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Mergers and Acquisitions; Restructuring*

• Great Jones in its sale to Meyer Corporation
• Simple Health in its transaction with Twentyeight Health
• Expectful in its sale to Babylist
• Hilma in its sale to Biocodex SAS
• Anduin Technologies Inc. in its acquisition of TurgenSec Ltd
• Tequila company in the exclusive license of its RTD business to a global alcoholic beverages company
• TCGplayer Inc. in its acquisitions of:
  • ChannelFireball Inc. and BinderPOS Limited
  • Roca Robotics
• Nordic Semiconductor ASA in its acquisition of Mobile Semiconductor, Inc.
• SuperOrdinary in its acquisition of FanFix
• Phenomenal in its acquisition of Reductress
• Quartz Media in its sale to G/O Media
• Simple Health in its acquisition of Emme
• RapidSOS in its acquisition of IamResponding
• All of Us Financial in its sale to PayPal
• CueHit in its sale to NEOGOV
• Interseller in its sale to Greenhouse Software
• A business intelligence software company in its sale to a UK based global information services company
• PrepAgent in its sale to Aceable
• Vision Hill Group in its sale to Galaxy Digital Holdings Ltd
• Aterian, Inc. in its acquisition of Photo Paper Direct Ltd
• Mavely in its sale to Nu Skin Enterprises
• Transcontinental Gold Mines Pty Ltd. in its sale to Denarius Silver Corp.
• Esposito’s Sausage in its sale to a PE fund
• Brooks Brothers Group in the 363 sales of non-core businesses
• Veterinary software business in its sale of a majority stake to a veterinary clinic operator
• Direct mail marketing business in its sale to a private equity firm
• Transaction Committee of Navig8 Product Tankers in Navig8’s $1.1 billion sale to Scorpio Tankers and related equity offering
• R. Bard in its $24 billion sale to Becton Dickinson
• Astoria Financial in its:
  • $2.2 billion sale to Sterling Bancorp
  • Terminated $2 billion sale to New York Community Bank
• Johnson Controls in its $16.3 billion combination with Tyco Int’l
• Resource America in its $207 million sale to C-III Capital Partners
• Entities affiliated with Oswaldo Cisneros in their:
  • $200.7 million acquisition of Venezuelan oil interests from Harvest Natural Resources and Pluspetrol Resources
  • Recapitalization and strategic partnership with Harvest Natural Resources
• Bank of America in its:
  • Sale of its cash management business to BlackRock
  • Acquisition of a warrant to acquire 4.9% of MBIA's shares as part of a litigation settlement
• S&P Global in its $2.225 billion acquisition of SNL Financial
  • Atlas Energy, P. and Atlas Pipeline Partners, L.P. in the simultaneous:
    • $1.9 billion sale of Atlas Energy to Targa Resources Corporation
    • $5.8 billion sale of Atlas Pipeline Partners to Targa Resources Partners
  • Reverence Capital Partners in its investment in Victory Capital
  • Sears Holdings Corporation in its evaluation of strategic alternatives for its majority stake in Sears Canada
  • Harman International in its $365 million acquisition of AMX
  • Alico in its:
    • $274 million acquisition of Orange-Co’s citrus business
    • $72 million acquisition of Silver Nip Citrus from entities owned by certain Alico directors and officers
  • 734 Agriculture and Arlon Group in their $137.8 million acquisition of a majority interest in Alico
  • BioCryst Pharmaceuticals in its now-terminated $101 million acquisition of Presidio Pharmaceuticals

• Separation Transactions & Spin-Offs

  • Beauty company in the proposed separation of its creator business
  • Beauty and wellness company in the proposed separation of its influencer sales and marketing business
  • Insurance technology platform in its spin-out from a fintech investment company
  • Global media company in the separation and management buyout of its US media business
  • Consumer health company in the exploration of strategic alternatives for its optical products business
  • Brooks Brothers Group in the sale of its fashion jewelry business
  • CONSOL Energy in its spin-off of CONSOL Mining
  • The Chemours Company in its:
    • $325 million sale of its sulfur products business to Veolia
    • $230 million sale of its clean & disinfect business to Lanxess
    • $140 million sale of its aniline business to Dow Chemical
  • Johnson Controls in its:
    • $3.7 billion spin-off of Adient plc, its Irish-incorporated automotive seating and interiors business
    • $1.475 billion sale of its 50+ country Global WorkPlace Solutions business to CBRE
    • $200 million sale of its interests in Canadian and Australian facilities management joint ventures to Brookfield Asset Management
    • $265 million sale of its global automotive electronics businesses (excluding HomeLink) to Visteon
    • $700 million sale of its HomeLink business to Gentex
  • Atlas Energy, P. in its spin-off of its non-midstream assets, which was conditioned on the Atlas-Targa mergers
  • eBay in its $72 billion separation of eBay and PayPal
  • Bank holding company in its review of separation alternatives for its guaranteed loan business and securitized trusts
  • PPG Industries in its $2.1 billion Reverse Morris Trust split-off of its chlor-alkali and derivatives business to Georgia Gulf
  • Abbott Laboratories in its $54 billion spin-off of AbbVie

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Venture Capital Transactions*

