Michael D. Helsel

Cross-Border Transactions

• ONO Pharmaceutical Co., Ltd., a Japanese pharmaceutical company, in its entry into a definitive merger agreement with Deciphera Pharmaceuticals, Inc., a biopharmaceutical company focusing on cancer therapies and treatments, under which ONO will acquire all outstanding shares of Deciphera common stock in a cash tender offer followed by a merger for a total equity value of $2.4 billion.
• Kakao Pay Corp. in an agreement to purchase a 19.9% stake of Siebert Financial Corporation (NASDAQ) of newly issued shares for approximately $17 million. Subject to shareholder and regulatory approval, Kakao Pay will acquire an additional 31.1% of Siebert of newly issued shares under a separate purchase agreement.
• Korea Investment Corporation (KIC), the sovereign wealth fund of the Republic of Korea, in its strategic minority investment in Golub Capital, a market-leading, award-winning direct lender and experienced credit asset manager.
• Vertical Bridge Holdings, LLC, the largest private owner and operator of communications infrastructure in the United States, in the acquisition by Caisse de dépôt et placement du Québec (CDPQ) of a 30% stake in the main operating subsidiary of Vertical Bridge.
• AB Volvo in the sale of its North American construction equipment rental business to Platinum Equity for $1.1 billion. 
• AstraZeneca PLC in its sale of certain antibiotics products to an affiliate of Pfizer Inc. for up to $1.575 billion.
• Guardian News & Media Limited in its purchase of all of the outstanding capital stock of ContentNext Media, Inc.

SPAC Transactions

• Concord Acquisition Corp II in its execution of a merger agreement with Events.com, Inc., an industry-leading event management platform, which values Events.com at a pro forma enterprise value of approximately $400 million.
• Concord Acquisition Corp III in its execution of a business combination agreement with GCT Semiconductor, Inc., a designer and supplier of LTE, loT and 5G semiconductor solutions, which values GCT Semiconductor at a pro forma enterprise value of approximately $661 million.
• Project Energy Reimagined Acquisition Corp. in its execution of a business combination agreement with Heramba GmbH, a special-purpose company focused on investing in companies with technologies and capabilities that accelerate decarbonization in urban transportation. Prior to the closing of the business combination, Heramba will consummate the acquisition of Kiepe Electric, a global leader in the electrification of road and rail urban transportation applications, which also designs, manufactures and implements power electronic products, electric drives and vehicle controls hardware and intelligent software for fleet management and energy management. The business combination values the combined company at a pro forma implied enterprise value of approximately $450 million.
• Jupiter Acquisition Corporation in its execution of a business combination agreement with Filament Health Corp. (OTCQB: FLHLF) (NEO: FH) (FSE: 7QS), which values Filament Health at a pro forma enterprise value of approximately $210 million (definitive agreement terminated).
• Bite Acquisition Corp. in its execution of a business combination agreement with Above Food Corp., an innovative food company, which values Above Food at a pro forma enterprise value of approximately $319 million.
• Oxus Acquisition Corp. in connection with the execution of a definitive business combination agreement with Borealis Foods Inc., a food technology company, which values Borealis Foods at an equity value of approximately $150 million.
• Golden Falcon Acquisition Corp. in connection with the execution of a definitive business combination agreement with MNG Havayollari Ve Taşimacilik A.Ş., a global logistics provider and e-commerce enabler, which values MNG at an enterprise value of approximately $675 million (definitive agreement terminated). 
• Mobix Labs, Inc., a provider of next generation wireless mmWave 5G and connectivity solutions, in connection with the execution of a definitive business combination agreement with Chavant Capital Acquisition Corp., which values the combined company at an implied pro forma equity value of approximately $295 million.
• Interprivate II Acquisition Corp. in connection with the execution of a definitive business combination agreement with Getaround, Inc., a private online car sharing service, valuing the combined company at a pro forma equity value of approximately $1.2 billion.
• Memic Innovative Surgery Ltd., a private Israeli company, in connection with the execution of a definitive business combination agreement with MedTech Acquisition Corporation, a publicly traded special purpose acquisition company, valuing the combined company at a pro forma equity value of approximately $1 billion (definitive agreement terminated).
• SH Parent, Inc. (Parallel), one of the largest privately-held multi-state cannabis operators in the U.S, in its definitive agreement to combine with Ceres Acquisition Corp. and its anticipated NEO exchange listing and enterprise value of US$1.884 billion (definitive agreement terminated).
• Schultze Special Purpose Acquisition Corp. in its definitive agreement to combine with Clever Leaves, a large-scale pharmaceutical-grade multi-national cannabis operator, and its anticipated NASDAQ listing and enterprise value of $255 million.
• Concord Acquisition Corp in connection with the execution of a definitive business combination agreement with Circle Internet Financial Limited, a global financial technology firm that provides payments and treasury infrastructure for internet businesses and also the principal operator of blockchain-based USD Coin (USDC) valuing Circle at $9 billion (definitive agreement terminated).
• Arrival Group, an EV manufacturer, in its definitive agreement to combine with CIIG Merger Corp. and its anticipated NASDAQ listing and enterprise value of $5.4 billion.
• Replay Acquisition Corp. in its definitive agreement to combine with Finance of America Companies, a consumer lending and services platform, and its anticipated NYSE listing and enterprise value of $1.9 billion.

