Environmental, Social & Governance (ESG) Task Force
American University, Washington College of Law - J.D., 2006
American University - B.A., 2003
Joshua Apfelroth is a partner in Cadwalader’s Corporate Group.
His practice involves counseling clients in a broad range of complex transactional matters, including public and private mergers, acquisitions, divestitures, proxy contests, tender offers, exchange offers, spinoffs and joint ventures. In addition, Josh represents issuers, underwriters and selling stockholders in connection with public and private securities offerings. He also advises clients on complex transactions involving distressed companies and assets, including mergers, acquisitions, investments and financings, as well as restructurings. Josh’s practice also includes the representation of investment banks in their capacity as financial advisors on M&A and other transactions.
In addition to his transactional experience, Josh advises clients in a wide array of governance, securities and other commercial matters, including directors' duties and responsibilities, board composition, disclosure issues, and compliance.
Josh, who was named a 2016 New York Metro mergers and acquisitions Rising Star by Super Lawyers, is admitted to practice in the State of New York.
His representative transactions include:
Mergers and Acquisitions
- Forbes Media LLC on its sale of a majority stake to a group of international investors as part of the company's global growth strategy.
- Acorda Therapeutics, Inc. in its acquisition of Civitas Therapeutics, Inc.
- Private cybersecurity company in connection with various commercial and capital raise transactions.
- Dover Corporation in the reorganization and sale of its business unit, Texas Hydraulics, Inc. to Wynnchurch Capital.
- Genpact Limited in its acquisition of OnSource LLC.
- Genpact Limited in its acquisition of TandemSeven, Inc.
- The Dagim-Go Fish LLC in its sale of The Fishing Company of Alaska, Inc. to Ocean Peace, Inc. and O’Hara Corporation.
- Towers Watson & Co. in its acquisition of Acclaris.
- Towers Watson & Co. in its acquisition of Extend Health, Inc.
- Towers Watson & Co. in its acquisition of Liazon Corporation.
- Towers Watson & Co. in the sale of its Reinsurance Brokerage business to Jardine Lloyd Thompson Group plc (JLT).
- Evercore as financial advisor to the Special Committee of the Board of Directors of Genco Shipping & Trading Limited in connection with the sale of preferred stock by Genco to a number of investors, including affiliates of Centerbridge, Apollo and Strategic Value Partners, for an aggregate purchase price of $125 million.
- Evercore as financial advisor to Höegh LNG Partners LP in connection with a dropdown transaction pursuant to which Höegh LNG Partners purchased from a subsidiary of Höegh LNG Holdings Ltd. a 51% ownership interest in Höegh LNG Colombia Holding Ltd. for a purchase price of $189 million.
- Evercore as financial advisor to the Special Committee of the Board of Directors of Tanker Investments Ltd. in connection with its sale to Teekay Tankers Ltd. in a share for share exchange.
- Elan Corporation, plc in the spinoff of its drug discovery business, Prothena Corporation plc.
- Pfizer, Inc. in its $68 billion acquisition of Wyeth.
- Pfizer, Inc. in its $3.6 billion acquisition of King Pharmaceuticals, Inc.
- Pfizer, Inc. in the $16.6 billion sale of its Consumer Healthcare business to Johnson & Johnson.
- Trian Fund Management in Triarc Companies, Inc.’s acquisition of Wendy’s International, Inc.
- Nektar Therapeutics in the sale of its royalties on future sales of CIMZIA® and MIRCERA® to Royalty Pharma.
- Six Flags Entertainment Corporation in its acquisition of an interest in a joint venture that owned Dick Clark Productions, Inc., and in the sale of certain theme parks to PARC 7F-Operations Corporation and CNL Income Properties, Inc.
- The Bear Stearns Companies, Inc. in its merger with JPMorgan Chase & Co.
- Credit Suisse USA, Inc. in its acquisition of LIME Financial Services, Ltd.
- JPMorgan Securities LLC, Centerview Partners LLC, Banc of America Securities LLC, Financo Securities, LLC, Barclays, Lehman Brothers Inc., and Bear Stearns & Co. Inc. in their capacities as financial advisor in connection with various mergers and acquisitions transactions.
Securities and Shareholder Activism
- Marcato Capital Management LP in its acquisition of a 6% stake in Deckers Outdoor Corporation and proxy contest seeking to elect a minority slate of directors to the company’s board.
- Marcato Capital Management LP in its acquisition of a 9.9 % stake in Buffalo Wild Wings, Inc. and its successful effort to elect three directors to the company’s board in a proxy contest.
- Marcato Capital Management LP in its acquisition of a 5.1% stake in Terex Corporation and its subsequent agreement to add a representative of Marcato to the board.
- Safe Bulkers, Inc. in a $17.2 million public offering of common shares.
- Pershing Square Capital Management in its acquisition of a 7.5% stake in Mondelez International, Inc.
- Perrigo Company plc in an $80 million sale of ordinary shares of Prothena Corporation plc.
- Deutsche Bank and other underwriters in Air Products and Chemicals, Inc.'s €300 million senior unsecured notes offering.
- Elan Corporation plc in its $381 million sale of ordinary shares of Alkermes plc and subsequent $170 million sale of its remaining ordinary shares of Alkermes plc.
- Elan Corporation plc in a $600 million Rule 144A notes offering and tender offer to purchase approximately $625 million of outstanding notes and related redemption of non-tendering notes.
- Barclays and the other underwriters in Lorillard Tobacco Company’s $500 million senior unsecured notes offering.
- Trian Fund Management in its $166 million tender offer for common stock of Wendy’s/Arby’s Group, Inc.
- Pfizer, Inc. in its $13.5 billion SEC-registered senior unsecured notes offering and $10.5 billion Reg S senior unsecured notes offering to finance its acquisition of Wyeth.
- The Bear Stearns Companies, Inc. in connection with the Bear Stearns Medium Term Note Program and Reverse Convertible Note Program.