Biography
Francis E. Lupinacci is a partner in the Mergers and Acquisitions Group, and is resident in the New York office. Frank focuses on the representation of domestic and non-US private equity funds and corporate clients in connection with domestic and global acquisitions, corporate carve-outs, leveraged buyouts, dispositions, and rollover equity investments in a broad range of industries, in both competitive processes and bilateral negotiations. He also provides general corporate and governance advice.
Experience
Mr. Lupinacci has a wide range of transaction experience in the following industries:
Energy and Infrastructure
- Saudi Arabian Oil Company, in numerous transactions, including its:
- US$2.65 billion carve-out acquisition of Valvoline Inc.'s (NYSE: VVV) Global Products Business;
- US$69.1 billion acquisition of a 70% stake in Saudi Basic Industries Corporation (SABIC) from the Public Investment Fund. The transaction was named "M&A Deal of the Year (Over US$50 billion)" by The M&A Advisor (2020);
- acquisition of Motiva Enterprises LLC from its joint venture partner Royal Dutch Shell PLC; and
- acquisition from Novomer Inc. of its polyols business.
- Macquarie Infrastructure Corporation and its subsidiary International-Matex Tank Terminals LLC, in its acquisition of Epic Midstream LLC, an independent liquid bulk storage and logistics solutions provider.
- Ridgewood Infrastructure, a leading infrastructure investment firm focused on essential infrastructure in the U.S. middle market, on the sale of its 75% interest in the operator of the 142-mile long Vista Ridge water pipeline in San Antonio, Texas.
- Cordiant Digital Infrastructure Limited, in its acquisition of DataGryd Data Centers, LLC, a New York owner and operator of data centers.
- Maxum Petroleum Inc., in its merger with Thomas Petroleum.
- Hess Corporation (NYSE: HES), in its US$850 million sale of its US East Coast and St. Lucia terminal network to an affiliate of Buckeye Partners LP.
- Electronic Funds Source LLC, a leader in innovative corporate payment solutions for trucking fleets, in its sale to an affiliate of Warburg Pincus, LLC.
- Forum Merger III Corporation (NASDAQ: FIII), a SPAC, in its US$1.4 billion business combination with Electric Last Mile, Inc., an electric commercial vehicle manufacturer.
- Avianca, Colombia's largest airline, in connection with its agreement to acquire Viva Air.
- Blue Water Energy LLP, in its acquisition of Authentix, a leading global authentication and information services company based in Dallas, which assists customers in combating illicit trade and managing the integrity of their global supply chains, from The Carlyle Group.
- Fortis Inc. (NYSE: FTS), in its US$1.5 billion acquisition of CH Energy Group Inc., a regulated transmission and distribution utility. The transaction, which marks the initial entry by Fortis into the US-regulated electric and gas utility marketplace, was named "Energy Deal of the Year" by The M&A Advisor (2013).
- Pilot Flying J, the largest operator of travel centers in North America, and its shareholders, the Haslam Family, in numerous transactions, including:
- its acquisition of a controlling interest in Maxum Petroleum, Inc., a leading independent energy logistics company; and
- the acquisition of Flying J Inc.'s core travel plaza and truck stop businesses by Pilot Travel Centers LLC. The acquisition, which combined the first and second largest travel plaza operators in the nation to create a new company called Pilot Flying J with a combined value in excess of US$5 billion, was featured as one of the "Most Innovative M&A Transactions in the United States" by The Financial Times (2010) and was named "Deal of the Decade," "Turnaround Deal of the Year (Large Market)" and "Divestiture Deal of the Year" by the M&A Advisor (2011).
Private Equity
- Roark Capital Group and its portfolio company Inspire Brands, Inc., a global multi-brand restaurant company, in its:
- US$2.3 billion acquisition of the Sonic. Corp. (NASDAQ:SONC) drive-in fast food restaurant chain;
- US$450 million purchase of The Wendy's Company's (NASDAQ: WEN) remaining minority ownership interest in Inspire Brands; and
- US$2.9 billion acquisition of Buffalo Wild Wings, Inc. (NASDAQ: BWLD), international owner, operator and franchisor of quick-service restaurants.
- Harvest Partners, in its:
- acquisition of PeopleTicker, a leading independent compensation software company, by portfolio company PRO Unlimited;
- sale of BHI Investments, a leading specialty energy services company, to AE Industrial Partners;
- acquisition of FCX Holdings Corp., a provider of process flow control solutions and products to a variety of process industries, and the subsequent representation of FCX Performance, Inc. in its acquisition of Corrosion Fluid Products Corp., a Michigan-based distributor of pumps, valves, fiberglass and specialty lined pipe, hose and fittings; and
- acquisition of DCA Investment Holdings LLC, one of the largest multi-branded dental support organizations in the United States.
