Adam Cieply

Mr. Cieply's transaction experiences include the representation of:

• CION Investments in its acquisition of David's Bridal out of Chapter 11.
• Atlas Arteria (ALX.AX), one of the world's largest developers and operators of private toll roads, in its US$2.01 billion acquisition of a 66.67% majority interest in the Chicago Skyway toll road from CPP Investments and OMERS Infrastructure.
• Sempra Energy (NYSE: SRE) a Fortune 500 energy services holding company, in:

  • its US$1.785 billion sale of a non-controlling 10 percent interest in Sempra Infrastructure Partners to a subsidiary of the Abu Dhabi Investment Authority (ADIA). This transaction values Sempra Infrastructure Partners at approximately US$26.5 billion.
  • its US$3.37 billion sale of a non-controlling 20 percent interest in its new energy infrastructure business platform, Sempra Infrastructure Partners, to KKR. This transaction values Sempra Infrastructure Partners at approximately US$25.2 billion.
  • its US$3.59 billion sale of its Peruvian businesses including its 83.6 percent stake in Luz Del Sur to China Yangtze Power International (Hongkong) Co., Limited. The transaction was named "M&A Deal of the Year" by China Business Law Journal in 2020.
  • its US$9.45 billion all-cash acquisition of Energy Future Holdings Corp., which indirectly owns 80% of Oncor Electric Delivery Company, LLC, an operator of the largest electric transmission and distribution system in Texas. The transaction, which created the largest utility holding company in the US, valued Oncor at US$18.8 billion. This transaction was named "M&A Deal of the Year" by The Deal in 2018.
  • the acquisition by Oncor Electric Delivery Company LLC of InfraREIT, Inc. (NYSE: HIFR), for approximately $1.275 billion and the concurrent acquisition by (i) Sempra of a 50 percent interest in Sharyland Utilities, LP for approximately US$98 million and (ii) Oncor, through subsidiaries of InfraREIT, of certain North and West Texas assets of Sharyland. Sempra Energy owns an approximate 80-percent ownership stake in Oncor.
• Brookfield in (i) the sale of 121MWs of wind and solar projects in Uruguay to Cubico Sustainable Investments; (ii) its joint venture with Digital Realty focused on the development, ownership and operation of institutional quality data centers in India, with a subsequent 1/3 stake investment by Reliance Industries; (iii) its 50 percent partnership with Digital Realty Trust in the US$1.8 billion acquisition of Ascenty, a leading data center provider in Brazil; (iv) its C$4.3 billion acquisition of Enercare Inc., one of North America's largest home and commercial services companies; (v) its bid to acquire Cincinnati Bell Inc., which owns and operates the leading data transmission and distribution network in Cincinnati, Ohio and Hawaii, in a deal valued at US$2.6 billion; and (vi) its acquisition of Inter Pipeline Ltd., a Canadian company publicly traded on the Toronto Stock Exchange, for an implied value of C$13.5 billion.
• Mill Rock Capital in (i) its acquisition of Asbury Carbons, a leading provider of advanced materials, specializing in carbon additive solutions for a wide range of end markets and applications, (ii) its acquisition of Trojan Lithograph Corporation, a US-based full service provider of high-end, graphic paper packaging, from Arbor Investments, (iii) Trojan Lithograph's acquisitions of All Packaging Company, Keystone Paper & Box Company and Impressions Incorporated (iv) the acquisitions by Tandym Group, a Mill Rock portfolio company and a leading recruitment, contract staffing and workforce solutions firm, of Metro Systems and Longford & Co, and (v) the acquisitions by DRT Holdings, a Mill Rock portfolio company which provides specialized manufacturing solutions to the metal packaging, aerospace, and precision industrial segments, of Custom Machining Corporation.

