Jared N. Fertman

Willkie represented Resideo Technologies, Inc. (NYSE: REZI), a leading manufacturer and distributor of technology-driven products and solutions, in its $1.4 billion acquisition of Snap One Holdings Corp. (Nasdaq: SNPO), a leading provider of smart-living products, services, and software to professional integrators. On April 15, Resideo and Snap One announced a definitive agreement pursuant to which Resideo has agreed to acquire Snap One for $10.75 per share in cash, for a transaction value of approximately $1.4 billion, inclusive of net debt. Upon closing, Snap One will integrate into Resideo's ADI Global Distribution business. The acquisition will combine Snap One's capabilities for smart living integrators with ADI's complementary position in adjacent security products distribution. The transaction will be financed, in part, through the issuance of $500 million of convertible perpetual preferred stock by Resideo to affiliates of Clayton, Dubilier & Rice, LLC. The transaction is expected to be completed in the second half of 2024, subject to customary closing conditions. Resideo is a leading global manufacturer and developer of technology-driven products and components that provide critical comfort, energy management, and safety and security solutions to over 150 million homes globally. Through its ADI Global Distribution business, Resideo is also a leading wholesale distributor of professionally installed electronic security and life safety products for commercial and residential markets, and serves a variety of adjacent product categories including audio visual, data communications, and smart home solutions. Willkie previously advised Resideo on numerous transactions, including its sale of Genesis Cable in 2023 and its acquisition of First Alert in 2022. The Willkie team was led by partners Russell Leaf, Jared Fertman, Tej Prakash and Sean Ewen.

Apr 15

1 min

Willkie advised Franchise Group and Sylvan Learning, an enrichment education provider franchise for K-12 students, on the sale of Sylvan to youth enrichment platform Unleashed Brands. On February 20, Unleashed Brands announced a strategic investment in the acquisition of Sylvan Learning from Franchise Group. Sylvan Learning is a leading provider of supplemental and enrichment education for K-12 students, with more than 500 franchised locations. Unleashed Brands will function as the parent company of Sylvan Learning. It is backed by a management team with consumer industry experience focused on serving families. Its other portfolio brands include Urban Air, Snapology, The Little Gym, XP League, Class 101, and Premier Martial Arts. Franchise Group is the owner and operator of franchised and franchisable businesses including Pet Supplies Plus, Wag N’ Wash, American Freight, The Vitamin Shoppe and Buddy’s Home Furnishings. The Willkie team was led by partners Russell Leaf and Jared Fertman and counsel Jeffrey Daniel.

Feb 28

1 min

Willkie advised the Special Transaction Committee of Conduent Incorporated’s (Nasdaq: CNDT) board of directors in connection with the company’s repurchase of approximately $132 million in shares from Carl C. Icahn. On June 10, Conduent, a global technology-led business solutions and services company, announced that it entered into and consummated a share purchase agreement to repurchase all of the shares of the company’s common stock beneficially owned by Carl C. Icahn through certain of his affiliates at a purchase price of $3.47 per share. The aggregate purchase price for the repurchase is approximately $132 million. The transaction was unanimously recommended to Conduent’s board of directors by the Special Transaction Committee. Following the purchase, the Icahn parties no longer hold any Conduent common shares, and three Icahn representatives resigned from the Conduent board. The Willkie team was led by partners Russell Leaf and Jared Fertman and included partner Jonathan Zane and associate Andrew Lefkowitz.

Jun 10

1 min

Willkie recently advised Goldman Sachs Alternatives on its €120 million Series B investment in osapiens, a leading ESG platform and provider of compliance and sustainability reporting solutions. On July 29, osapiens announced on the completion of a $120 million Series B financing round led by Growth Equity at Goldman Sachs Alternatives. Based in Germany, osapiens is a leading provider of ESG software solutions and works with an international team of more than 300 employees for more than 1,300 customers worldwide. Goldman Sachs (NYSE: GS) is one of the leading investors in alternatives globally, with over $450 billion in assets and more than 30 years of experience. The business invests in the full spectrum of alternatives including private equity, growth equity, private credit, real estate, infrastructure, hedge funds and sustainability. The Willkie team was led by partner Miriam Steets and included partner Jared Fertman and associates Joe Laurel and Denise Kammerer.

Jul 30

1 min

Willkie advised Third Point LLC and Saddle Point Management L.P. in successfully appointing three new independent directors to the board of Advance Auto Parts, Inc., a leading automotive aftermarket parts provider in North America. On March 11, Advance Auto Parts announced that it entered into a cooperation agreement with Third Point and Saddle Point and appointed A. Brent Windom, Gregory L. Smith and Thomas W. Seboldt as independent directors to the Advance Auto Parts board to help return the company to profitable growth. Third Point LLC is an institutional investment manager led by Daniel S. Loeb that manages approximately $10.6 billion in assets for sovereign wealth funds, endowments, foundations, corporate & public pensions, high-net-worth individuals, and employees. Saddle Point Management, L.P. is a private investment firm focused on public and private investments. The Willkie team was led by partners Russell Leaf, Jared Fertman and Amanda M. Burke and included partner Tariq Mundiya and associate Ryan Peloquin.

Mar 12

1 min