Dennis F. Adams III

Dennis was recognized as a 2024 “Next Generation Partner” for Intellectual Property: Patents: Licensing by Legal 500 US and named a “Best Lawyer: Ones to Watch” for Technology by Best Lawyers in America. Dennis was named a 2024 “Emerging Leader” by The M&A Advisor, which recognize “professionals under the age of 40 who have made groundbreaking contributions to the fields of M&A, corporate finance and restructuring.” He is also recognized as a “Recommended” lawyer by IAM Patent 1000, where he is noted for having “built an impressive reputation in the industry.”

Experience

• Advent International Corporation in its acquisitions of Culligan International Company, Noosa Yoghurt, LLC and Distribution International, Inc.; its acquisitions of Clearent Corp. and FieldEdge and the simultaneous merger of the two companies; Culligan in its acquisition of OASIS Corporation; and QW Holding Corp. (Quala) in its acquisition of PSC; and its sale of Certinia Inc. (f/k/a FinancialForce.com, Inc.) and Cobham Group Limited’s approximately $1.9 billion sale of CAES Systems Holdings, LLC.
• Special Committee of the Board of Directors of Agiliti, Inc. in its merger with affiliates of Thomas H. Lee Partners, L.P in a transaction that implies an enterprise value of approximately $2.5 billion.
• Aimbridge Hospitality Holdings, LLC in its sale to Advent International.
• American Securities LLC in the $1.85 billion sale of its portfolio company ASP Acuren Holdings Inc. to Admiral Acquisition Limited and its acquisitions of Emerald Performance Materials, FullBloom Education, NAPA Management Services Corporation and RealManage, LLC.
• Apergy Corporation (n/k/a ChampionX Corporation) in a Reverse Morris Trust acquisition of ChampionX (f/k/a Nalco Champion) from Ecolab Inc. creating an entity with a combined $7.4 billion enterprise value.
• Astorg Partners in its approximately $282 million take-private acquisition of Hamilton Thorne and simultaneous acquisition of the Assisted Reproductive Technologies (ART) product portfolio of Cook Medical.
• Aterian Investment Partners in its acquisition of Allentown, LLC.
• Atos S.E. in its $1.1 billion acquisition of the information technology outsourcing business of Xerox Corporation.
• Avenir Growth in connection with various matters, including its investments in Klaviyo, Inc. and Power Beauty Co. (d/b/a MERIT Beauty).
• Avista Capital Partners and MPI Research, Inc. in the sale of MPI Research to Charles River Laboratories International, Inc.; Avista Healthcare Public Acquisition Corp. in its acquisition of Organogenesis Inc., creating a company with an anticipated initial enterprise value of approximately $673 million; and WellSpring Consumer Healthcare (a portfolio company of Avista Capital Partners) in a carve-out transaction involving the acquisition of skin care brands A+D, Solarcaine, Cortate and Complex 15 from Bayer AG and in its acquisition of vH essentials from Wisconsin Pharmacal Company.
• Benefytt Technologies, Inc. in its $625 million take-private by Madison Dearborn Partners.
• Berkshire Partners in its majority recapitalization of National Carwash Solutions Inc. (a portfolio company of AEA Investors).
• Black Knight, Inc. in its acquisition of Optimal Blue LLC, in a transaction that implied an enterprise value of $1.8 billion.
• Blackstone in its $130 million acquisition of a minority stake in PayCargo, LLC (a portfolio company of Insight Partners); the acquisition and subsequent sale of Concert Golf Partners; its investment in Allied Benefit Systems, LLC; and Certified Collectibles Group, LLC’s acquisition of James Spence Authentication, LLC.
• Blue Star Innovation Partners, along with institutional co-investors, in its acquisition of eMinor Inc.
• Brookfield Asset Management Inc. and Brookfield Property Partners L.P. (BPY) in BPY's $14.4 billion acquisition of the approximately 66% of common stock that it did not already own of GGP Inc. (f/k/a General Growth Properties Inc.).
• Campbell Soup Company in its $2.2 billion sale of Campbell International, Inc.; its $510 million sale of Bolthouse Farms; and its $300 million sale of Kelsen Group A/S.
