions, Russell has represented:  

• The Special Transaction Committee of the Board of Conduent Incorporated (Nasdaq: CNDT) in connection with the company’s repurchase of approximately $132 million in shares from Carl C. Icahn

• Arch Capital Group Ltd. as lead investor in a consortium’s $1.05 billion acquisition of a 10% GP stake in Pershing Square Capital Management, L.P. 

• Resideo Technologies in its $1.4 billion acquisition of Snap One Holdings Corp. and related $500 million PIPE investment from Clayton Dubilier & Rice

• Franchise Group and Sylvan Learning, an enrichment education provider franchise for K-12 students, in Sylvan’s sale to Unleashed Brands

• Franchise Group and W.S. Badcock LLC in W.S. Badcock’s combination with Conn’s Inc.

• The Special Committee of the Board of Directors of Xerox Holdings Corporation in the $542 million repurchase of shares from Carl C. Icahn and his affiliates

• Resideo Technologies in its sale of Genesis Cable to Southwire Company

• Carrix in the acquisition of Ceres Terminals  

• Xerox Holdings Corporation on the donation of its Palo Alto Research Center to SRI International

• iCON Infrastructure LLP in its strategic partnership with Royal Caribbean Group
• Balcones Distilling in its acquisition by Diageo
• Innoviva in the sale of its stake in Theravance Respiratory Company LLC to Royalty Pharma plc, and the transfer of certain ownership interests of Theravance to Innoviva
• Innoviva Inc. in its acquisition of La Jolla Pharmaceutical Company
• Franchise Group in its potential acquisition of Kohl’s
• Innoviva Inc. in its take-private of Entasis Therapeutics
• Resideo Technologies in its $593 million acquisition of First Alert
• Akorn in the sale of seven branded ophthalmic products to Théa
• Citizens Financial Group, Inc. in its acquisition of private investment banking firm DH Capital LLC
• Franchise Group in its acquisition of W.S. Badcock Corporation for $580 million
• CMA CGM Group in its $2.3 billion acquisition of Fenix Marine Services, one of the largest U.S. port terminals
• Franchise Group in its acquisition of Sylvan Learning
• Xerox in connection with formation of CareAR Software Business and investment by ServiceNow
• Innoviva in its repurchase of an equity stake from GSK for $392 million
• Akorn Pharmaceuticals in the sale of its consumer health business to Prestige Consumer Healthcare
• Franchise Group in its acquisition of Pet Supplies Plus for approximately $700 million
• The independent members of the Board of Directors of Xerox Holdings in the tender offer and related proxy contest to acquire control of HP Inc.
• Spinnaker Insurance Company in its acquisition by Hippo Insurance Services
• Innoviva Inc. in connection with its investments in Armata Pharmaceuticals and Entasis Therapeutics
• Franchise Group, Inc. in its acquisitions of the Sears Outlet stores business and American Freight Group, Inc.
• Resideo Technologies in connection with several acquisitions of companies and technology assets following its spin-off from Honeywell
• HealthEquity, the nation's largest independent health savings account custodian, in its acquisition of WageWorks
• Aegerion Pharmaceuticals, Inc. in its recapitalization and acquisition by Amryt Pharma Plc
• Progeny 3, Survey Point Holdings, Inc. and Rail Management Services, LLC in the acquisition by Progeny 3 and Carnival Corporation & plc of the White Pass & Yukon Route division of TWC Enterprises
• Bold Rock Cidery, the second largest cider brand in the U.S., in connection with its sale to Artisanal Brewing Ventures
• Playwire, a global advertising technology company, in its acquisition by FreakOut
• Extant Components Group Holdings in its sale to TransDigm
• Deutsche Bank Asset Management in the sale of its US Private Equity Access Fund Platform to iCapital Network
• CMA CGM in the sale to the EQT Infrastructure III fund of a 90 percent stake in APL Limited, whose wholly owned subsidiary, Eagle Marine Services, Ltd., operates Global Gateway South, a leading container terminal in the Port of Los Angeles
• Aralez Pharmaceuticals in its acquisition of the U.S. rights to beta-blocker Toprol-XL® from AstraZeneca
• Aralez Pharmaceuticals in its acquisition of the U.S. and Canadian rights to cardiovascular drug Zontivity from Merck
• Deutsche Bank in the sale of its high net worth retail brokerage business to Raymond James
• Hudson's Bay Company in its cross-border acquisition of Galeria Kaufhof
• Auxilium Pharmaceuticals in its acquisition by Endo International
• Helm Financial and its controlling owner, k1 Ventures, in the sale of Helm Financial
• AREA Property Partners, L.P. in its acquisition by Ares Management LLC
• Deutsche Bank AG in the sale of its subsidiary commercial real estate loan portfolio and platform to Union Bank of California
• Auxilium Pharmaceuticals, Inc., in its acquisition of Actient Holdings LLC
• United Maritime Group, LLC in the sale of its barge transportation subsidiary to Ingram Barge Company, the sale of U.S. United Bulk Terminal to an affiliate of Oiltanking Holding Americas, Inc., and the sale of U.S. United Ocean Services, LLC to an affiliate of International Shipholding Corporation
• Inspire Pharmaceuticals, Inc. in its acquisition by Merck
• Cobalt Holding Company in its acquisition by Automatic Data Processing, Inc.
• Sepracor, Inc. in its acquisition by Dainippon Sumitomo Pharma Co., Ltd.
• Electronic Data Systems Corporation in its acquisition by Hewlett-Packard Company
• Monsanto Company in its acquisition of Delta and Pine Land Company
• Intermountain Gas Company in its acquisition by MDU Resources Group, Inc.
• America Movil in its acquisition of the Puerto Rico telephone company from Verizon
• Major League Baseball in its sale of the Washington Nationals
• Greenstreet Equity Partners and other investors in the acquisition of TECO Transport Corporation from TECO Energy, Inc.
• Werner Holding Co. in its section 363 sale to an investor group