Other M&A Transactions

• Fiorello Pharmaceuticals, Inc., one of ten companies approved to operate a medical cannabis company in the State of New York, in its acquisition via reverse subsidiary merger by Green Thumb Industries Inc. 
• New Enterprise Associates (NEA) in the sale of its equity interests in EPIX Therapeutics, Inc. (“EPIX”) to Ajax Health, LLC, an affiliate of the private equity firm Kohlberg Kravis & Roberts (KKR). EPIX is a medical device company that designs and manufactures a catheter-based system for the treatment of patients with atrial fibrillation (AFIB).
• Luminaire LED, Inc. (Luminaire LED) in the sale of the company to The Luminaires Group and its financial sponsor private equity fund Sentinel Capital Partners V, L.P. (Sentinel). Luminaire LED provides vandal resistant lighting and other custom LED products.
• Earth Networks, Inc. in the sale of its WeatherBug Consumer Business to xAd, Inc. Earth Networks has the largest network in the world for weather, lightning, and greenhouse gas monitoring.
• Lykan Bioscience Holdings, LLC in its equity recapitalization transaction with WindRose Health Investors, LLC.
• JP McHale Pest Management, Inc. in its acquisition by Anticimex AB. 
• Progressive Emergency Physicians, a New York-based emergency department management service, in its acquisition by Emergency Capital Partners, a portfolio company of Varsity Emergency Care Holdings, LLC.
• NorthStar Real Estate Income II, Inc. (“NorthStar II”), a public, non-traded REIT, in its business combination transaction with Colony NorthStar, Inc. (“CLNS”) and NorthStar Real Estate Income Trust, Inc. (“NorthStar I”), involving the combination of a select portfolio of CLNS assets and liabilities with NorthStar I and NorthStar II in an all-stock combination transaction to create a commercial real estate credit REIT with approximately $5.5 billion in assets and $3.4 billion in equity value.
• AstraZeneca Pharmaceuticals LP in its sale of the NDAs and license of the U.S. marketing and supply rights to certain products to ANI Pharmaceuticals, Inc. for $46.5 million
• Hines Real Estate Investment Trust, Inc. in its sale of its West Coast Portfolio to an affiliate of Blackstone Real Estate Partners VIII for $1.16 billion.
• Zeneca Inc. in its $1.15 billion acquisition of Pearl Therapeutics, Inc.
• Justice Holdings in a $1.4 billion transatlantic deal with Burger King.
• interclick, inc. in its $270 million acquisition by Yahoo! Inc.
• Guardian News & Media, Ltd. in the sale of substantially all of the assets and liabilities of its wholly owned subsidiary, ContentNext Media, Inc., a provider of online coverage of the economics of digital content, to Giga Omni Media, Inc.
• Corporate Property Associates 14 Incorporated in its $1.4 billion acquisition by Corporate Property Associates - Global Incorporated.
• Starwood Capital Group consortium in their participation in the plan of reorganization under Chapter 11 of the U.S. Code and related auction of the assets of certain affiliates and subsidiaries of Extended Stay Inc., which assets were sold to a consortium led by Centerbridge Partners for approximately $3.925 billion.
• Fairholme Capital Management in its $3.925 billion capital commitment for the stand-alone plan of General Growth Properties.
• ApaTech Limited in the sale of all of its outstanding capital stock to Baxter International Inc. for total consideration of $330 million.
• A professional sports team in its issuance of secured promissory notes and restructuring of outstanding indebtedness.
• Bracco Diagnostics, Inc. in its acquisition for $243 million of E-Z-EM, Inc. through a reverse subsidiary merger.
• Rose Compass LLC and funds managed by North Sound Capital LLC in connection with the equity investment in, and recapitalization of, Triax Holdings LLC, which is engaged in the acquisition and development of specialty dermatology-focused pharmaceutical products. Funds from the recapitalization, along with debt financing entered into at the time of the recapitalization, were used by Triax Holdings to acquire certain assets of Ferndale Laboratories Inc. related to the Locoid (TM) product line, which acquisition occurred concurrently with the consummation of the recapitalization and debt financing.
• Applica Incorporated in its acquisition by affiliates of Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. through a reverse subsidiary merger and concurrently in Applica's response to an unsolicited tender offer by NACCO Industries, Inc.
• IVAX Corporation in its acquisition for $9.9 billion (including assumption of debt) by Teva Pharmaceuticals Industries Ltd. through a reverse subsidiary merger.
• CNL Retirement Properties, Inc. in its acquisition for $5.3 billion (including assumption of debt) by Health Care Property Investors, Inc. in an auction through a forward subsidiary merger.
• Morgan Stanley & Co., Incorporated in its restructuring of V2 Music (Holdings) Limited, a Virgin Group company, and as lead investor in a Series C convertible preferred investment in a private finance company.
• ComVest Investment Partners II, LLC and Incubator Investments, LLC in connection with the acquisition of the assets of Weight Intervention and Surgical Healthcare Holding, LLC (and its subsidiaries).

