Mergers & Acquisitions
Special Purpose Acquisition Companies (SPACs)
Tufts University - A.B.
Yale Law School - LL.B.
- Cadwalader Corporate Partner Stephen Fraidin, along with partner Gregory P. Patti, Jr., was named a “2021 Dealmaker of the Year” in the April 2021 issue of The American Lawyer for his work advising Bill Ackman in the launch of Pershing Square’s $4 billion SPAC, the largest SPAC to date and one that has been widely heralded for an unprecedented structure.
- In the accompanying article, “SPAC to the Future: Law Firms are Riding the Wave as Interest Explodes,” The American Lawyer spotlights Steve as an “M&A legend” with “decades of dealmaking experience” who has “enter[ed] the SPAC world with a splash.”
Stephen Fraidin is one of the most highly regarded and honored corporate, M&A and corporate governance lawyers in the world. During his career, Steve’s practice has ranged from M&A, hostile M&A representing bidders and targets, private equity, corporate governance, proxy contests representing targets and investors, hedge fund activism and responses, and, recently, all aspects of SPACs. In each of these areas, he has handled many of the most important matters, including representing Procter & Gamble in its major acquisitions and dispositions, Forstmann Little in the creation of its private equity funds and on virtually all acquisitions and sales, 3G Capital on its major acquisitions, Adelphia Communications in dealing with a disclosure scandal, Pershing Square in its proxy contest for representation on the Board of Canadian Pacific, and NRG Energy in turning back a hostile bid and related proxy contest from Exelon. Recently, he represented Pershing Square Tontine Holdings in its ground breaking $4B SPAC IPO, for which he was named “Dealmaker of the Year” by The American Lawyer, and Thoma Bravo in its $1B SPAC IPO. At the same time, he has, among other matters, taught "the Law & Economics of Corporate Control" at Yale Law School for over 30 years and is currently on the Board of Advisors of the American Law Institute’s “Restatement of the Law, Corporate Governance” project, which aims to clarify, modernize and otherwise improve corporate governance law.
Steve is recognized annually by Chambers USA, Chambers Global, The Best Lawyers in America, Lawdragon and Super Lawyers, and was listed among the ten “Most Highly Regarded Individuals” worldwide in The International Who’s Who of Mergers & Acquisitions Lawyers in 2013 and selected by Law360 as an “M&A MVP of the Year” in 2013. Clients have asserted that his “enthusiasm for the task and his encyclopedic command of the issues are terrific” and described him as “a superb deal-maker whether for private equity sources or public companies,” and Chambers has described him as a “seasoned and experienced transactional lawyer who is well respected in the M&A community…[with] a lot of gravitas,” and lauded him for his “profound experience of the market,” calling him a “brilliant lawyer” who is “praised for his confident supervision of multi-stranded transactions.”
He is a three-time recipient of The American Lawyer’s “Dealmaker of the Year” award: in 2021 for his work on behalf of Pershing Square Tontine Holdings, Ltd. in its record-breaking $4 billion IPO; in 2012 for his work on behalf of Blum Capital Partners and Golden Gate Capital in their $2 billion acquisition, together with Wolverine World Wide, of Collective Brands and in 2010 for his work on behalf of 3G Capital in its acquisition, with Berkshire Hathaway, of Heinz, a transaction that was also recognized as a “Deal of the Year” by Investment Dealers’ Digest, The Deal Magazine, M&A Atlas and IFLR Americas. In 2012, Steve was honored by Yale Law School with the Simeon E. Baldwin Award for his creativity and teaching skills. He has also been the recipient of the Joseph Proskauer Award from UJA-Federation of New York.
