Tessa Bernhardt

Ms. Bernhardt's experience includes representing:

M&A

• New Relic in its pending US$6.5 billion acquisition by Francisco Partners
• Pionyr Immunotherapeutics in its acquisition by Ikena Oncology in an all-stock transaction
• Cadence Design Systems in its acquisition of Rambus
• Bosch in its acquisition of TSI Semiconductors
• Frontier Airlines in its proposed but terminated US$6.6 billion merger with Spirit Airlines
• Cloudera in its US$5.3 billion sale to affiliates of Clayton, Dubilier & Rice and KKR
• Meta in its acquisition of CTRL-labs, Downpour Interactive, and various other strategic acquisitions
• Kohl’s in its strategic alternative review process
• New Relic in its acquisitions of Pixie Labs and K2 Cyber Security
• Silver Lake in various transactions, including its investment in BYJU’S
• GTCR in various transactions, including its investment in Vivid Seats
• Boxed in its US$900 million merger with Seven Oaks Acquisition Corp.
• Taboola in its US$2.6 billion merger with Ion Acquisition Corp.
• 10x Genomics in various strategic acquisitions
• Pivotal Software’s special committee in its sale to VMware
• Square in various strategic acquisitions
• Cars.com in its strategic alternative review process
• The Carlyle Group in its acquisition of Apollo Aviation Group, a new business line within Carlyle’s Global Credit Segment
• Delphi Automotive in the US$4.5 billion tax-free spin-off of its Powertrain Systems segment
• Entercom Communications in its merger with CBS Radio, to create a nationwide preeminent radio platform
• Press Ganey in its sale to EQT Partners
• Baxter in various strategic transactions
• Accuride in its sale to Crestview Partners

Activism Defense

• Kohl’s in its:
  • Successful proxy contest against Macellum Advisors, resulting in all directors’ re-election
  • Settlement agreement with Macellum Advisors, Ancora, Legion Partners, and 4010 Capital
• New Relic in its cooperation agreements with:
  • JANA Partners
  • Engaged Capital
• Cerner in its cooperation agreement with Starboard Value
• Cars.com in its defense of a public campaign by Starboard Value seeking board seats
• Ensco in its defense of a public campaign by a hostile stockholder to stop Ensco’s acquisition of Atwood Oceanics, which won stockholder approval and was completed
• Accuride in its defense of a public campaign by a hostile stockholder to stop the corporation’s sale to Crestview Partners, which won stockholder approval and was completed
• Numerous NYSE and NASDAQ listed corporations on takeover defense planning and shareholder activism

Latin America

• SMART Global Holdings (dba SGH) in its planned sale of a majority stake of its commodity module business in Brazil to an affiliate of Shenzhen Longsys Electronics Co.
• Stericycle in the sale of its operations in Chile, Mexico, and Argentina to three buyers
• Telefónica and Corporación Multi Inversiones in the sale of the entire share capital of Telefónica Guatemala and 99.3% Telefónica El Salvador to América Móvil for US$648 million
• O-I Glass in its acquisition of Nueva Fábrica Nacional de Vidrio from Grupo Modelo, a wholly owned affiliate of Anheuser-Busch InBev
• Infraestructura Energética Nova (IEnova), in its inaugural bond offering on the international capital markets and its US$1.6 billion follow-on equity offering, the largest in Latin America in 2016
• Vista Oil & Gas in its US$650 million global initial public offering, the first SPAC IPO in Latin America and the first energy exploration and production-focused IPO in Mexico