• Catamaran in its $12.8 billion sale to UnitedHealth Group.
• Zipcar Inc. in its $500 million acquisition by Avis Budget Group Inc.
• ConAgra Foods, Inc. in its $6.8 billion acquisition of Ralcorp Holdings, Inc.
• Tempur-Pedic International in its $1.3 billion acquisition of Sealy Corporation.
• Presstek in its acquisition by MAI Holdings, an affiliate of American Industrial Partners.
• Rail America in its $2 billion acquisition by Genesee & Wyoming Inc.
• Grupo Modelo, S.A.B. de C.V. in its $20.1 billion buyout by Anheuser-Busch InBev.
• Oriental Financial Group Inc. in its $500 million acquisition of Banco Bilbao Vizcaya Argentaria S.A. (BBVA).
• Interline Brands, Inc., in its $1.1 billion acquisition by GS Capital Partners LP
• Benihana, Inc. in its $296 million acquisition by Angelo, Gordon & Co.
• Kensey Nash Corporation in its $360 million acquisition by Royal DSM.
• Parkway Properties, Inc. in its $200 million equity investment from TPG Capital Management.
• Central European Distribution Corporation in its strategic alliance with Russian Standard Corporation valued at $100 million.
• Primus Telecommunications Group, Inc. in the $200 million sale of its Australian Operations to M2 Telecommunications Group.
• DDi Corp. in its $282 million sale to Viasystems Group, Inc.
• TransUnion Corp. in its $3 billion acquisition by Advent International and GS Capital Partners VI Fund, LP.
• Pharmasset, Inc. in its $11 billion acquisition by Gilead Sciences, Inc.
• Toreador Resources Corporation in its $294 million merger with ZaZa Energy, LLC.
• PAETEC Holding Corp. in its $2.3 billion acquisition by Windstream Corp.
• Radiant Systems, Inc. in its $1.2 billion acquisition by NCR Corporation.
• ANSYS, Inc. in its $310 million acquisition of Apache Design Solutions, Inc.
• Fortress Technologies in its acquisition by General Dynamics (price not disclosed).
• Watson Pharmaceuticals in its EUR 400 million ($562 million) acquisition of Specifar Pharmaceuticals S.A.
• Kratos Defense & Security Solutions, Inc. in its $266 million acquisition of Integral Systems.
• Crude Carriers in its $280 million acquisition by Capital Products Partners.
• RadiSys in its $73 million acquisition of Continuous Computing.
• MKS Inc. in its CDN$292.5 million (approximately US$275 million) sale to The Product Development Company.
• Diamond Foods in its $2.35 billion acquisition of the Pringles business from The Procter & Gamble Company.
• Cadent Holdings in its $190 million acquisition by Align Technologies.
• Triton Container in its $3.3 billion acquisition by Warburg Pincus and Vestar Capital.
• Hercules Offshore in its $105 million acquisition of the assets of Vestar Capital.
• Herley Industries in its $270 million sale to Kratos Defense & Security Systems.
• Ceragon Networks in its $48 million acquisition of NERA Networks.
• Duke Energy in its $26 billion acquisition of Progress Energy.
• iGATE Corporation in its $1.22 billion acquisition of a majority stake in Patni Computer Systems.
• API Technologies in its reverse merger with SenDEC (price not disclosed).
• ReSearch Pharmaceutical Services in its $265 million sale to an affiliate of Warburg Pincus.
• Applied Signal Technology in its $490 million sale to Raytheon Company.
• Cypress Bioscience in its $255 million sale to Ramius and Royalty Pharma.
• Bucyrus International, Inc. in its $8.6 billion acquisition by Caterpillar Inc.
• Ventas in its $3.1 billion acquisition of the real estate assets of Atria Senior Living.
• American Commercial Lines in its $777 million acquisition by Platinum Equity.
• Gilat Satellite Networks in its $130 million acquisition of Wavestream.
• Brookfield Office Properties in its $1.2 billion combination with Brookfield Residential Properties.
• Internet Brands in its $640 million sale to Hellman & Friedman.
• Occam Networks in its $171 million sale to Calix.
• Unica in its $480 million sale to IBM.
• ITA Software in its $700 million sale to Google.
• Valeant Pharmaceuticals International in its $3.2 billion merger with Biovail Corporation.
• Sonic Solutions in its $323 million acquisition of DivX.
• Hardinge in response to an unsolicited tender offer by Industrias Romi valued at $116 million.
• White Electronic Designs Corporation in its $100 million sale to Microsemi Corporation.
• Triumph Group in its $1.4 billion acquisition of aircraft supplier Vought Aircraft Industries.