Steve has been a visiting lecturer at Yale Law School since 1988, and is currently a member of the Advisory Board of the Harvard Law School Program on Corporate Governance; the Board of Advisors of New York University’s Institute for Corporate Governance & Finance; the Board of Advisors of the Institute for Law and Economics at the University of Pennsylvania Law School; the Board of Advisors of the Yale Law School Center for the Study of Corporate Law; the Economic Club of New York; and the American Bar Association Section on Corporation, Banking and Business Law. He has previously been a member of the Board of Directors of College Summit; Chairman of the Lawyers Division of UJA-Federation of New York; a member of the Board of Overseers of Tufts University, Arts and Sciences; a member of the Executive Committee of the Yale Law School Association; and a member of the Association of the Bar of the City of New York, where he was a Secretary of the Securities Regulation Committee.
Steve has authored or co-authored a number of articles, including “The Evolution of Private Equity and the Change in General Partner Compensation Terms in the 1980s” (Fordham Journal of Corporate & Financial Law, Volume 24, 2019); “Special Committee Law” (New York Law Journal, November 6, 2006); “Shareholders at the Door,” (New York Law Journal, November 8, 2004); “Advice for Lawyers: Navigating the New Realm of Federal Regulation of Legal Ethics” (University of Cincinnati Law Review, Volume 72, Winter 2003); “Strategic Alliances and Corporate Control” (Case Western Reserve Law Review, Summer 2003); and “Toward Unlocking Lockups” (Yale Law Journal, May 1994).
Prior to joining Cadwalader, Steve was Vice Chairman of Pershing Square Capital Management and a senior partner at two major law firms.
Steve received his LL.B. from Yale Law School and A.B. from Tufts University. He is admitted to practice in the State of New York.
Stephen’s representations include the following:
Certain SPAC-Related Representations
- Pershing Square Tontine Holdings, Ltd. in its $4 billion initial public offering – the largest-ever IPO by a special purpose acquisition company (SPAC), for which he was named a “Dealmaker of the Year” by The American Lawyer – and its agreement to acquire 10% of the outstanding Ordinary Shares of Universal Music Group B.V. (“UMG”) from Vivendi S.E. for approximately $4 billion, representing an enterprise value of €35 billion (approximately $40 billion) for UMG.
- Pershing Square in the formation of a first-of-its-kind investment vehicle, Pershing Square SPARC Holdings, Ltd., a special purpose acquisition rights company.
- Thoma Bravo Advantage in its $1 billion initial public offering and $11.1 billion merger with ironSource.
- Mason Industrial Technology, Inc. in its $500 million initial public offering.
- two in its $200 million initial public offering.
- one in its $2.1 billion business combination transaction with MarkForged, Inc.
- Monocle Acquisition Corporation in its merger with AerSale Corp.
- ValueAct Capital in connection with the $12 billion merger between Nikola Corporation and VectoIQ Acquisition Corp.
- Burger King Worldwide, Inc. and its controlling stockholder, 3G Capital, in a business combination with Justice Holdings Limited, a London Stock Exchange-listed SPAC, resulting in a partial sale of Burger King to the Justice shareholders for $1.4 billion and a New York Stock Exchange listing of Burger King.
Certain Private Equity-Related Representations
- Hyland Software, Inc., a portfolio company of Thoma Bravo, in its acquisition of Alfresco Software, a portfolio company of Thomas H. Lee Partners.
- 3G Capital in the creation of all of its buyout funds, as well as numerous high profile acquisitions, including its $28 billion acquisition, together with Berkshire Hathaway, of H. J. Heinz Company and its $4 billion acquisition of Burger King Holdings, Inc.
- Burger King Worldwide, Inc. in its $11.4 billion acquisition of Tim Hortons, Inc.
- Blum Capital Partners and Golden Gate Capital in their $2 billion acquisition, along with Wolverine Worldwide, Inc., of Collective Brands, Inc. and concurrent business carve-out transaction, as a result of which Wolverine Worldwide acquired Collective Brands’ Performance + Lifestyle Group and Blum Capital and Golden Gate jointly acquired the operations of Collective Brands’ Payless ShoeSource and Collective Licensing International businesses.