• CBAM in the sale of a portfolio of its assets to The Carlyle Group, in a transaction valued at approximately $800 million.
• Centerbridge Partners in its $1.2 billion acquisition of IPC Systems, Inc.
• ChampionX Corporation in its pending sale to SLB.
• Charlesbank Capital Partners, together with Robert Long and Blair Ramey of Sanofi’s North American Consumer Healthcare division, in the formation of Bridges Consumer Healthcare LLC and Bridges' acquisitions of the North American rights to ThermaCare® HeatWraps and Clarion Brands, LLC.
• Churchill Capital Corp IV, a SPAC sponsored by Churchill Capital Group, in its $11.75 billion merger with Lucid Motors.
• Citation Capital in its acquisition of a majority stake in Aptive Environmental.
• Clayton Dubilier & Rice in the merger of its portfolio company Cynosure with Lutronic Corporation.
• Covetrus, Inc. in its $4 billion sale to CD&R, a holder of approximately 24% of Covetrus' outstanding common stock, and TPG.
• CVC Capital Partners in its acquisition of Radwell International.
• CVC Growth Partners in its acquisition of a majority stake in Icario, Inc.
• DirecTV, LLC in its acquisition of certain assets and liabilities related to the advertising sales business segment of DirecTV.
• Eli Lilly and Company in its global licensing and research collaborations with, and equity investments in, Precision BioSciences, Inc., Dicerna Pharmaceuticals, Inc., Avidity Biosciences LLC and Sitryx Therapeutics Limited; through its Loxo Oncology group, in an up to $1.6 billion co-development and co-commercialization collaboration with, and equity investment in, Foghorn Therapeutics Inc.; its up to $1.25 billion research and collaboration agreement with MiNA Therapeutics, Ltd.; its up to $998 million license agreement to acquire the exclusive worldwide rights for CNTX-0290; and a global licensing and research collaboration with an affiliate of ImmuNext Inc.
• Emergent BioSolutions Inc. in its $100 million senior secured revolving facility.
• Elysium Management LLC in its acquisition of a majority stake in BMH Holdings, Inc., and in a secondary transaction from affiliates of Capital Alignment Partners.
• EQT Infrastructure in its sale of Synagro Technologies, Inc.
• EQT Partners in its strategic investment in United Talent Agency.
• Everstream Solutions LLC (a portfolio company of Infrabridge) in sale of its all-fiber network in the St. Louis metropolitan area.
• First Data Corporation in its acquisition of Acculynk.
• General Electric Capital Corporation in the sale of its North American tank car rail assets and railcar repair business to Marmon Holdings, Inc. and its sale of General Electric Railcar Services LLC to Wells Fargo & Co.
• Genstar Capital in its sale of Pretium Packaging, LLC and, together with TA Associates, in the acquisition of Orion Advisor Solutions and the simultaneous acquisition of Brinker Capital.
• Giant Eagle, Inc. in its acquisition of Ricker Oil Company, Inc.
• Government Brands Holdings, LLC (at the time, an indirect portfolio company of PSG and Greater Sum Ventures) in a recapitalization by PSG and TPG Tech Adjacencies, with Greater Sum Ventures exiting.
• Graycliff Partners in its acquisition of a majority stake in Landmark Structures.
• Greater Sum Ventures in its acquisition of Strax Technologies, LLC.
• Growthcurve Capital in its majority investment in PureFacts Financial Solutions Inc.
• GS Acquisition Holdings Corp II, a SPAC sponsored by an affiliate of Goldman Sachs, in its $2.6 billion business combination with Mirion Technologies, Inc. (at the time, a portfolio company of Charterhouse Capital Partners).
• Halozyme Therapeutics, Inc. in collaboration and non-exclusive license agreement with Acumen Pharmaceuticals Inc. for use of Halozyme's ENHANZE® drug delivery technology.
• Healthcare Merger Corp., a SPAC sponsored principally by Shulman Ventures and MTS Health Partners, in its merger with SOC Telemed in a transaction that implies an initial enterprise value of $720 million.
• HKA Global Inc. in its acquisition of ASQ Consulting Group LLC.
