Sarkis Jebejian, P.C.

Kirkland & Ellis advised The Heritage Group on its definitive agreement with EQT Infrastructure VI fund under which EQT Infrastructure will assume a majority position of Heritage Environmental Services (HES). The Heritage Group will continue to remain a shareholder in the company. Since 1970, HES has been at the forefront of protecting human health and the environment. Read The Heritage Group’s press release The Kirkland team was led by corporate partners Adam Garmezy, Walt Holzer and Sarkis Jebejian; tax partners Dean Shulman and Damien Rose; and environmental transactions partners Jonathan Kidwell and Ty’Meka Reeves-Sobers.

Dec 13

1 min

Kirkland & Ellis advised healthcare services provider R1 RCM Inc. (NASDAQ: RCM) on a definitive agreement to be acquired in an all-cash transaction with an enterprise value of $8.9 billion by investment funds affiliated with investment management firm TowerBrook Capital Partners and private investment firm Clayton, Dubilier & Rice (CD&R). R1 is a leading provider of technology-driven solutions that transform the patient experience and financial performance of healthcare providers. The transaction was announced on August 1, 2024. TowerBrook is currently the owner of approximately 36% of the company’s outstanding shares of common stock, including the warrant held by TowerBrook. Under the terms of the agreement, TowerBrook and CD&R will acquire all the outstanding common stock that TowerBrook does not currently own for $14.30 per share, which represents a premium of approximately 29% to the company’s unaffected closing price on February 23, 2024, the last full trading day before private equity firm New Mountain Capital publicly disclosed an initial non-binding acquisition proposal. The transaction has been unanimously approved by a special committee of the R1 Board of Directors and is expected to close by the end of the year subject to customary closing conditions. Read the transaction press release The Kirkland team was led by corporate partners Robert Hayward, Sarkis Jebejian, Brad Reed, Steven Choi and capital markets partners Ana Sempertegui and Ben Richards.

Aug 1

1 min

Kirkland & Ellis is representing Eli Lilly and Company (NYSE: LLY), which today announced a definitive agreement to acquire Morphic Holding, Inc. (NASDAQ: MORF), a biotechnology company that is developing oral integrin therapies for treatment of serious chronic diseases. Lilly plans to commence a tender offer to acquire all outstanding shares of Morphic for a purchase price of $57 per share in cash (an aggregate of approximately $3.2 billion) payable at closing. The transaction is not subject to any financing condition and has been approved by the boards of directors of both companies. The deal is expected to close in the third quarter of 2024, subject to customary closing conditions. Following the successful closing of the tender offer, Lilly will acquire any shares of Morphic that are not tendered in the tender offer through a second-step merger at the same consideration as paid in the tender offer. Read Lilly’s press release The Kirkland team is being led by corporate partners Keri Schick Norton, Sarkis Jebejian and Steven Choi and associates Inhae Song, Molly Kaleya, Victor Simonte and Prince Oroke; capital markets partners Sophia Hudson and Sharon Freiman, and associates Lia-Michelle Keane, Soo Kyung Chae and Ryan Paulish; antitrust & competition partners Andrea Murino and Samantha Morelli; technology & IP transactions partner Shellie Freedman and associates Ben Kovach and Andy White; executive compensation partner Rob Fowler and associates Annemarie Mierzejewski and Diana Soriano; and healthcare partner Kate Hardey.

Jul 8

1 min

Kirkland & Ellis is advising digital consultancy Perficient, Inc. (Nasdaq: PRFT) on its $3 billion acquisition by global investment organization EQT. The definitive agreement was announced May 5, 2024. EQT will acquire Perficient through an affiliate of BPEA Private Equity Fund VIII (“EQT Asia”) in the all-cash transaction. Under the terms of the agreement, Perficient stockholders will receive $76.00 per share in cash for each share of common stock owned. The purchase price represents a 75% premium to Perficient’s closing stock price on April 29, 2024, the last unaffected trading day prior to the transaction announcement. The transaction has been unanimously approved by Perficient’s Board of Directors and is expected to close by the end of 2024, subject to customary closing conditions, including approval by Perficient stockholders and receipt of regulatory approvals. Read the transaction press release The Kirkland team was led by corporate partners Sarkis Jebejian and Rachael Coffey and associates Michael Nester and Alex Adamis with support from corporate law clerk Lilly Colby Rohan and foreign associate Junichi Tsuji, executive compensation partners Scott Price and Lucy Frey and associate Grace Egger Zagorskis, debt finance partner Rachael Lichman and Layton Bell and associate Jaynie Doe, and capital markets partners Robert Hayward and Kevin Frank.

May 5

1 min

Kirkland & Ellis advised global cybersecurity company Palo Alto Networks (NASDAQ: PANW) on a broad-reaching partnership with IBM (NYSE: IBM) that will deliver AI-powered security outcomes to customers. As part of this expanded partnership, Palo Alto Networks has agreed to acquire IBM’s QRadar Software as a Service (SaaS) business, and the two companies will partner to offer seamless migration for QRadar customers to Palo Alto’s Cortex XSIAM. Read the transaction press release The Kirkland team was led by corporate partners Maggie Flores, Jaye Kasper and Sarkis Jebejian; technology & IP transactions partners Neil Hirshman, Aaron Lorber, Matt Darch, Todd Herst, Kevin Jacobsen and Adam Petravicius; and tax partners Sara Zablotney and Heidi Yuen.

May 16

1 min