- Forstmann Little & Co. in the creation of all of its buyout funds, the subsequent series of negotiated acquisitions and dispositions involving more than $30 billion, funds, including the proposed acquisition of RJR Nabisco, the $1.6 billion acquisition of 24 Hour Fitness, the $1.6 billion acquisition of General Instrument, the $2.1 billion acquisition of Lear Siegler, the $1.1 billion acquisition of Community Health Systems, the $962 million acquisition of Citadel Communications, the $750 million acquisition of IMG Worldwide, the $850 million acquisition of Gulfstream, the $500 million acquisition of Dr. Pepper, and the $270 million acquisition of Department 56; as well as the creation of a subordinated debt fund to finance its acquisitions, the first-ever such fund for a buyout firm.
- General Motors in its $14 billion sale of 51% of General Motors Acceptance Corp. to a consortium of private equity firms led by Cerberus Capital Management, named “Overall Deal of the Year” by Investment Dealers’ Digest in 2006.
- Northwest Airlines in its $3.6 billion sale to a private equity consortium.
- Oaktree Capital Management LP in its unsolicited $670 million offer for Jakks Pacific Inc.
- The founders of OSI Restaurant Partners Inc., the owner of Outback Steakhouses and other restaurant chains, in the $3.2 billion acquisition of the company along with two private equity firms.
- Raytheon Company in the $3.3 billion sale of its aircraft manufacturing unit to a private equity consortium including Goldman Sachs and Onex Partners.
- Sun Capital Partners in its acquisition of Kellwood Company and in a proxy contest to elect a minority slate of directors to the Board of Directors of Furniture Brands International, Inc.
- The Cohen family, the founders of Duane Reade Inc., in the $230 million sale of the drugstore chain to Bain Capital.
Certain Other Representations
- 3G Capital in its successful proxy contest to elect a minority slate of directors to the Board of Directors of CSX Corporation.
- BW LPG, the world’s leading owner and operator of LPG vessels and an affiliate of BW Group, in its proposed hostile bid for Dorian LPG.
- Citadel Broadcasting Corp. in its $3 billion “Reverse Morris Trust” merger with the ABC Radio assets of the Walt Disney Company.
- Clearwire Corporation in a multi-player joint venture with Sprint Nextel to combine their wireless broadband units to create a $14.5 billion communications company focused on the rollout of a WiMAX mobile network.
- Community Health Systems, Inc. in its $6.8 billion acquisition of Triad Hospitals, Inc., breaking up an existing buyout plan by a group of private equity funds led by CCMP Capital Advisors and Goldman Sachs Capital Partners utilizing a “go-shop” provision.
- Community Health Systems, Inc. in its $7.6 billion acquisition of Health Management Associates, Inc.
- D. E. Shaw & Co. in its investment in and agreement with Bunge Ltd. to add four new directors to Bunge’s board, expanding the board from 11 to 15 with the new directors. D. E. Shaw was joined in the campaign by Continental Grain Corporation. Bunge also agreed to create a strategic review committee.
- Datek Online Holdings Corp. in its $1.3 billion acquisition by Ameritrade Holding Corp.
- EMS Technologies, Inc. in a proxy contest initiated by MMI Investments, L.P., an activist hedge fund and owner of 7.8% of the outstanding shares of EMS, and in its subsequent $522 million sale to Honeywell, Inc.
- Furiex Pharmaceuticals, Inc. in its up to $1.46 billion sale to Forest Laboratories, Inc. (now Actavis plc) in an all-cash transaction valued at approximately $1.1 billion and up to approximately $360 million in a Contingent Value Right (CVR) that may be payable based on the status of eluxadoline, Furiex’s lead product, as a controlled drug following approval.
- GenCorp, Inc. and its Board of Directors in their response to an unsolicited takeover proposal from Steel Partners II, L.P., proxy contest with Steel Partners, and the negotiated settlement of the proxy contest.
- Gulfstream Aerospace Corporation in its $4.8 billion merger with General Dynamics.
- Jill Group in its $517 million sale to The Talbots, Inc.
- London Stock Exchange Group plc in its $2.7 billion acquisition of the entire issued share capital of Frank Russell Company.
