TRL031182 - Top Ranked

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Audra Cohen is co-Managing Partner of the Firm’s General Practice Group globally and serves as a partner in its M&A and Corporate Governance practices. She has extensive experience representing clients on a broad range of merger and acquisition and complex corporate transactions, including public company mergers, private company transactions, spinoffs and joint ventures, and advising boards of directors on corporate governance and activism matters. As an active member of the Firm’s management, Ms. Cohen also serves on the Firm’s Diversity Committee.

SELECTED REPRESENTATIONS

M&A Transactions

Adient in its agreement with Yanfeng Automotive Trim Systems (“YF”) to end its Yanfeng Adient Seating (“YFAS”) joint venture, under which Adient sold its interest in YFAS to YF for $1.21 billion and acquired YFAS’s interests in Chongqing Yanfeng Adient Automotive Components and in Yanfeng Adient (Langfang) Seating, and the restructuring of its previous joint venture relationships with YF
Andeavor in its $35.6 billion acquisition by Marathon Petroleum and $6.4 billion acquisition of Western Refining
AT&T in the $2 billion sale of its incumbent local exchange operations in Connecticut to Frontier Communications
Avon Products in numerous transactions
C&S Wholesale Grocers in its acquisition of the wholesale distribution and supply business of Grocers Supply Company
Collective Brands and its Board of Directors in its $2 billion sale to a consortium including Wolverine Worldwide, Blum Capital Partners and Golden Gate Capital
Connecticut Water Service in its $1.1 billion acquisition by SJW Group
Cronos Group in its $110 million purchase of an option to acquire a 10.5% ownership stake in PharmaCann; agreement with American actress, singer and director Kristen Bell in connection with the launch of Happy Dance™, a new line of Premium CBD Skincare; and $300 million acquisition of four of Redwood Holding Group’s operating subsidiaries, including its Lord Jones brand of CBD products
Diageo in its agreement with Casa Cuervo to acquire full global ownership and control of Tequila Don Julio and in Diageo’s sale of Bushmills to Jose Cuervo Overseas and Diageo (and its predecessor Grand Metropolitan) in various transactions
DiamondHead Holdings, a SPAC, in its $572 million pending merger with Great Southern Homes
Dynegy in its proposed $4.7 billion acquisitions by The Blackstone Group and Icahn Enterprises
Haleon Group in its demerger from the GSK Group, making Haleon the world’s biggest stand-alone consumer health company
Hershey Foods in numerous transactions including the proposed sale of Hershey by the Hershey Trust
Intercontinental Exchange in its its $8.2 billion acquisition of the NYSE and $5.2 billion acquisition of Interactive Data Corporation
Investor group led by entrepreneur and sports card collector Nat Turner, D1 Capital Partners and Cohen Private Ventures in its $853 million acquisition of Collectors Universe
Kraft Foods Group in its $55 billion merger with H.J. Heinz Company to create The Kraft Heinz Company
LSC Communications in its corporate reorganization and acquisition by Atlas Holdings and proposed $1.4 billion acquisition by Quad/Graphics, later terminated
NBTY in its $3.8 billion acquisition by The Carlyle Group
Panera Bread in its $7.5 billion acquisition by JAB
Pepco Holdings in its $6.8 billion acquisition by Exelon Corporation
Quality Care Properties, a public REIT, in its acquisition of its primary tenant, HCR ManorCare, later withdrawn
Quiet Logistics in connection with American Eagle’s $350 million acquisition of Quiet Logistics and strategic investments
Riverstone Holdings and Pattern Energy Group Holdings 2 LP (Pattern Development) in connection with Canada Pension Plan Investment Board (CPPIB) and Riverstone’s combination of Pattern Energy Group Inc. and Pattern Development under common ownership following CPPIB’s acquisition of Pattern Energy Group
Ron Shaich, founder, chairman, and former CEO of Panera Bread, in connection with his investment vehicle Act III Holdings’ equity investment in PAR Technology with respect to PAR’s $500 million acquisition of Punchh; Act III’s investment in BJ’s Restaurants; and Act III’s significant equity investment in Cava Group, to finance the $300 million acquisition of Zoe’s Kitchen
RR Donnelley & Sons in numerous transactions, including its spin-off of its financial print and PRS businesses to create three independent, publicly traded companies and numerous acquisitions, including of Consolidated Graphics and Bowne & Co.
Wachovia in its initial merger discussions with Citigroup and the government and its ultimate $15.1 billion merger with Wells Fargo
ZF Friedrichshafen in its $12.4 billion acquisition of TRW Automotive Holdings

Director and Committee Representations

Adient in its cooperation agreement with Blue Harbour Group
Board of directors of Albertsons in the $17.4 billion sale of Albertsons to SUPERVALU, CVS Corporation and Cerberus Capital Management
Dynegy in its proposed acquisitions by The Blackstone Group and Icahn Enterprises
Independent directors and strategic review committee of First Data Corporation in connection with the $29 billion buyout by KKR
Transactions committee of the board of directors of PepsiAmericas in its $4.2 billion sale to PepsiCo.
Sempra Energy in its cooperation agreement with Elliott Management and Bluescape Energy Partners
Special Committee of Tanker Investments in connection with its merger with Teekay Tankers

Selected Publications and Speaking Engagements

“Corporate Governance Feature: Shareholder Activism in the Regulated Utility Sector,” The M&A Lawyer (co-author, 2022)
“Shareholder Activism in the Regulated Utility Sector,” Financier Worldwide (co-author, 2022)
“Distressed M&A,” PLI’s Mergers & Acquisitions 2021: Advanced Trends and Developments (Moderator, 2021)
“Market Trends 2020/21: PIPEs,” Lexis Practice Advisor (co-author, 2021)
“Accelerating and Evolving Role of ESG and ‘Stakeholder’ Governance,” PLI’s Preparing for Shareholder Activism: What You Need to be Doing Now 2020 (Panelist, 2020)
“Planning for the Unpredictable: Proactive Scenario Planning by Boards of Consumer & Retail Companies,” WomenCorporateDirectors Global Institute (Panelist, 2020)
“Public Company M&A Deals,” 37th & 38th Annual Federal Securities Institute (Panelist, 2019 & 2020)
“Deal Activism: How Dealmakers Can Prepare for and Respond to Activist Campaigns Against M&A Transactions,” PLI’s Preparing for Shareholder Activism: What You Need to be Doing Now 2018 (Panelist, 2018)
“M&A Roundup: Today’s Deal Landscape,” PLI’s 49th Annual Institute on Securities Regulation (Panelist, 2017)
“What’s Trending in M&A?” PLI’s 48th Annual Institute on Securities Regulation (Panelist, 2016)
“Top Ten Regulatory Considerations for Executing Consumer and Retail Deals,” Bloomberg BNA (co-author, 2016)
“Hostile M&A,” PLI’s Hot Topics in Mergers and Acquisitions 2016 (Panelist, 2016)