Michael Deyong

Recent matters include the representation of:

• EchoStar Corporation (NASDAQ: SATS), a globally, fully integrated communications and content delivery leader, on:
  • its entry into a definitive agreement under which DIRECTV will acquire EchoStar's video distribution business DISH DBS, including DISH TV and Sling TV, through a series of innovative debt exchange and financing transactions that will deliver its balance sheet and improve the company's debt maturity profile.
  • its combination with DISH Network Corporation (NASDAQ: DISH) in an all-stock merger at a fixed exchange ratio.
  • various other strategic transactions with DISH, including in (i) the tax-free spin-off and subsequent merger of its broadcast satellite service business, including nine satellites and certain real estate owned by EchoStar, with a subsidiary of DISH: and (ii) the transfer of EchoStar's technologies business to DISH in exchange for the redemption of two issues of preferred tracking stock issued in a prior transaction.
  • its investment in OneWeb, a satellite communications company jointly owned by the UK Government and Bharti Global after its emergence from bankruptcy.
• DISH Network Corporation (NASDAQ: DISH), an industry leader providing programming and technology, in:
  • its US$25.5 billion unsolicited proposal to acquire Sprint Nextel Corporation;
  • its acquisition of substantially all of the assets Blockbuster, Inc. in a court-approved auction under Section 363 of the Bankruptcy Code;
  • its sale of Blockbuster's Mexican operations to an affiliate of Group Salinas and the administration of its business in the United Kingdom; and
  • the spin-off of EchoStar Corporation.
• Elanco Animal Health Incorporated, a U.S. pharmaceutical company and global leader in animal health, in the sale of its aqua business to Merck Animal Health for $1.3 billion in cash.
• Xerox Holdings Corporation (NASDAQ: XRX) ("Xerox Holdings") on its entry into a share purchase agreement to repurchase all of the shares of Xerox Holdings' common stock beneficially owned by Carl C. Icahn and certain of his affiliates at a purchase price of US$15.84 per share, totaling an aggregate purchase price of approximately US$542 million.
• Gerald Champion Regional Medical Center on its combination with CHRISTUS Health, an international, not-for-profit health system, in a partnership that will preserve and enhance high-quality health care in the New Mexico area.
• Elevance Health, Inc. (f/k/a Anthem, Inc.), one of the nation's largest health benefits companies, in:
  • its agreement to acquire home health company CareBridge.
  • the acquisition of Kroger Specialty Pharmacy Holdings, Inc., The Kroger Co.'s specialty pharmacy and infusion business.
  • its strategic partnership with Clayton, Dubilier & Rice (CD&R) to accelerate innovation in primary care delivery, enhance the healthcare experience and improve health outcomes.
  • its acquisition of BioPlus.
  • its minority investment in the combined company emerging from the merger between Castlight Health, Inc., and Vera Whole Health, Inc.
  • its terminated proposed acquisition of Blue Cross and Blue Shield of Louisiana (BCBSLA),
  • its acquisition of Integra MLTC, Inc.
  • its acquisition of InnovaCare Health, L.P.'s Puerto Rico-based subsidiaries, including MMM Holdings, LLC (MMM) and its Medicare Advantage (MA) plan, MMM Healthcare, LLC, as well as affiliated companies and Medicaid plan.
  • its acquisition of myNEXUS Inc.
  • its acquisition of Beacon Health Options from Bain Capital Private Equity.
  • its acquisition of Aspire Health, Inc.
  • its acquisition of America's 1st Choice.
  • its acquisition of HealthSun from Summit Partners.
  • its terminated US$54.2 billion agreement to acquire Cigna Corporation, a combination that garnered front-page coverage for more than two years and involved extensive coordination of a White & Case team of cross-practice lawyers in M&A, antitrust, litigation and bank finance.
  • its acquisition of Simply Healthcare Holdings, Inc..
  • its sale of 1-800 CONTACTS, INC., to Thomas H. Lee Partners; its related sale of 1-800 CONTACTS' glasses.com business to Luxottica; and its prior acquisition of 1-800 CONTACTS from Fenway Partners.
  • its US$4.9 billion acquisition of Amerigroup Corporation.
  • its acquisition of CareMore Health Group from CCMP Capital Advisors.
  • the US$4.7 billion sale of its pharmacy benefit management business to Express Scripts, Inc. and
  • its US$6.5 billion acquisition of WellChoice, the parent company of Empire Blue Cross Blue Shield.
