Emily Lichtenheld

Kirkland & Ellis advised Permian Resources Corporation (NYSE: PR) on a definitive agreement with Earthstone Energy, Inc. (NYSE: ESTE) under which Permian Resources will acquire Earthstone in an all-stock transaction valued at approximately $4.5 billion, inclusive of Earthstone’s net debt. Under the terms of the transaction, each share of Earthstone common stock will be exchanged for a fixed ratio of 1.446 shares of Permian Resources common stock. The transaction strengthens Permian Resources’ position as a leading Delaware Basin independent E&P with over 400,000 Permian net acres, pro forma production of approximately 300,000 Boe/d1 and an enhanced free cash flow profile to increase returns to shareholders. Read the transaction press release The Kirkland team was led by corporate partners Sean Wheeler, Debbie Yee, Camille Walker and Emily Lichtenheld; capital markets partner Michael Rigdon; executive compensation partner Rob Fowler; debt finance partner Will Bos; and tax partners David Wheat and Bill Dong.

Aug 21

1 min

Kirkland & Ellis advised private equity funds sponsored by Tract Capital, an alternative asset manager focused on creating businesses that support digital infrastructure growth, data centers and generative AI, on the lease and purchase and sale of real property for a 230-megawatt utility capacity (200-megawatt critical IT capacity), turnkey data center and electrical substation to be built in Storey County, Nevada. The project has been 100% leased to a AA- investment grade rated tenant pursuant to a 197-month “triple net” lease. Read Tract Capital’s press release The Kirkland team advising on the lease included real estate lawyers Kim McGrath and David Arbus; investment funds lawyers Jordan Murray and Joseph Baldwin; and tax lawyer Mark Schwed. The Kirkland team advising on the purchase and sale included corporate lawyers Melissa Kalka and Emily Lichtenheld; real estate lawyer Andy Small; investment funds lawyers Jordan Murray and Joseph Baldwin; and tax lawyer Mark Schwed.

Mar 2

1 min

Kirkland & Ellis is advising Kellanova (NYSE: K), a leading manufacturer of snacks, international cereal and noodles, North American plant-based foods and frozen breakfast foods, on its $35.9 billion acquisition by Mars, Incorporated, a family-owned pet care, snacking and food company. The transaction was announced August 14, 2024. Under the terms of the agreement, Mars will acquire all outstanding equity of Kellanova for $83.50 per share in cash, including assumed net leverage. The transaction price represents a premium of approximately 44% to Kellanova’s unaffected 30-trading day volume weighted average price and a premium of approximately 33% to Kellanova’s unaffected 52-week high as of August 2, 2024. All of Kellanova’s brands, assets and operations are included in the transaction. The agreement has been unanimously approved by Kellanova’s Board of Directors. The transaction is subject to Kellanova shareholder approval and other customary closing conditions, including regulatory approvals, and is anticipated to close in the first half of 2025. Kirkland has represented Kellogg for almost 25 years, during which time the Firm has advised on multiple transformative deals. Most recently, Kirkland advised Kellogg on the separation of Kellanova and its North American cereal business WK Kellogg (NYSE: KLG) into two independent publicly traded companies upon completion in October 2023. Read the transaction press release The Kirkland team is being led by corporate partners Eric Schiele and Allie Wein and includes corporate partner Emily Lichtenheld; capital markets partners Robert Hayward, Robert Goedert and Ashley Sinclair; antitrust & competition partners Andrea Murino, Albert Kim, Thomas Wilson and Sion Davies and associate Mariana del Carmen Fernandez; executive compensation partners Scott Price and Matthew Wood; employment & labor partners R.D. Kohut and Jackson Phinney; tax partners Dean Shulman, Adam Kool and Maria Smith; technology & IP transactions partners Seth Traxler and Rory Wellever; and debt finance partner Michelle Kilkenney.

Aug 14

1 min

Kirkland & Ellis is advising global biopharmaceutical company Bristol Myers Squibb (NYSE: BMY) on the acquisition of commercial stage research and development biotechnology company Mirati Therapeutics (NASDAQ:MRTX). The transaction was announced October 8, 2023. The deal has been unanimously approved by both the Bristol Myers Squibb and Mirati boards of directors. Bristol Myers Squibb has agreed to acquire Mirati for $58 per share in cash, representing an equity value of $4.8 billion and up to $5.8 billion including the contingent value right. In addition to cash consideration, Mirati stockholders will also receive one contingent value right per share, which will entitle each holder to receive a one-time potential payment of $12 per share subject to milestone satisfaction. The transaction is expected to close by the first half of 2024. Mirati is a targeted oncology company that is working to design and deliver cancer therapies. Through the transaction, Bristol Myers Squibb will add lung cancer treatment KRAZATI to its portfolio. Read the transaction press release The Kirkland team is being led by corporate partners Jonathan Davis, Emily Lichtenheld and Daniel Wolf and associates Julia Knafo and Ben Sharp; executive compensation partners Scott Price and Katherine Nemeth and associate Annemarie Mierzejewski; IP litigation partner Patricia Carson; technology & IP partner Amber Harezlak; capital markets partner Sophia Hudson; and tax partners Sara Zablotney and Vivek Ratnam.

Oct 8

1 min

Kirkland & Ellis counseled the acquiring consortium of Global Infrastructure Partners (GIP) and Canada Pension Plan Investment Board (CPPIB) in the definitive agreement where GIP and CPPIB will acquire all of the outstanding shares of common stock of ALLETE for $67.00 per share in cash, or $6.2 billion including the assumption of debt. Kirkland also counseled GIP in its consortium arrangement with CPPIB. ALLETE is a leading energy company and provider of safe, reliable and competitively priced energy with a national footprint. Together, ALLETE and its family of companies, which includes regulated utilities and renewable energy companies, are focused on driving the clean-energy transition by expanding renewables, reducing carbon, enhancing grid resiliency and driving innovation. Read the transaction press release The Kirkland team counseling the consortium on the acquisition was led by corporate partners Melissa Kalka, Emily Lichtenheld and Andy Calder; and included debt finance partners Mary Kogut and Chad Davis; capital markets partners Julian Seiguer and Bryan Flannery; tax partners David Wheat and Stephen Butler; and energy regulatory partner Brooksany Barrowes. The Kirkland team advising GIP on its consortium arrangement with CPPIB was led by corporate partners Ben Hardison and Doug Bacon.

May 6

1 min