Victoria specializes in executive compensation and employee benefits. Her experience includes the drafting and design of compensation and benefit arrangements for US and multinational public and private companies including incentive and deferred compensation, bonus, stock option, profits interests, restricted stock and other equity and non-equity-based arrangements, including advising on benefits-related tax and securities law.
Victoria is also experienced in the drafting and negotiation of executive employment, severance, retention, change-in-control, non-competition and waiver and release agreements.
Victoria advises on a variety of compensation, benefit and employment issues raised in the context of corporate transactions, including merger, acquisition, joint venture and other business combinations and has worked on a number of notable cross-border transactions.
Victoria advises clients on compliance with ERISA fiduciary and plan asset requirements including the structure and offering of various securities and financial products, the formation and ongoing compliance of private equity and hedge funds, and compliance with ERISA's various prohibited transaction rules and exemptions.
TotalEnergies Renewables USA in its acquisition from Austin, Texas-based Core Solar, LLC of 4GW of utility-scale solar and energy storage development projects across several U.S. states and power markets.
Calpine Corporation in its US$17 billion sale to Energy Capital Partners, an energy-focused private equity firm, and a consortium of investors including Access Industries and Canadian Pension Plan Investment Board.
Soaring Eagle Acquisition Corp. (NASDAQ: SRNG), a SPAC, in its US$15 billion business combination with Ginkgo Bioworks, Inc., a synthetic biology company, which uses technology to program cells for a potentially wide variety of uses, including fragrances and sweeteners, as well as mRNA vaccines and animal-free proteins.
Flying Eagle Acquisition Corp. (NYSE: FEAC), a SPAC, in its US$4.3 billion business combination with Skillz Inc., a mobile-gaming company based in California.
Falcon Capital Acquisition Corp. (NASDAQ: FCAC), a SPAC, in its US$3.9 billion business combination with Sharecare, Inc., a digital health company based in Georgia.
SES Holdings Pte. Ltd., a developer and manufacturer of high-performance hybrid lithium-metal rechargeable batteries for electric vehicles, in its US$3.6 billion business combination with Ivanhoe Capital Acquisition Corp. (NYSE: IVAN), a SPAC focused on electrification of society and industry.
Continental Resources, Inc., a top 10 independent oil producer in the US based in Oklahoma City, in its US$3.25 billion acquisition of certain assets in the Permian Basin from affiliates of Pioneer Natural Resources Company, another large independent oil and gas exploration and production company based in Dallas.
Ascendant Digital Acquisition Corp. (NYSE: ACND), a SPAC, in its US$3 billion business combination with Beacon Street Group, LLC, a leading multi-brand digital subscription service platform that provides premium financial research, software, education and tools for self-directed investors.
Landcadia Holdings III, Inc. (NASDAQ: LCY), a SPAC, in its US$2.642 billion acquisition of HMAN Group Holdings Inc., the parent company of The Hillman Group, Inc., a leading distributor of hardware and home improvement products, personal protective equipment and robotic kiosk technologies, from CCMP Capital Advisors, LP.
ION Acquisition Corp 1 Ltd. (NYSE: IACA), a SPAC, in its US$2.6 billion business combination with Taboola.com Ltd., an Israeli private company and a global leader in powering recommendations for the open web.
Fusion Acquisition Corp. (NYSE: FUSE), a SPAC, in its US$2.2 billion business combination with MoneyLion Inc., America's leading digital financial platform.
Diamond S Shipping Inc., one of the largest publicly listed owners and operators of crude and product tankers, in its US$2 billion merger with International Seaways, Inc., one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products.
CITIC Capital Acquisition Corp. (NYSE: CCAC), a SPAC, on its US$1.4 billion business combination with Quanergy Systems Inc., a technology company in the LiDAR industry.
ION Acquisition Corp 2 Ltd. (NYSE: IACB), a SPAC, in its US$1.3 billion business combination with Innovid, Inc., a global leader in connected TV ad delivery and measurement.
Quad-C Management, Inc. 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.
B. Riley Principal 150 Merger Corp. (NASDAQ: BRPM), a SPAC, in its US$1 billion business combination with FaZe Clan, Inc., a leading US gaming, lifestyle and digital content platform.
bolttech Holdings Ltd., an international insurtech company, in its US$180 million series A equity financing round, which values bolttech at more than US$1 billion - giving bolttech unicorn status only one year after its launch in 2020. Activant Capital Group acted as lead investor in the eqiuty financing round.
Toys "R" Us on WHP Global's significant minority investment in and strategic partnership with TRU Kids Parent LLC, parent company to the Toys "R" Us and Babies "R" Us brands.
DFP Healthcare Acquisitions Corp. (NASDAQ: DFPH, DFPHW), a SPAC, in its US$842 million business combination with The Oncology Institute, a US market-leader in value-based oncology care.
FG New America Acquisition Corp. (NYSE: FGNA), a SPAC, in its US$800 million business combination with Opportunity Financial, LLC, a leading financial technology platform that focuses on helping middle income, credit-challenged consumers build a better financial path through affordable personal loans.