• Hologic Capital Holdings, Inc in its $350 million acquisition of Gynesonics, Inc.
• The Home Depot, Inc. in its acquisition of the assets of The Company Store Group, LLC and its $18.25 billion acquisition of SRS Distribution Inc.
• Howden Group Holdings Limited (an investee company of General Atlantic, CDPQ and Hg) in its acquisition of TigerRisk Partners, LLC.
• ILEGAL Mezcal in its sale to Bacardi Limited.
• Intel Corporation in its $16.7 billion acquisition of Altera Corporation and its acquisition of Recon Instruments, Inc.
• Kainos Capital LP and Evriholder Products, LLC in its acquisitions of Axe Holdings, LLC and Home Sweet Home Holdings, Inc.
• Kantar Health, LLC in its $375 million sale by The Kantar Group Limited (a portfolio company of Bain Capital).
• Kologik Software, Inc. (a platform company of GSV Management, LLC) in its acquisition of Kologik, LLC.
• The Kroger Company in its pending $24.6 billion merger with Albertsons Companies, Inc. and its pending sale of Kroger Specialty Pharmacy to CarelonRx Inc.
• The Kroger Company, along with The Albertsons Companies, Inc., in the approximately $1.9 billion sale of 413 stores, as well as select banners, distribution centers, offices and private label brands, to C&S Wholesale Grocers, LLC in connection with Kroger’s proposed merger with Albertsons Companies Inc.
• Lee Equity Partners in its sale of Cadent Technology, Inc.
• Lenovo Group Ltd. in its approximately $2.9 billion acquisition of the Motorola Mobility smartphone business from Google Inc.
• Lineage Logistics, LLC in its $208 million acquisition of Turvo Inc.
• Lone Star Funds and XSYS Germany Holding Gmbh in its $325 million acquisition of the MacDermid graphics business from Element Solutions Incorporated.
• L’Oréal USA in its $1.3 billion acquisition of the CeraVe, AcneFree and AMBI skincare product brands from Valeant Pharmaceuticals International, Inc. (n/k/a Bausch Health Companies).
• Major League Baseball Players Association in its joint venture with the National Football League Players Association and Redbird Capital that formed OneTeam Partners, LLC.
• MarketAxess Holdings Inc. in its acquisition of Pragma LLC.
• Montagu Private Equity in its $490 million acquisition of the original equipment manufacturing (OEM) and tissue processing businesses of RTI Surgical, Inc.; and RTI Surgical, Inc. in its acquisition of Cook Biotech Incorporated and Cook Biotech Europe ApS.
• Mudrick Capital and its portfolio company Catalina Marketing Corporation Inc. in its sale of NCSolutions to Circana.
• NEOGEN Corporation in its $5.3 billion combination with the Food Safety business of 3M, in a Reverse Morris Trust transaction that implied an enterprise value of the combined company of $9.3 billion.
• Nexa Equity in its acquisition of Easy Metrics Inc.; its investment in, and secondary purchase of shares of, HomeTown Ticketing, Inc.; and Autura in its merger with Traxero (a portfolio company of Radian Capital).
• Oak Hill Capital Partners and its portfolio company EPIC Insurance Brokers and Consultants (EPIC) in the merger of EPIC and JenCap Holdings, LLC (a portfolio company of The Carlyle Group); and EPIC in its acquisitions of Integro Holdings Inc. and Prime Risk Partners Inc.
• OMERS in its acquisition of a controlling stake in Premise Health Holding Corp.
• Peak Rock Capital and its portfolio company The Tranzonic Companies in its acquisition of Supply Source Enterprises, Inc. (a portfolio company of H.I.G Capital).
• Providence Equity Partners in its acquisition of KPA Services, LLC; its acquisitions of a majority interest in DoubleVerify, Inc. and VectorLearning; its investments in Topgolf Entertainment Group and VitalSmarts; its sales of Tait LLC, VectorLearning and World Endurance Holdings, Inc.; and VectorLearning, as parent of RedVector.com. LLC, in RedVector’s acquisition of Convergence Training, LLC.