• Sempra Energy (NYSE: SRE), a Fortune 500 energy services holding company, in the:
  • US$3.37 billion sale to KKR of a non-controlling, 20 percent interest in Sempra Energy's new business platform, Sempra Infrastructure Partners, which integrates Sempra LNG, a leading developer of liquefied natural gas export infrastructure with IEnova (Infraestructura Energetica Nova, S.A.B. de C.V.), one of the largest private energy companies in Mexico. The transaction values Sempra Infrastructure Partners at approximately US$25.2 billion, including expected asset-related debt at closing of US$8.37 billion.
  • $5.81 billion acquisition of the remaining stake in Infraestructura Energética Nova SAB de CV (IEnova), one of the largest owners and operators of renewable power assets and energy transportation and storage in Mexico.
  • sale of its equity interests in its Peruvian businesses, including its 83.6 percent stake in Luz del Sur, to China Yangtze Power International (Hongkong) Co., Limited for US$3.59 billion in cash. The transaction was named "M&A Deal of the Year" by China Business Law Journal in 2020.
  • sale of its Chilean businesses, including its 100 percent stake in Chilquinta Energía S.A., to State Grid International Development Limited (SGID) for US$2.23 billion in cash. The transaction was named "M&A Deal of the Year" by China Business Law Journal in 2020.
  • purchase of a minority stake in Texas Transmission Holdings Corporation (TTHC), an indirect minority stockholder of Oncor Electric Delivery LLC, from Hunt Strategic Utility Investment, L.L.C. and
  • US$9.45 billion all-cash acquisition of Energy Future Holdings Corp., which indirectly owns 80 percent 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 United States, valued Oncor at US$18.8 billion. This transaction was named "M&A Deal of the Year" by The Deal in 2018; Michael also represented Sempra in connection with in the acquisition by Oncor of InfraREIT, Inc. (NYSE: HIFR), for approximately US$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.
• Diamond S Shipping Inc. (NYSE: DSSI), one of the largest publicly listed owners and operators of crude and product tankers, in its US$2 billion merger with International Seaways, Inc. (NYSE: INSW), one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products.
• CVC Capital Partners in its proposed investment, together with Silver Lake Partners and KKR, in US$6 billion convertible notes to be issued by Broadcom, a leading designer, developer and global supplier of a broad range of digital and analog semiconductor connectivity solutions, for the purpose of Broadcom's previously proposed acquisition of Qualcomm in a deal valued at US$121 billion.
• City Practice Group USA Holdings in its US$600 million sale to Warburg Pincus. City Practice Group operates 68 CityMD urgent care centers in the United States with more than one million patient visits per year.
• Vertex Pharmaceuticals, Inc., in its acquisition of cystic fibrosis drug, CTP-656, from Concert Pharmaceuticals, Inc., for up to US$250 million.
• 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. (NASDAQ: SEMI) pursuant to a Singapore Scheme of Arrangement.
• Fortis Inc. (NYSE, TSX: FTS), Canada's largest publicly-owned utility, in its US$11.3 billion acquisition of ITC Holdings Corp. (NYSE: ITC), the largest independent electric transmission company in the United States.
• 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 proposed US$12.5 billion acquisition of Oncor Electric Delivery Company.
• Global Infrastructure Partners, a leading global, independent infrastructure investor, in its strategic joint venture with Hess Corporation through the acquisition of a 50 percent interest in the owner of Hess's midstream crude oil and natural gas infrastructure assets located primarily in the Bakken Shale for cash consideration of US$2.675 billion.
• Regal Beloit Corporation (NYSE: RBC), a leading global manufacturer of electric motors, mechanical and electrical motion controls and power generation products, in its US$1.44 billion acquisition of the Power Transmissions Solutions business of Emerson Electric Co. (NYSE: EMR).
• First Republic Bank in its US$1.8 billion merger with Merrill Lynch & Co., Inc.
• Centerview Partners, financial advisor to Takeda Pharmaceutical Company Limited, the largest pharmaceutical company in Japan, on its € 520 million offer for TiGenix NV, a biopharmaceutical company, based in Belgium.
• AMCI Acquisition Corp. II (NASDAQ: AMCI), a SPAC, in its US$2.2 billion business combination with LanzaTech NZ, Inc., a leading carbon capture and transformation company combining synthetic biology and engineering to transform carbon waste into materials and high-value products.
• Landcadia Holdings III, Inc. (NASDAQ: LCY), a SPAC, in:
  • its US$2.642 billion business combination with 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.
  • its US$745 million business combination with Golden Nugget Online Gaming, Inc. (GNOG), one of the nation's leafding online casinos, from Landry's Fertitta LLC, part of the Landry's group of restaurant and hospitality businesses.
• 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.