- M&G Investment Management Limited, a UK-based institutional money manager, in connection with its investment in Methanex Corporation, a Canadian producer and supplier of methanol, and its agreement to add two new directors to the board of Methanex.
- Mantle Ridge in connection with its investment in food service company Aramark and entry into a Stewardship Framework Agreement with Aramark. As a result of the agreement, Aramark has agreed to add five directors to its board with immediate effect, including Mantle Ridge founder and CEO Paul Hilal, with a sixth to be nominated for election at the firm’s 2020 annual meeting. The company also appointed John Zillmer as its new chief executive officer and Hilal as vice-chairman of the board.
- Mason Capital Management LLC in its bid to acquire control of Kaman Corporation.
- Metavante Technologies Inc. in its $2.94 billion sale to Fidelity National Information Services Inc., creating the world’s largest integrated payment and financial processing services company.
- Myogen, Inc. in its $2.5 billion sale to Gilead Sciences Inc.
- Northrop Grumman Corporation in its contested acquisition of Newport News Shipbuilding Inc.
- NRG Energy Inc. in its successful defense of a $7.45 billion hostile bid for the company by Exelon Corp.
- Paxar Corporation in its $1.4 billion sale to Avery Dennison.
- Pershing Square Capital Management in its $271.9 million sale of General Growth Properties, Inc. warrants to Brookfield Asset Management Inc. and the entry by the parties into various undertakings to improve GGP’s corporate governance.
- Pershing Square Capital Management in its acquisition of a 16.5% stake in J.C. Penney and subsequent agreement with the company to allow Pershing Square to own up to 26.1% of the retailer.
- Pershing Square Capital Management in its acquisition of a 9.8% stake in Air Products and Chemicals, Inc. and in its successful effort, pursuant to a cooperation agreement, to designate two directors to the Air Products board.
- Pershing Square Capital Management in its bid to elect a slate of five candidates to the Board of Directors of Target Corp.
- Pershing Square Capital Management in the $195 million sale of its minority stake in Brazilian shopping mall company Aliansce Shopping Centers S.A. to General Growth Properties, Inc.
- Pershing Square Capital Management, working with Valeant Pharmaceuticals International, in its $45.6 billion unsolicited takeover bid for Allergan.
- Peter J. Solomon Company as financial adviser to PVH Corp. in its $2.9 billion acquisition of Warnaco Group.
- PHH Corporation in its $1.4 billion sale of its fleet management services business PHH Arval to Element Financial Corporation.
- Quality Systems in the proxy contest initiated by the investment firm Clinton Group to elect a slate of seven candidates to the Board of Directors of Quality Systems and resolved by the withdrawal by Clinton of four of the seven nominees and proposed changes to Quality Systems’ bylaws.
- Senator Investment Group LP on its $7 billion bid with Cannae Holdings, Inc. to acquire CoreLogic, Inc.
- The Special Committee of the Board of Directors of Credit Suisse First Boston Corporation in connection with the repurchase of CSFB/Direct tracking stock.
- The Special Committee of the Board of Directors of Expedia.com in connection with the spin-off of TripAdvisor, Inc.
- The Special Committee of the Board of Directors of Net2Phone, Inc. in connection with a buyout bid from the company’s controlling shareholder, IDT Corp.
- The Special Committee of the Board of Directors of New Valley Corp. in connection with an exchange offer by the company’s controlling shareholder, Vector Group Ltd.
- The Special Committee of the Board of Directors of Sauer-Danfoss Inc. in connection with an unsolicited offer by Danfoss A/S to acquire the outstanding common stock of Sauer-Danfoss Inc.
- The Strategic Committee of the Board of Directors of Trump Entertainment Resorts, Inc. in connection with the company’s consideration of strategic alternatives.
- TheMarkets.com, a leading provider of financial data and analytics, in its sale to Capital IQ, a subsidiary of S&P Global Inc.
*Note: certain representations occurred prior to Stephen’s association with Cadwalader.