- Investindustrial, in its acquisition of Jacuzzi® brands, from investment funds affiliated with Apollo Global Management, LLC, Ares Management Corporation, and Clearlake Capital Group, L.P.
- Quad-C, in its US$1.2 billion sale of AIT Worldwide Logistics Holdings, Inc., a leading global provider of transportation and logistics solutions, to The Jordan Company.
- Summa Equity, in its:
- acquisition of CytoSmart, a Dutch live cell imaging innovator, by portfolio company Axion BioSystems;
- acquisition of Axion BioSystems, a US life science tools business and leading provider specializing in the development, production, and marketing of MEA (Microelectrode Arrays) and impedance technologies; and
- acquisition of Olink Proteomics Holding AB, a Swedish life science company.
- Triton Partners, in:
- its acquisition of TDS (Time Data Security) Ltd, an access control company based in Ireland by portfolio company ACRE Operating Group;
- its acquisition of ACRE Operating Group, LLC, a leading end-to-end security solutions provider; and
- the acquisition of Curtin Co., LLC and Carolina Traffic Devices, LLC (Curtin), a leading North American provider of traffic management solutions.
- Cobepa S.A. in its sale and reinvestment in BioAgilytix.
- HgCapital, a specialist private equity investor focused on software and service businesses, in its acquisition from Canadian private equity sponsor Novacap of Intelerad Medical Systems, a leading global provider of medical imaging software and enterprise workflow solutions.
- Newlight Partners LP, in connection with certain equity and debt investments in Sunnova Energy International Inc. (NYSE: NOVA), a leading residential solar and energy storage service provider.
- Trilantic Capital Partners, in the sale of MicroStar Keg Logistics to Freeman Spogli & Co.
Consumer Products
- Pernod Ricard, in its:
- acquisition of multiple minority equity stakes of Sovereign Brands and its portfolio of fast-growing super premium wine and spirits brands;
- acquisition of a 20% interest in Sotol Nocheluna, LLC, a producer and marketer of sotol spirits;
- acquisition of control of Rabbit Hole Spirits, LLC, a US premium bourbon brand based in Kentucky, from its founder; and
- acquisition of Firestone & Robertson Distilling, owner of the TX brand, a leading whiskey brand headquartered in Fort Worth, Texas, from its founder and private equity owners.
- The controlling shareholder of Hunter Douglas N.V., a Dutch multinational corporation and the global market leader in window coverings and architectural products, in the US$7.1 billion sale to, and reinvestment with, 3G Capital.
Other Industries
- WE Soda Ltd, an affiliate of Ciner Enterprises Inc., on its approximately US$1.425 billion acquisition of Genesis Alkali, the largest US-based producer of natural soda ash, from Genesis Energy LP (NYSE: GEL), which establishes WE Soda as the largest global producer of soda ash.
- Ciner Enterprises Inc., and affiliate of Ciner Group of Istanbul, Turkey, in its $430 million acquisition of OCI Resources LP, a major producer of natural soda ash.
- ZS, a global management consulting and technology firm, on its acquisition of Torrent Consulting.
- Avon Protection p.l.c. (LON: AVON), an innovative technology group, specializing in chemical, biological, radiological and nuclear and respiratory protection systems, in its:
- US$233 million sale of its dairy division, milkrite | InterPuls;
- acquisition of Team Wendy, LLC, a supplier of critical protective systems including helmets and helmet liner and retention systems for military and first responders; and
- acquisition of 3M's (NYSE: MMM) ballistic-protection business in the United States and the rights to the Ceradyne brand.
- Fusion Acquisition Corp. (NYSE: FUSE), a SPAC, in its US$2.2 billion business combination with MoneyLion Inc., America's leading digital financial platform.
- Helix Acquisition Corp. (NASDAQ: HLXA), a SPAC, in its US$230 million business combination with MoonLake Immunotherapeutics AG, a clinical-stage biotechnology company focused on creating next-level therapies for inflammatory skin and joint diseases.
- Federal-Mogul Corporation, in its acquisition of Affinia Group, Inc.'s chassis components business.
- Elevance Health, Inc. (f/k/a Anthem, Inc.) in the US$4.7 billion sale of its pharmacy benefit management business to Express Scripts, Inc.
Leading Lawyer for M&A in the United States, Euromoney, 2022
Rising Star for M&A in the United States, Euromoney, 2021
Named to The M&A Advisor's list of "40 under 40 Emerging Leaders" for Mergers & Acquisitions, 2016