Sebastian L. Fain

About Sebastian L. Fain

Sebastian focuses on M&A, activism defense and corporate governance. His experience is centered on domestic and cross-border M&A, including public company mergers, private equity acquisitions, joint ventures, complex business carve-outs and divestitures, hostile takeovers and defense, carve-out IPOs, spin-offs and split-offs. He also has experience representing clients in complex commercial agreements and in capital markets transactions, such as IPOs, secondary offerings, block trades, high-yield bond offerings and exchange offers.

Sebastian was named as a “Dealmaker of the Year” by the American Lawyer and has been recognized as a leading lawyer for Corporate/M&A by, among others, Bloomberg “40 under 40”, Lawdragon,  Legal 500, IFLR1000, and as a “Rising Star” by the MCAA.

Sebastian also had essays, op-eds and articles published in The Financial Times, Reuters, Law360, The Recorder, The Deal, ABA Business Law, Harvard Law School Forum on Corporate Governance, Deal Lawyers, The M&A Journal, and Insights.

Recent work

Healthcare

• AstraZeneca on its:
  • pending $2.4 billion acquisition of Fusion Pharmaceuticals.
  • pending acquisition of Amolyt Pharma
  • $1.2 billion acquisition of Gracell Biotechnologies Inc.
  • $1.1 billion acquisition of Icosavax.
  • joint Research and Collaboration Agreement with Cellantics SA
  • acquisition of LogicBio® Therapeutics, Inc.
  • $39 billion acquisition of Alexion Pharmaceuticals.
• The founder and CEO of Babylon on its $4.2 billion business combination with SPAC Alkuri Global.
• Abbott Laboratories on its:
  • $25 billion acquisition of St. Jude Medical.
  • spin-off of AbbVie Inc.

Media and Technology

• Universal Music Group on its:
  • majority Investment in Mavin Global.
  • spin-off from Vivendi SE and listing of 60% of its share capital on Euronext Amsterdam at a $40 billion valuation and concurrent sale of 10% of Vivendi’s holding in UMG to Pershing Square.
  • $3.36 billion sale of 10% of its equity by parent Vivendi to Tencent and related option for Tencent Music to acquire a piece of UMG’s China business.
• Committee of independent directors of the board of Qualtrics on the $12.5 billion all-cash sale of the company to a private equity consortium (the largest private equity transaction of the year).
• London Stock Exchange on its:
  • acquisition of AcadiaSoft.
  • acquisition of MayStreet.
• CarLotz on its sale to Shift Technologies.
• Cazoo on its $7 billion business combination with US SPAC AJAX I, including a concurrent $800m PIPE.
• Pivotal Acquisition Corp and its sponsor MGG Capital on its combination with KLDiscovery.
• Expedia on its $671 million sale of its majority interest in eLong to Ctrip and other investors.
• CBS on the $225 million sale of its international outdoor advertising business to affiliates of Platinum Equity.
• Alibaba on its $7.8 billion stock repurchase from Yahoo! and restructuring of Alipay with Yahoo! and Softbank.
• Promotora de Informaciones SA (PRISA) on its combination with Liberty Acquisition Holdings Corp. (at the time, the largest-ever SPAC deal).
• Polaris Acquisition Corp on its acquisition of Hughes Telematics.

Logistics and Transportation

• Euronav NV on its successful defense against a proxy contest launched by minority shareholder CMB in opposition of Euronav’s $4.2 billion merger with Frontline.
• GXO Logistics on its:
  • recommended £762 million cash offer for Wincanton plc.
  • recommended $1.2 billion cash and share offer for Clipper Logistics.
• XPO Logistics on its:
  • $3 billion acquisition of Con-way.
  • $1.26 billion PIPE equity raise from Ontario Teachers’ Pension Plan, GIC – Singapore’s sovereign wealth fund, Public Sector Pension Investment Board, and 12 other institutional investors.
  • €3.24 billion acquisition of Norbert Dentressangle S.A.
  • $615 million acquisition of New Breed Holding Company.
  • $335 million acquisition of Pacer International.

Consumer

• Japan Tobacco (JT) on its pending $2.4bn acquisition of Vector Group Ltd., and its joint venture with Altria Group to market and commercialize heated tobacco stick (“HTS”) products in the United States.
• Verlinvest GroupS.A. in connection with a comprehensive financing by Oatly AB.
• Clever Leaves on its business combination with SPAC Schultze Special Purpose Acquisition Corp.
• Global Brands Group on its $1.38 billion sale of a significant part its North American business to Differential Brands Group.
• Starbucks Corporation on its $7.15 billion global coffee alliance with Nestlé.
• Sears on its:
  • $900 million sale of the Craftsman brand to Stanley Black & Decker.
  • formation of Seritage Growth Properties and entry into a $2.5 billion sale-leaseback for 254 stores.
  • spin-off Lands’ End.
  • sale of the Kmart brand in Australia and New Zealand to Wesfarmers.

Chemicals and Industrials

• The Yokohama Rubber Company on its pending $905m acquisition of the Goodyear Tire & Rubber Company’s off-the-road tire business.
• New Mountain Capital and portfolio company Aceto on its acquisition of Syntor Fine Chemicals.
• Airgas on its $13.4 billion sale to Air Liquide.
• United Technologies on its $3.46 billion sale of its Hamilton Sundstrand industrial products businesses to BC Partners and Carlyle.
• Berry Plastics Corporation and Apollo Management on the $561 million acquisition of Pliant Corporation pursuant to a Chapter 11 plan of reorganization.

Energy and Energy Transition

• Ara Partners on its acquisition of a majority stake in USD Clean Fuels and USD Clean Fuels.
• Solvay on its pending joint venture with Orbia Group for the production of suspension-grade polyvinylidene fluoride (PVDF), creating the largest capacity for suspension-grade PVDF in North America.
• A major shareholder in ReNew Power on its $8bn de-SPAC.
• Spectra Energy on its $28 billion merger of equals with Enbridge.
• Atlas Energy on its:
  • spin-off of its non-midstream assets, including its 100% GP interest and incentive distribution rights in its E&P subsidiary, Atlas Resource Partners.
  • $1.8 billion merger with Atlas Energy Resources.
  • sale to Targa Resources Corp. for $1.9 billion in cash and stock.
• Sunoco on its $5.3 billion sale to Energy Transfer Partners.

Financial Institutions

• London Stock Exchange on its:
  • acquisition of AcadiaSoft.
  • acquisition of MayStreet.
• BGC Partners and GFI Group on the $650 million sale of GFI's Trayport business to Intercontinental Exchange.
• Nasdaq on its $1.1 billion acquisition of International Securities Exchange from Deutsche Börse AG.
• NYSE Euronext on its:
  • merger with the Intercontinental Exchange.
  • $23.4 billion agreed merger with Deutsche Börse and defense of unsolicited bid from Nasdaq Group and Intercontinental Exchange.