Charles K. Ruck

Special Committees

Mr. Ruck has led numerous transactions and been involved with numerous governance matters that involved special committees, including representing:

• The Committee of Independent Directors of T-Mobile US in its US$146 billion merger between T-Mobile US and Sprint
• Independent Directors of the Board of First Data Corporation in its US$22 billion acquisition by Fiserv
• Caesars Entertainment Corporation in an unsolicited leveraged buyout offer by Apollo Management and Texas Pacific Group of Harrah’s Entertainment, Inc., one of the largest LBOs in US corporate history
• Special Committee of the Board of Tesla Inc. in its evaluation of any going-private proposals
• Quest Software in its US$2.4 billion acquisition by Dell
• Committee of Independent Directors of T-Mobile in the US$146 billion merger between T-Mobile US and Sprint
• Special Committee of independent directors of Griffin-American Healthcare REIT II in its US$4 billion acquisition by NorthStar Realty Finance Corp.
• Special Committee of the Board of Directors of Standard Pacific Corporation in its US$187 million acquisition by MP CA Homes, LLC
• Special Committee of Micro Therapeutics, Inc. regarding various matters involving its controlling stockholder, Warburg Pincus & Co., including two private placement financings led by Warburg Pincus
• Special Committee of Candlewood Hotel Company, Inc. in the US$105 million sale of substantially all the Company’s assets to Hospitality Properties Trust and a subsidiary of InterContinental Group
• The Conflict Committee of Athene Holding in connection with the US$11 billion merger between Athene Holding, a Bermuda-based life insurance company engaged in issuing and reinsuring fixed and equity-indexed annuities, and Apollo Global Management

Shareholder Activism

Mr. Ruck has defended numerous activist shareholder campaigns seeking board representation. He has advised on activist campaigns orchestrated by some of the most notorious activists including Carl Ichan at Trian, Dan Loeb at Third Point, Jeff Ubbenat Value Act and Ralph Whitworth at Relational Investors. He has also been involved in numerous hostile takeover battles, including representing Allergan in the recent ground breaking takeover attempt orchestrated with activist shareholder Bill Ackman and Pershing Square. He has also coordinated strategy for over 100 shareholder proxy proposals involving topics as diverse as proxy access to the ability for shareholders to act by written consent.

Mergers & Acquisitions

Mr. Ruck’s representative M&A transactions include advising:

• (fka: Allergan/ AbbVie/ Actavis/ Watson) in several transactions, including its:
  • US$40.5 billion sale of its Global Generic Pharmaceuticals Business to Teva
  • US$28 billion acquisition of Forest Laboratories
  • US$8.5 billion acquisition of Warner Chilcott
  • US$5.65 billion acquisition of Actavis Group Hf
• ST Telemedia in CenturyLink’s US$34 billion acquisition of Level 3 Communications, Inc.
• Raptor Pharmaceuticals in its US$800 million acquisition by Horizon Pharma plc
• WCI Communities in its US$643 million merger with Lennar Corporation
• Receptos in its US$7.2 billion acquisition by Celgene
• Thoratec in its US$3.4 billion acquisition by St. Jude Medical
• Amphenol Corp. in its US$1.275 billion acquisition of FCI Asia Pte Ltd.
• Avanir Pharmaceuticals in its US$3.5 billion acquisition by Otsuka Pharmaceutical
• Starbucks Corporation in its US$913 million acquisition of Starbucks Coffee Japan, Ltd.
• Spirit Realty Capital, Inc. in its US$7.4 billion merger with Cole Credit Property Trust II
• ArthroCare Corporation in its US$1.7 billion acquisition by Smith & Nephew
• US$1.3 billion sale of Cadence Pharmaceuticals by a subsidiary of Mallinckrodt plc
• Medicis Pharmaceutical in the US$2.6 billion acquisition by Valeant Pharmaceuticals
• Harrah’s Entertainment in its US$28 billion sale to affiliates of Texas Pacific Group and Apollo Management, its US$10.3 billion acquisition of Caesars Entertainment and other transactions
• Complete Production Services in its US$6.2 billion merger with Superior Energy Services
• American Medical Systems Holdings in its US$2.9 billion sale to Endo Pharmaceuticals Holdings
• ICOS Corporation in its US$2.3 billion sale to Eli Lilly
• Hydril Company and its controlling shareholders in its US$2.2 billion sale to Tenaris S.A.
• Adecco in its US$1.3 billion acquisition of the MPS Group
• Cotiviti Holdings in its US$4.9 billion sale to Verscend Technologies
• Swedish Orphan Biovitrum AB in its US$1.5 billion acquisition of the perpetual rights to Synagis® (palivizumab) in the US from AstraZeneca

Capital Markets

Mr. Ruck’s capital markets practice includes advising numerous public and private offerings of both debt and equity securities, representing issuers and underwriters, including Allergan, Amgen, Broadcom, and Caesars Entertainment. Additionally, he regularly represents the nation’s top investment banks in their capacities as financial advisors, underwriters, and placement agents.