Electric commercial vehicle company VIA Motors International, Inc. on its acquisition (in an all-stock merger valued at up to US$630 million) by Ideanomics, Inc., a global company focused on driving the adoption of commercial electric vehicles and associated energy consumption.
Deerfield Healthcare Technology Acquisitions Corp. (NASDAQ: DFHT), a SPAC, in its US$614 million business combination with CareMax Medical Group, L.L.C. and IMC Medical Group Holdings LLC, creating a technology-enabled care platform providing value-based care and chronic disease management to seniors.
City Practice Group USA Holdings in its US$600 million sale to Warburg Pincus.
AutoLotto, Inc., a leading platform to play the lottery online, in its US$526 million business combination with Trident Acquisitions Corp. (NASDAQ: TDACU, TDAC, TDACW), a SPAC.
Macquarie Infrastructure Partners in its acquisition of Lakeshore Recycling Systems, the largest private waste company in Illinois, specializing in recycling and waste diversion programs, roll-off container services, portable restroom rentals, mulch distribution, street sweeping, on-site storage options and comprehensive waste removal.
Priority Power Management, LLC, an independent energy management services and consulting firm, in its:
- acquisition of Satori Enterprises LLC (d/b/a Satori Energy), a leading energy consulting firm based out of Chicago, Illinois serving more than 55,000 industrial, municipal and residential clients in 25 states, the District of Columbia, Canada and Mexico.
- issuance of US$262.5 million of convertible preferred equity to an affiliate subsidiary of Oaktree.
Iconix Brand Group in the US$345 million sale of its entertainment division to DHX Media, which includes an 80 percent controlling interest in the Peanuts branded business and 100 percent of the Strawberry Shortcake business.
FS Development Corp. II (NASDAQ: FSII), a SPAC, in its US$276.2 million business combination with Pardes Biosciences, Inc., an early stage biopharmaceutical company developing a potential direct-acting, oral antiviral drug to treat and prevent SARS-CoV-2 infections.
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.
Dynegy Inc. in its US$119 million sale of two intermediate gas-fueled plants located in Dighton and Milford, Massachusetts to a subsidiary of Starwood Energy Group Global.
NovaQuest Capital Management LLC in its acquisition of Spectra Medical Devices, Inc., a leading manufacturer of procedural needles and distributor of generic injectable drug products.
Last Mile Energy Solutions, LLC, a developer of liquefied natural gas (LNG) production and distribution assets with headquarters in Houston, in its acquisition of CenterPoint Energy Mobile Energy Solutions, Inc., a provider of solutions with respect to compressed natural gas and LNG.
Mill Rock Packaging Partners LLC and its affiliates in its acquisition of All Packaging Company, a cartons manufacturing company.
Harvest Partners in its acquisition of PRO Unlimited, a provider of contingent workforce management services and software.
Tengram Capital Partners in its acquisition of Earth Treks, Inc., an operator of commercial indoor climbing gyms in Maryland, Virginia and Colorado.
Harvest Partners in its acquisition of Material Handling Services.
Quad-C Management, Inc. in its investment in Pharm-Olam International, Ltd., a multinational, full-service clinical research organization (CRO) serving the biopharmaceutical and medical device industries.
Azelis Americas, LLC, a specialty chemicals and food ingredients distributor in North America, in its acquisition of Vigon International, Inc., a leading US specialty distributor and manufacturer of ingredients for the flavors, fragrances and cosmetics market segments.
Sole Source Capital LLC, an industrial-focused private equity firm:
- in its acquisition of I.D. Images, a manufacturer of high-quality durable and graphic intensive labels.
- and its portfolio company, Peak Technologies, a value-added reseller of barcoding and data collection solutions across North America, in its acquisition of:
- DBK Concepts, Inc., a value-added reseller of AIDC labels, media and hardware for healthcare, manufacturing and industrial end-markets.
- Bar Code Direct, Inc., a value-added reseller of AIDC solutions for the manufacturing, retail, consumer, and healthcare end-markets.
and its portfolio company, Supply Chain Services, a premier provider of automatic identification and data capture (AIDC) and factory automation solutions to customers across North America, on its acquisition of ISG Technologies, a value-added reseller of AIDC hardware and provider of repairs, maintenance and managed mobility services.
and its portfolio company, Dallas Plastics, a leading manufacturer of blown polyethylene film with printing, embossing, and other value-added capabilities for the medical food, and industrial end markets, on its acquisition of Hi-De Liners, Inc., a manufacturer of blown high-density polyethylene and linear low-density polyethylene film.
Explanation of Equity Award Cash-out in Corporate Transaction, Memorandum, Lexis Practice Advisor, 2018
Explanation of Equity Award Rollover in Corporate Transaction, Memorandum, Lexis Practice Advisor, 2018
DOL issues final fiduciary rule defining "investment advice" under ERISA and the code, White & Case, 2016
Private Equity Funds Held Liable for Pension Obligations of a Portfolio Company, White & Case, 2016
Leading Lawyer for US Corporate Employment Law, Lawdragon 500 2020-2021
Rising Star Distinction, Super Lawyers, 2014 and 2016