O. Keith Hallam, III

Mr. Hallam has broad mergers and acquisitions experience spanning numerous industries. Representative matters (including those prior to joining White & Case):

Consumer Products

• ADT in the $1.6 billion sale of its commercial business to GTCR and its $1.2 billion equity investment from State Farm.
• Avon in the sale of 80% of its North America business to Cerberus Capital Management and in the PIPE investment by Cerberus in Avon’s international business.
• Casey’s General Stores in connection with the $1.9 billion unsolicited acquisition proposal by Alimentation Couche Tard, and related hostile tender offer and proxy contest.
• Central Garden & Pet Company in connection with a $1.1 billion unsolicited offer from Harbinger Group.
• DMGT in the $8.1 billion business combination of Cazoo and AJAX I SPAC.
• The Fresh Market in its $1.36 billion sale to affiliates of Apollo.
•  JBS in its $1.3 billion sale of Moy Park to Pilgrim's Pride.
• Pilgrim’s Pride in its $7.7 billion offer for Hillshire Brands and in connection with a competing offer to acquire Hillshire made by Tyson Foods.
• Pinnacle Foods in its $10.9 billion acquisition by Conagra Brands.
• Starwood Hotels in its $13.3 billion sale to Marriott International and in connection with a competing, unsolicited acquisition proposal from a consortium consisting of Anbang Insurance Group, J.C. Flowers & Co. and Primavera Capital.
• Unilever in the $2.15 billion sale of its Ragú and Bertolli pasta sauce business to Mizkan Group.
• US Foods in its $500 million convertible preferred equity investment from KKR, its $970 million acquisition of Smart Foodservice and its $1.8 billion acquisition of SGA Food Group.

Energy

• Cameron International in its $15 billion sale to Schlumberger.
• Montana Technologies in its joint venture with GE Vernova and its joint commercial collaboration with, and growth equity investment from, Carrier Global.

Financial Institutions

• AerCap in its $30 billion acquisition of GE Capital Aviation Services and its $28 billion acquisition of International Lease Finance Corporation from American International Group.
• AG Mortgage Investment Trust in its definitive merger agreement with Western Asset Mortgage Capital.
• Aon in its pending $13.4 billion acquisition of NFP.
• Banco Santander and its subsidiaries in the $1 billion sale of an interest in Santander Consumer USA to a consortium of private equity firms, including Warburg Pincus, KKR and Centerbridge Capital Partners.
• Fortress Investment Group in Nationstar Mortgage’s merger with WMIH, and in the sale by Fortress of its remaining 40.5% equity interest in OneMain Holdings to an investor group led by Apollo Global Management and Värde Partners.
• Jefferies in the expansion of its strategic alliance with Sumitomo Mitsui Banking Corporation, which includes a total commitment of up to $3.4 billion to Jefferies by SMBC.
• Lender Processing Services in its $4.3 billion sale to Fidelity National Financial.
• SMBC Aviation Capital in its $6.7 billion acquisition of Goshawk Aviation.
• Texas Capital Bank in the $3.4 billion sale of BankDirect Capital Finance to Truist.

Healthcare

• Alere in its $8 billion sale to Abbott Laboratories.
• AmerisourceBergen in its $6.5 billion acquisition of Walgreens’ Alliance Healthcare businesses, its $815 million acquisition of H. D. Smith and its strategic relationship with Walgreens and Alliance Boots.
• Artel in its acquisition by Advanced Instruments.
• Biogen in its $1.25 billion settlement and license agreement with Forward Pharma.
• Cano Health shareholders, including members of management, in the $4.4 billion SPAC merger with Jaws Acquisition Corp., including an $800 million PIPE investment.
• Roivant Sciences in its Strategic Alliance with Sumitomo Dainippon Pharma.
• Taro in its acquisition of Alchemee, formerly The Proactiv Company, from Galderma.
• ZimVie in the pending $375 million sale of its spine business to H.I.G. Capital.

Industrials

• Air Products and Chemicals in its unsolicited offer to acquire all outstanding shares of Airgas for approximately $7 billion.
• Alliant Techsystems in its $985 million acquisition of Bushnell Group.
• Brunswick in the $490 million sale of its Fitness business to KPS Capital Partners and its $910 million acquisition of Power Products’ Global Marine & Mobile business.
• HMS Networks in its pending $345 million acquisition of Red Lion Controls from Spectris.
• Martin Marietta in its $1.625 billion acquisition of Bluegrass Materials.
• Parker Hannifin in its $3.675 billion acquisition of LORD.
• Valvoline in the $2.65 billion sale of its Global Products business to Aramco.

Media and Entertainment

• OUTFRONT Media in the pending C$410 million divestiture of its Canadian business to Bell Media.
• Hibu Group in the sale of its U.S. business to H.I.G. Capital.
• Univision in its sale of a majority stake to Searchlight Capital and ForgeLight.
• Viacom’s transaction committee in the $30 billion merger with CBS.

