Mark D. Gerstein

Mr. Gerstein’s representative experience includes:

Activism Planning and Defense

Advising clients opposite many of the most prominent activist funds, including:

• Elliott Management
• Icahn Associates
• JANA Partners
• Pershing Square
• Starboard Value
• Third Point
• Trian Partners
• ValueAct Capital

• Cars.com regarding Starboard Value’s investment in the company
• Cerner Corporation regarding Starboard Value
• Ensco regarding the campaign by Arrowgrass Capital Partners against an announced merger
• Owens-Illinois regarding Atlantic Investment Management
• QEP Resources regarding Elliott Management Corporation

Public Company / Cross-Border M&A

• Simon Property Group in its US$3 billion acquisition of Taubman Centers, a real estate investment trust
• Koch Industries in its US$22 billion acquisition of Georgia-Pacific, the second-largest going-private in US history
• FMC Technologies in a US$13 billion merger of equals with Technip, a France-based designer and developer of offshore oil and gas processing facilities, via the EU cross-border merger regime
• Sirona Dental Systems in its US$13+ billion merger of equals with DENTSPLY International
• Energy Transfer Equity in its US$10 billion acquisition of Southern Union, a diversified natural gas company
• ZF Friedrichshafen in its pending US$7 billion acquisition of global automotive supplier WABCO
• Host Marriott’s US$4.1 billion acquisition of Starwood Hotels’ REIT and related properties
• CNH Global N.V., an agricultural and construction equipment company in the US$3 billion acquisition by Fiat Industrial SpA
• Capella Education Company in its US$1.9 billion merger with Strayer Education, creating a national leader in education innovation
• Orbitz Worldwide in its US$1.6 billion sale to Expedia

Private Company Transactions

• CrossFit, Inc. in its sale to XFit Holdings and Berkshire Partners LLC
• Globe Specialty Metals in its US$3.1 billion merger of equals with Grupo FerroAtlantica to create a leading international silicon and specialty metals producer
• Hu-Friedy, a global leading manufacturer of dental instruments, in its US$725 million sale to Cantel Medical
• Koch Industries affiliates in a US$4.4 billion acquisition of INVISTA from DuPont
• Koch Industries in its US$7.2 billion acquisition of Molex Incorporated, a designer and manufacturer of electronic components

Special Committee Representations

Special Committee of the Board of Directors of:

• The Chicago Board of Trade in connection with its US$12 billion merger with the Chicago Mercantile Exchange (including the intervening unsolicited offer from the International Commodities Exchange)
• Dell Technologies in the US$21 billion exchange by Dell Technologies of Class V Common Stock into Class C Common Stock and cash
• CNA Surety Corporation in its US$463.4 million take-private acquisition by CNA Financial
• Textura Corporation in connection with its US$663 million acquisition by Oracle

Spin-off Transactions

Mr. Gerstein has also represented clients in spinning-off business segments and divisions to create stand-alone, independent publicly listed companies, including:

• Aptiv (formerly Delphi Automotive) in connection with the US$4.5 billion spin-off and listing of its powertrain systems segment, forming Delphi Technologies
• TechnipFMC, a global oilfield services company, in its planned spin-off of its engineering and construction segment, forming Technip Energies
• Entercom Communications US$3 billion Reverse Morris Trust combination with CBS Radio to create a nationwide preeminent radio platform

Energy Sector Transactions

• CNX Resources Corporation in its US$357 million acquisition of units of CNX Midstream, which owns, operates, acquires, and develops natural gas gathering and midstream energy
• Energy Transfer Partners, a natural gas operator, in its US$62 billion sale to Energy Transfer Equity
• Merger of equals between FMC Technologies and Technip, a designer and developer of offshore oil and gas processing facilities
• Ensco in its US$860 million acquisition of Atwood Oceanics, a provider of offshore contract drilling services to the oil and gas industry
• Plains Exploration & Production Company, an oil and gas exploration and production company, in its US$10 billion sale to Freeport-McMoRan Copper & Gold
• Linn Energy in its US$4.3 billion acquisition of Berry Petroleum Company, an oil and natural gas production and exploration company
• Energy Transfer Partners in its acquisition of Sunoco, a petroleum refiner and chemicals manufacturer