• PSG in its acquisitions of Benchmark Solutions, LLC, BirdDogHR, ExakTime Innovations, Inc., Loopback, LLC, Pixel Labs, LLC (n/k/a Assembly), Yottaa, Inc. and a majority stake in Kenect, LLC; its investments in Blue Star Sports (n/k/a Stack Sports), DivvyCloud Corporation, Packback Inc., Skybox Security, Inc. and Stylitics Inc.; its investment, alongside Silversmith Capital Partners, in Validity, Inc.; its investment in and sale of a majority stake in LogicMonitor Inc.; its sale of YourCause Holdings, LLC; together with EverCommerce, in the sale of a significant ownership stake in EverCommerce to Silver Lake; Vertical Knowledge L.L.C. in its sale to Babel Street, Inc.; Blue Star’s acquisitions of Bonzi Technology, Inc. and Pointstreak Sports Technologies, Inc.; Formstack Holdings, LP in its acquisition of Open Raven, Inc.; Pineapple Payments LLC’s acquisition of Payline Data Services LLC; ThreatConnect, Inc.’s acquisition of Polarity.io, Inc.; Trade School Software in its acquisitions of Campus Ivy LLC, Verity IQ, LLC and 777ABC; and Traliant Operating, LLC’s acquisition of Kantola Training Solutions, LLC.
• PSP Investments, as lead investor, in an investment in Integral Health, Inc. that had a pre-money valuation of $400 million.
• Px3 Partners in its acquisition of Filtration from Celeros Flow Technology.
• Quest Diagnostics Inc. in its acquisition via a 363 asset sale of certain assets of True Health Diagnostics and its parent, THG Holdings.
• RealPage, Inc. in its acquisition of Investor Management Services, LLC.
• Reservoir Capital Group, LLC in sale of its majority stake in ClearCaptions LLC to CC Opportunities, LLC.
• RTI Surgical, Inc. (a portfolio company of Montagu Private Equity) in its $2 million sale of certain assets to Xtant Medical Holdings, Inc.
• Sanofi in its exclusive licensing agreement with MannKind Corporation.
• Searchlight Capital Partners and its portfolio company Integrated Power Services LLC in IPS’s acquisition of Evans Enterprises, Inc.
• Seven2 and its portfolio company Vitaprotech Group SAS in its pending acquisition of the physical security, access card, and identity reader operations and assets of Identiv, Inc.
• Signet Jewelers Limited in its approximately $1.4 billion acquisition of Zale Corporation.
• SiriusXM in its acquisitions of 99% Invisible, Cloud Cover Music, Simplecast and Stitcher.
• Susquehanna Growth Equity and Accel Partners in their acquisition of XebiaLabs, Inc.
• TCV, as lead investor, in a $125 million investment in Built Technologies, Inc.
• Topgolf International, Inc. (a portfolio company of Providence Equity Partners, Dundon Capital Partners and WestRiver Group) in its $2.5 billion merger of equals with Callaway Golf Company.
• TPG Capital in its minority investment in Rodan + Fields.
• TPG Growth in its acquisition of a majority stake in Morrow Sodali.
• Trive Capital in its $330 million acquisition of EarthLink, LLC.
• TruArc Partners (f/k/a Snow Phipps Group) in its acquisitions of Watchtower Security, LLC and Trademark Cosmetics, Inc.
• Verizon Communications Inc. in its acquisition of Intel Media from Intel Corporation.
• Warner Bros. Discovery, Inc. in its sale of AT&T SportsNet Southwest to Houston Astros and Houston Rockets.
• Westinghouse Electric Company, LLC in its $4.6 billion sale of substantially all of its global business to Brookfield Business Partners L.P.
• Wex Health (a subsidiary of Wex Inc.) in its $180 million acquisition of an Ascensus Health & Benefits line of business from Ascensus, LLC
• Willis Group Holdings plc in its $18 billion merger of equals with Towers Watson & Co.
• Wyndham Destinations, Inc. in its $166 million sale of Wyndham Vacation Rentals LLC to Vacasa LLC.
• Yahoo! Inc. in its $4.5 billion sale of its operating business to Verizon Communications Inc.

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