Technology

• Affiliated Computer Services in its $8.4 billion sale to Xerox.
• Aras in its substantial growth investment from GI Partners.
• Conduent in the sale of its off-street parking business to Andera Partners, the sale of its commercial vehicle operations business to Alinda Capital Partners and the sale of its U.S. based human resource consulting and actuarial business to H.I.G. Capital.
• IBM in a number of dispositions and acquisitions, including its pending €2.13 billion acquisition of the StreamSets and webMethods platforms from Software AG, the $1.8 billion sale of select IBM software products to HCL Technologies, its collaboration agreement with Maersk, its acquisition of Promontory Financial, its acquisition of the product and technology businesses of The Weather Company from Bain, Blackstone and NBCUniversal, its $1 billion acquisition of Merge Healthcare, the $2.3 billion sale of its x86 server business to Lenovo and its $1.3 billion acquisition of Kenexa.
• Light & Wonder in the $6.05 billion sale of SG Lottery to Brookfield and $1.2 billion sale of OpenBet to Endeavor.
• Naspers in the merger of ibibo Group, its travel business in India, with MakeMyTrip.
• NCR in its strategic partnership with Blackstone, including an $820 million equity investment in NCR by Blackstone.
• OLX Brazil in its R$2.9 billion acquisition of Grupo ZAP.
• Prosus in its $1.8 billion acquisition of Stack Overflow and its $500 million PIPE investment in connection with Churchill II SPAC’s $1.5 billion merger with Skillsoft and acquisition of Global Knowledge.
• Robotic Research in its $228 million Series A financing round.
• Swvl in its $1.5 billion SPAC combination with Queen’s Gambit, including a $111.5 million PIPE investment and a $471.7 million equity financing facility, its proposed $100 million acquisition of Zeelo and its acquisitions of Urbvan, Volt Lines, door2door, Viapool and Shotl.
• Xerox in its spin-off of Conduent and in the $1.05 billion sale of its IT outsourcing business to Atos.

Telecommunications

• altafiber in its $2.9 billion acquisition by Macquarie Infrastructure, the pending $670 million sale of CBTS to TowerBrook, its $650 million combination with Hawaiian Telcom, its $201 million acquisition of OnX Enterprise Solutions and the sale of wireless spectrum licenses to Verizon Wireless.
• CommScope in its $1 billion investment from The Carlyle Group as part of CommScope’s $7.4 billion acquisition of ARRIS.
• Consolidated Communications’ special committee in the pending $3.1 billion acquisition by Searchlight and BCI.
• Frontier Communications in its $1.352 billion sale of operations in Idaho, Montana, Oregon and Washington to WaveDivision Capital in partnership with Searchlight.
• Partner Communications in the unsolicited acquisition proposal from HOT Telecommunication Systems and its controlling shareholder, Altice Europe.
• Route Mobile and its founding shareholders in the pending ₹59.22 billion sale of a majority stake in Route Mobile to Proximus Group.

Transportation

• Aerion in its partnership with Boeing to bring Aerion’s next generation supersonic business jet to market.
• Atlas Air in its $5.2 billion acquisition by an investor group led by Apollo, its long-term commercial agreements to provide air cargo services to Amazon and its grant of rights to Amazon to acquire Atlas Air equity.
• Brightline in its acquisition of XpressWest.
• Delta Air Lines in its acquisition of 49% of Virgin Atlantic from Singapore Airlines and in Delta’s related trans-Atlantic joint venture with Virgin.
• Florida East Coast Railway in its sale to Grupo México by Fortress Investment Group.
• Hertz in its $2.6 billion acquisition of Dollar Thrifty Automotive.
• Star Bulk in its pending $2.1 billion combination with Eagle Bulk Shipping.
• UTi Worldwide in its $1.35 billion sale to DSV.

Mr. Hallam has also represented numerous companies and boards of directors in defending against activist hedge funds. Recent examples include representing: 

• ARIAD Pharmaceuticals in its two settlement agreements with Sarissa Capital Management.
• Ashland in its proxy contest and subsequent settlement agreement with Cruiser Capital.
• Benchmark Electronics in its cooperation agreement with Engaged Capital.
• Brunswick in its interactions with Owl Creek Asset Management.
• Cameron in its interactions with Elliott Management and share accumulations by JANA Partners.
• Cano Health in its interactions with Third Point.
• Cheniere Energy in its negotiations and settlement agreement with Carl Icahn.
• Cincinnati Bell in its two successful proxy contests with Mario Gabelli and GAMCO investors.
• Conduent in its interactions with Carl Icahn and its agreement with Darwin Deason, a significant shareholder.
• Frontier Communications in its interactions with JANA Partners.
• Gannett in its successful acquisition of Belo, which was challenged by various arbitrageurs and hedge funds.
• Hertz in the adoption of its shareholder rights plan in response to an activist investor reported to be Carl Icahn and in connection with investments by Corvex Management and Third Point.
• Hologic in the adoption of its shareholder rights plan, in its settlement agreement with Carl Icahn, and in connection with an investment by Relational Investors.
• Jones Apparel in its settlement agreement with Barington Capital.
• NCR in its settlement agreement with Mick McGuire and Marcato Capital.
• Occidental Petroleum in Carl Icahn’s written consent solicitation of Occidental shareholders and Occidental’s subsequent nomination agreement with Carl Icahn.
• Olin in its cooperation agreement with Sachem Head Capital Management.
• Perspecta in its interactions with JANA Partners.
• Starwood Hotels in its dealings with JANA Partners and Third Point.
• UTi Worldwide in its interactions with Starboard and negotiations with its shareholder P2 Capital.
• Valvoline in a confidential resolution of an activist shareholder matter.
• Web.com in its settlement agreement with Okumus Fund Management.
• Xerox in its two settlement agreements with Carl Icahn prior to its spinoff of Conduent.