In the area of private equity, Russell has represented:

• Novacap in the proposed $6.3 billion take-private of Nuvei Corporation
• Carrix in a growth-oriented investment by, and subsequent sale of a controlling interest to, funds affiliated with Blackstone Infrastructure Partners
• FacilitySource Holdings, LLC, a portfolio company of Warburg Pincus LLC, in its agreement to be acquired by CBRE Group, Inc.
• Vintage Capital in the sale of Buddy's Home Furnishings to Liberty Tax, Inc.
• Greenstreet Partners in its investment in Aquarian Holdings in connection with the acquisition of Heritage Life Insurance Company
• Aeolus, its founder and management team in the acquisition of a controlling interest in Aeolus by Elliott Management
• Carrix, Inc. in the purchase of the interest in FRS Capital, the parent of Carrix, held by Goldman Sachs Infrastructure Partners and the related significant minority investment in FRS Capital by an affiliate of Fernando Chico Pardo
• RedBird Capital Partners, The Stephens Group, Jordan/Zalaznick Advisers and other institutional investors in connection with the acquisition with management of Cequel Data Centers, LLC
• Carrix Inc. in connection with its sale of a minority stake to an affiliate of Goldman Sachs & Co.
• Access Industries and Chris Burch in connection with their investments in Tory Burch
• Aeolus L.P. in an equity capital raise led by Warburg Pincus and Merrill Lynch Private Equity
• Warburg Pincus in numerous transactions, including the leveraged buy-out of TransDigm Holding Company, the sale of its portfolio company SpineCore, Inc. to Stryker Corporation, and its acquisition of a majority interest in FacilitySource
• k1 Ventures Limited in its investment in Guggenheim Capital, LLC
• AREA Property Partners in the sale of a 35 percent equity interest to affiliates of National Australia Bank

In the area of shareholder activism, Russell has represented:

• Third Point LLC and Saddle Point Management L.P. in connection with the appointment of three independent directors to the board of Advance Auto Parts, Inc. and a related cooperation agreement with the company
• Barry Sternlicht in connection with his successful proxy contest at Cano Health, Inc. 
• Sarissa Capital in connection with a proxy contest with Alkermes
• Third Point in connection with its activism activities at Bath & Body Works (BBWI) which resulted in the appointment of several directors identified by Third Point to the board of BBWI
• Third Point in its engagement and settlement with Disney
• Sarissa Capital in connection with its successful proxy fight in which it elected seven directors to the Board of Amarin Corp plc, and secured the removal of the chair of Amarin’s Board
• Ric Kayne in his proxy contest at Athira Pharma
• Sarissa Capital Management in its engagement with Amarin Corporation plc
• Sarissa Capital in a settlement with Alkermes, pursuant to which Sarissa Capital was granted the right to designate a director to the company's Board of Directors
• Xerox Holdings in its Nomination and Standstill Agreements with Carl Icahn and Darwin Deason
• Third Point in its engagement with Intel Corporation
• New Mountain Vantage in its successful proxy contest at Virtusa Corporation
• The independent members of the Board of Directors of Xerox Holdings in the tender offer and related proxy contest to acquire control of HP Inc.
• Vintage Capital Management in its threatened proxy contests against and settlements with KVH Industries and Red Robin Gourmet Burgers
• Third Point in its successful proxy contest against and settlement with Campbell Soup
• Sarissa Capital Management in connection with various activist matters, including Innoviva, Ironwood Pharmaceuticals, ARIAD, Biogen, and The Medicines Company
• A publicly traded consumer product and distribution company in connection with the successful defense against a number of activist shareholders
• A publicly traded pharmaceutical company in its defense preparation in response to engagement from several activist shareholders
• Hudson’s Bay in connection with its take private transaction, including defeating opposition to the transaction from activist shareholders
• Argo Group International Holdings in the successful defense of a proxy contest commenced by Voce Capital

Other significant representations have included:

• Resideo Technologies in connection with its $600 million Rule 144A offering of senior notes
• Xerox Holdings Corporation in the concurrent offerings of $350 million of convertible senior notes and $500 million of senior notes and a related tender offer
• Resideo Technologies in its $950 million refinancing of its credit facilities
• Resideo Technologies in its follow-on public equity offering
• Sarissa Capital Acquisition Corp. in its $200 million SPAC initial public offering
• Aegerion Pharmaceuticals in its secured financing with affiliates of Broadfin Capital and Sarissa Capital
• Total Safety in its recapitalization
• Hudson's Bay Company in a series of strategic transactions, including a $500 million equity investment by Rhône Capital, the $850 million sale of the Lord & Taylor Fifth Avenue building to WeWork Property Advisors, and a global strategic arrangement with WeWork
• Hudson's Bay Company in its formation of a joint venture with Simon Property Group, as well as a subsequent sale of $533 million of its equity in the joint venture
• Carrix, Inc. in connection with numerous projects, including the proposed development of the Gateway Pacific Terminal, the joint venture with a KKR portfolio company of a liquid storage facility in Mexico, and a joint venture to operate ports in the Port of Charleston and Savanah
• Aeolus Capital Management in its formation and minority investment from Allied World
• A leading international investment bank and asset manager in the spin-out of two investment teams