• Aptos Labs in its:
  • $200MM Series Seed led by a16z crypto
  • $200MM Series A, with participation from Jump Crypto, Binance, Apollo and others
  • Multiple investments in and partnerships with blockchain-based companies
• Nori, a carbon removal marketplace, in multiple transactions, including its $6.25MM financing led by M13, Toyota Ventures, Placeholder and Cargill
• Address Labs, the developer of a cross-chain blockchain protocol, in multiple rounds of equity financing
• Impact Source, developer of a blockchain based mutual credit protocol, in multiple rounds of equity financing
• Quil, a layoff insurance company, in multiple financing transactions by bank holding companies
• Big Ticket Platform, an industry supported and funded digital platform for insurers, in multiple financing transactions and partnerships
• All of Us Financial, an online brokerage, in multiple transactions, including its Series Seed led by Coinsquare
• Forerunner Industries, a flood mapping clean tech company, in its Series A led by Union Square Ventures
• Simple Health, a DTC online birth control company, in multiple post-Series B financing transactions, including:
  • Equity financings led by Goodwater Capital and Waypoint Capital Partners
  • A term loan and revolving credit facility funded by JP Morgan
• Wellen, a healthcare company addressing osteoporosis, in multiple financing transactions
• SuperOrdinary, a global brand partnership company, in multiple transactions, including its:
  • Series B equity financing
  • Debt financing transactions
  • Multiple equity joint ventures and partnerships
• Maude, a sexual wellness company, in multiple equity financing transactions
• Henry Rose, a genderless fine fragrance company, in its Series A financing led by Sandbridge Capital
• Great Jones, a DTC cookware company, in multiple financing transactions
• Clare Paint, a DTC online paint supplier, in multiple rounds of equity financing, including its $8MM Series A led by Pendulum
• Bread Beauty Supply, a haircare company for curly and non-traditional hair, in its Series Seed equity financing
• Milo Pets, an integrated pet clinic company, in multiple financing transactions, including its Series Seed led by affiliates of Quiet Capital
• STUDS, a digital DTC and brick and mortar ear piercing studio, in its $20MM Series B led by Spark Capital
• Proper Wild, a plant-based energy drink company, in multiple equity financings and its partnership with Barstool Sports
• Los Sundays Familia, a tequila company, in multiple rounds of financing, including its Series A led by CircleUp Growth Partners
• Room9, an early stage venture studio focused on food and beverage, on multiple financings, including Last Crumb and Madre Mezcal
• Bravely, a digital company coaching solution, in multiple financing transactions
• Uzabase, Inc., a business intelligence company, in multiple corporate venture financing transactions
• Lockstep Ventures, an early stage venture fund focused on companies solving racial disparities, in the negotiation with its seed investors and in multiple early stage venture financings
• Cloud9 Technologies in multiple transactions, including its:
  • $17.5 million Series B funding round led by UBS
  • $30 million Series A funding round led by J.P. Morgan Chase, Barclays, NEX Group and Point72 Ventures
• Sears Holdings Corporation in its $380 million rights offering of 40% of Sears Canada
• 734 Agriculture in its $35 margin loan with Rabo AgriFinance
• Abbott Laboratories, in connection with the AbbVie spin-off:
  • $14.7 billion offering of AbbVie senior notes
  • $7.7 billion tender offer of outstanding notes of Abbott

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Capital Markets Transactions*

• Johnson Controls International plc in its:
  • $500 million and €1 billion registered notes offerings
  • Exchange offer and consent solicitation for $6.6 billion of outstanding notes issued by Johnson Controls and Tyco subsidiaries
• Adient in its $900 million and €1 billion 144A notes offerings in connection with its spin-off from Johnson Controls
• Entities affiliated with Oswaldo Cisneros in their $34 million private investment in Harvest Natural Resources
• Atlas Energy in its $40 million private issuance of preferred units in connection with the spin-off of its non-midstream assets
• Alico in its $207.5 million secured loan from affiliates of MetLife

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Special Situations*

• Co-founder of an early stage Web 3.0 venture fund in the restructuring of the fund and replacement of investment advisor
• Web 3.0 venture fund in the separation of one of its co-founders and related general partnership changes
• Developer of a blockchain protocol in its successful response to one of the first contested governance proposals
• Founder of a hedge fund of funds in its spin-out from a larger fund family
• Founder in the negotiation of governance matters and settlement of a trade secrets claim related to a digital health company
• DTC health care company in the separation of its CEO and CTO and the secondary sales of equity by those individuals
• DTC retail company in the separation of one of its co-founders and related governance changes
• AI company in its exploration of M&A opportunities as part of its response to trade secrets claims
• Journalist in their separation from a media platform they co-founded
• Founders of a fintech company in their negotiation of a governance agreement with their lead investor and buyout of the investor
• Founders of a fintech company in the winddown of a regulated equity and commercial joint venture and creation of a new company
• Blockchain company in its response to a claim that a third party was entitled to a 50% equity stake as a co-founder
• Co-founders of a fintech company in their spin-out from a private equity fund and related governance arrangements
• Biotechnology company in the creation of a structured dividend and mandatory redemption plan for preferred equity holders
• Multiple seed stage AI, consumer and media start-ups in the separation of a co-founder and negotiated equity repurchase
• CEO of a publicly traded company in the sale of a preferred “golden share” back to the company
• Driver Capital Management in matters related to certain of its activist campaigns
• Special Committee of the Board of Barnwell Industries in its response to activism campaigns by MRMP-Managers
• Activist group in their successful proxy contest to replace the entire board and CEO of Destination Maternity Corp.
• National Fuel Gas Company in its response to activism by Mario Gabelli, including the first attempt by an activist to nominate a director using proxy access
• Special Committee of TICC Capital in TICC’s response to:
  • An activist campaign by TPG Specialty Lending to terminate TICC’s investment management agreement
  • Simultaneous activist campaigns by TPG and NexPoint opposing the proposed acquisition of TICC’s manager
• eBay in its response to an activism campaign by Carl Icahn, one of the first company responses to make heavy use of Twitter
• Bank of America in its $1.6 billion settlement of litigation with MBIA, which included issuance of a warrant to buy 9% of MBIA
• Motorola Solutions in its director nomination and standstill agreement with ValueAct Capital

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*Certain matters above were handled prior to joining Perkins Coie, LLP