• Peckham Industries, Inc., a construction & materials company, in its acquisition of E. Tetz & Sons, Inc., a leading aggregate, ready-mix concrete, and hot-mix asphalt producer (winner of Materials Deal of the Year at the 2023 M&A Advisor Awards).
• Hertz Global Holdings Inc. in
  • its reorganization and recapitalization through a combination of the issuance of new debt and equity capital in the context of the company's Chapter 11 proceedings. The transaction, sponsored by an investor group led by Knighthead Capital Management LLC, Certares Opportunities LLC and Apollo Capital Management, LP raised approximately US$7.216 billion in cash proceeds with an implied total enterprise value of approximately US$6.929 billion.
  • its US$875 million sale of Donlen Corporation, a fleet leasing and management business, to Apollo Global Management under Section 363 of the Bankruptcy Code.
• DIF Capital Partners, a leading global investment fund manager with €9.0 billion in AUM, in (i) the acquisition of Bernhard, LLC, the largest privately owned energy-as-a-service (EaaS) provider in the US, and (ii) the acquisition of a 55 percent ownership interest in Wireless Everywhere LLC (dba AirtowerNetworks), a leading developer, owner and operator of wireless digital infrastructure.
• PWM Property Management LLC in the sale of its interests in the commercial office tower located at 245 Park Avenue in New York City to an affiliate of SL Green Realty Corp., the largest landlord in Manhattan. The transaction is valued at approximately US$2 billion, including the assumption of US$1.76 billion of existing funded debt, the equitization of US$168 million of SL Green's existing preferred equity interests in 245 Park JV LLC, and the investment of US$68 million in cash to satisfy the obligations necessary to effectuate the restructuring.
• Certares Management LLC in (i) its investment in AmaWaterways, a leading luxury river cruising company, (ii) in its acquisition of Guardian Alarm, a super-regional security provider, (iii) its investment in Mystic Invest Holding, a leading Portuguese river cruise company and an emerging expedition cruise operator, (iv) its US$325 million co-investment in convertible debentures issued by Azul S.A., the largest airline in Brazil, and (v) its investment in Avoya Travel, a leading travel technology company.
• Elliott Management, a Tranche B DIP Lender in the chapter 11 cases of Avianca Holdings S.A., in the conversion of $900 million in DIP obligations into, and the contribution of $200 million of additional capital in exchange for, equity in reorganized Avianca.
• Siemens Corporation, a US subsidiary of Siemens AG, in the acquisition by its affiliates Siemens Industry, Inc. and Siemens Industry Software (India) Private Limited of certain assets related to the Edge technology business of Pixeom, Inc. and Pixeom India Pvt. Ltd.
• Luxoft Holding, Inc. (NYSE: LXFT), a global technology services and consulting company based in the British Virgin Islands, in its US$2 billion sale to DXC Technology (NYSE: DXC), the world's leading independent, end-to-end IT services company.
• An ad hoc group of creditors in their participation in US$325 million of new equity capital in the Chapter 11 reorganization and recapitalization of Acosta, Inc., a full-service sales and marketing agency, and elimination of all of Acosta, Inc.'s approximately US$3 billion of long-term debt.
• Odebrecht S.A. in its US$1.39 billion sale of the 456 megawatt Chaglla hydroelectric power plant in Peru to a consortium headed by China Three Gorges Corp. This transaction was recognized by Latin Lawyer's 2019 Deal of the Year Awards.
• Pilot Flying J, the largest operator of travel centers in North America, and its shareholders, the Haslam Family, in the investment in a significant minority stake by Berkshire Hathaway.
• The ad hoc committee of secured creditors of Concordia International Corp., an international specialty pharmaceutical company, in its US$3.7 billion recapitalization.
• An ad hoc group of holders on unsecured bonds in the Breitburn Energy chapter 11 cases.
• Affiliates of LS Power in the sale of interests in Sandy Creek Energy Associates, L.P. (SCEA), owner of an undivided interest in a coal-fired power generating plant located in the Electric Reliability Council of Texas, to a group of SCEA's lenders in connection with the restructuring of SCEA's approximately $1 billion of secured funded debt.
• The Unsecured Noteholders of Texas Competitive Electric Holdings Company, an Energy Future Holdings Corp. subsidiary, in a complex merger agreement as part of the largest US restructuring in 2015 and the US$12.5 billion acquisition of Oncor Electric Delivery Company.
• GlobalWafers Co. Ltd., a Taiwanese company publicly traded on the Taipei exchange and a global leader in the manufacture and sale of silicon wafers to the semiconductor industry, in its US$683 million acquisition of SunEdison Semiconductor Ltd. pursuant to a Singapore Scheme of Arrangement.
• Altria Group, Inc. in its acquisition of Sherman Group Holdings, LLC, a distributor of super-premium cigarettes and premium cigars.
• Vertex Pharmaceuticals, Inc., in its acquisition of cystic fibrosis drug, CTP-656, from Concert Pharmaceuticals, Inc., for up to US$250 million.
• The Official Committee of Unsecured Creditors in the chapter 11 cases of Samson Resources Company in the United States Bankruptcy Court for the District of Delaware.
• Ornua Co-operative Ltd. in its sale of its subsidiary, DPI Specialty Foods, Inc., one of the largest specialty food distributors in the United States, to Arbor Investments, a Chicago-based private equity firm specializing in the food and beverage industry.