Francis E. Lupinacci

Recent transactions include the representation of:

Ridgewood Infrastructure, a leading infrastructure investment firm focused on essential infrastructure in the U.S. lower middle market, on the sale of its 75% interest in the Vista Ridge water pipeline.

Saudi Arabian Oil Company, in its:

• US$2.65 billion carve-out acquisition of Valvoline Inc.'s (NYSE: VVV) Global Products Business;
• US$69.1 billion acquisition of a 70 percent stake in Saudi Basic Industries Corporation (SABIC) from the Public Investment Fund. The transaction was named "M&A Deal of the Year (Over US$50 billion)" by The M&A Advisor (2020); and
• acquisition of Motiva Enterprises LLC from its joint venture partner Royal Dutch Shell PLC.

Pernod Ricard, in its:

• acquisition of multiple minority equity stakes of Sovereign Brands and its portfolio of fast-growing super premium wine and spirits brands;
• acquisition of a 20% interest in Sotol Nocheluna, LLC, a producer and marketer of sotol spirits;
• acquisition of control of Rabbit Hole Spirits, LLC, a US premium bourbon brand based in Kentucky, from its founder; and
• acquisition of Firestone & Robertson Distilling, owner of the TX brand, a leading whiskey brand headquartered in Fort Worth, Texas, from its founder and private equity owners.

The Sonnenberg Family, the controlling equity holder of Hunter Douglas N.V., a Dutch multinational corporation and the global market leader in window coverings and architectural products, in its US$7.1 billion sale to large Brazilian private equity firm 3G Capital, and related rollover investment.

Avon Protection p.l.c. (LON: AVON), an innovative technology group, specializing in chemical, biological, radiological and nuclear and respiratory protection systems, in its:

• US$233 million sale of its dairy division, milkrite | InterPuls;
• acquisition of Team Wendy, LLC, a supplier of critical protective systems including helmets and helmet liner and retention systems for military and first responders; and
• acquisition of 3M's (NYSE: MMM) ballistic-protection business in the United States and the rights to the Ceradyne brand.

Fusion Acquisition Corp. (NYSE: FUSE), a SPAC, in its US$2.2 billion business combination with MoneyLion Inc., America's leading digital financial platform.

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.

Forum Merger III Corporation (NASDAQ: FIII), a SPAC, in its US$1.4 billion business combination with Electric Last Mile, Inc., an electric vehicle company.

Roark Capital Group and its portfolio company Inspire Brands, Inc., a global multi-brand restaurant company, in its:

• US$2.3 billion acquisition of Sonic. Corp. (NASDAQ:SONC), a drive-in fast food restaurant chain based in Oklahoma;
• US$450 million purchase of The Wendy's Company's (NASDAQ: WEN) remaining minority ownership interest in Inspire Brands; and
• US$2.9 billion acquisition of Buffalo Wild Wings, Inc. (NASDAQ: BWLD), an established international owner, operator and franchisor of quick-service restaurants.

Summa Equity, a Nordic private equity sponsor, in its:

• acquisition of CytoSmart, a Dutch live cell imaging innovator, by portfolio company Axion BioSystems;
• acquisition of Axion BioSystems, a US life science tools business and leading provider specializing in the development, production, and marketing of MEA (Microelectrode Arrays) and impedance technologies; and
• acquisition of Olink Proteomics Holding AB, a Swedish life science company.

Triton Investment Management Ltd., in its:

• acquisition of TDS (Time Data Security) Ltd, an access control company based in Ireland by portfolio company ACRE Operating Group; and
• acquisition of ACRE Operating Group, LLC, a leading end-to-end security solutions provider.

Cordiant Digital Infrastructure Limited, in its acquisition of DataGryd Data Centers, LLC, a New York owner and operator of data centers.

Newlight Partners LP, in connection with certain equity and debt investments in Sunnova Energy International Inc. (NYSE: NOVA), a leading residential solar and energy storage service provider.

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.

HgCapital, a specialist private equity investor focused on software and service businesses, in its acquisition of Intelerad Medical Systems, a leading global provider of medical imaging software and enterprise workflow solutions.

Investindustrial, a leading European private equity firm, in its acquisition of Jacuzzi® brands, from investment funds affiliated with each of Apollo Global Management, LLC, Ares Management Corporation, and Clearlake Capital Group, L.P.

Harvest Partners, in its:

• acquisition of PeopleTicker, a leading independent compensation software company, by portfolio company PRO Unlimited;
• sale of BHI Investments, a leading specialty energy services company, to AE Industrial Partners;
• acquisition of FCX Holdings Corp., a provider of process flow control solutions and products to a variety of process industries, and the subsequent representation of FCX Performance, Inc. in its acquisition of Corrosion Fluid Products Corp., a Michigan-based distributor of pumps, valves, fiberglass and specialty lined pipe, hose and fittings; and
• acquisition of DCA Investment Holdings LLC, one of the largest multi-branded dental support organizations in the United States.

Blue Water Energy LLP, in its acquisition of Authentix, a leading global authentication and information services company based in Dallas, which assists customers in combating illicit trade and managing the integrity of their global supply chains, from The Carlyle Group.

Hess Corporation (NYSE: HES), in its US$850 million sale of its US East Coast and St. Lucia terminal network to an affiliate of Buckeye Partners LP.

Fortis Inc. (NYSE: FTS), in its US$1.5 billion acquisition of CH Energy Group Inc., a regulated transmission and distribution utility. The transaction, which marks the initial entry by Fortis into the US-regulated electric and gas utility marketplace, was named "Energy Deal of the Year" by The M&A Advisor (2013).

Federal-Mogul Corporation, a public company controlled by Carl Icahn and listed on the NASDAQ, in its acquisition of Affinia Group, Inc.'s chassis components business.

Macquarie Infrastructure Corporation and its subsidiary International-Matex Tank Terminals LLC, in its US$171.5 million acquisition of Epic Midstream LLC, an independent liquid bulk storage and logistics solutions provider.

Pilot Flying J, the largest operator of travel centers in North America, and its shareholders, the Haslam Family, in numerous transactions, including:

• its acquisition of a controlling interest in Maxum Petroleum, Inc., a leading independent energy logistics company.
• the acquisition of Flying J Inc.'s core travel plaza and truck stop businesses by Pilot Travel Centers LLC. The acquisition, which combined the first and second largest travel plaza operators in the nation to create a new company called Pilot Flying J with a combined value in excess of US$5 billion, was featured as one of the "Most Innovative M&A Transactions in the United States" by The Financial Times (2010) and was named "Deal of the Decade," "Turnaround Deal of the Year (Large Market)" and "Divestiture Deal of the Year" by the M&A Advisor (2011).

Maxum Petroleum Inc., in its merger with Thomas Petroleum.

Electronic Funds Source LLC, a leader in innovative corporate payment solutions, in its sale to an affiliate of Warburg Pincus, LLC.

Elevance Health, Inc. (f/k/a Anthem, Inc.) in the US$4.7 billion sale of its pharmacy benefit management business to Express Scripts, Inc.