Principal Representations

• SAVVIS Communications Corporation in its acquisition for $155 million of substantially all of the assets of Cable &Wireless USA, Inc. and Cable & Wireless Internet Services, Inc. in a Section 363 bankruptcy sale.°
• France Telecom SA in its acquisition of the 13.7% interest in Orange SA that it did not already own and its subsequent squeeze out for the remaining Orange SA shares, valued in total at €6.7 (US$7.9) billion; also in connection with a €750 million bond repurchase and as a significant shareholder in the reorganizations of both NTL Incorporated and MobilCom AG.°
• AngloGold Limited in its $1.89 billion stock-for-stock merger with Ashanti Goldfields Company Limited to for AngloGold Ashanti Limited.°
• DaimlerChrysler AG in the sale of its subsidiary MTU Aero Engines GmbH to Kohlberg Kravis Roberts & Co.°
• Instrumentarium Corporation in its acquisition for $2.1 billion by the GE Medical Systems division of General Electric Company through a public tender offer qualifying for the Tier 1 exemption.°
• Novartis AG in its sale for €272.5 million of its global Nutritional Beverages business (with the exception of the U.S. and Puerto Rico) to Associated British Foods, plc, ABF Overseas Limited and R Twining & Company Limited.°
• Motorola, Inc. in its $300 million acquisition of RiverDelta Networks, Inc.°
• Morgan Stanley Leveraged Equity Fund II, L.P. in its acquisition via reverse-subsidiary merger of Enterprise Reinsurance Holdings Corporation.°
• Penn National Gaming, Inc. in its purchase of all of the assets of Colorado Gaming and Entertainment Co.°
• iPower Technologies Inc. in the sale of substantially all of its assets to DTE Energy Technologies, Inc.°
• Frank Schaffer Publications, Inc., a subsidiary of Harlequin Enterprises Limited, in the sale of substantially all of its assets to The McGraw-Hill Companies, Inc., and the sale of substantially all of the assets of Delta Education, Inc. and Cambridge Physics Outlet, Inc., also a subsidiary of Harlequin, to Wicks Communications & Media Partners, L.P.°
• Active Health Management, Inc. in its stock-for-stock merger with e-MEDx, Inc.°
• The Reynolds and Reynolds Company in its sale of its Information Systems Group business to ISG Acquisition Corp., an affiliate of The Carlyle Group.°
• Morgan Stanley Dean Witter Capital Partners IV, L.P. in its acquisition of all of the capital stock of Yuasa, Inc.°
• Ericsson Inc. in its cash tender offer for all of the outstanding shares of Microwave Power Devices, Inc. for $93.2 million.°
• SmithKline Beecham plc in its $1.6 billion divestiture of the products Famvir and Denavir/Vectavir to Novartis Pharma AG and its $1.2 billion divestiture of the product Kytril to F.Hoffmann-La Roche Ltd°

Corporate Government/Takeover Defense

• Provided takeover defense and corporate governance advice to Elan Corporation, plc.°
• Provided corporate governance advice to clients in the automotive, pharmaceuticals, and technology/hardware industries.°

°The above representations were handled by Mr. Helsel prior to joining Greenberg Traurig, LLP.

• Listed, Super Lawyers magazine, New York Super Lawyers, 2013-2024
  • Listed, "Rising Stars," 2012
• Member, Winning Team, ACG New York Champion’s Award, Consumer and Retail Products Deal of the Year (over $200mm) for Merger of Burger King and Justice Holdings Ltd., 2013
• Team Member, Corporate Board Member magazine and FTI Consulting Inc., one of "America’s Best Corporate Law Firms," 13^th Annual Legal Industry Study, 2013
• Listed, The Legal 500 United States, 2012
• Recipient, The M&A Advisor, Finalist for "40 under 40" Eastern region List, 2011-2012