Diana Y.Defino

Associate

Pittsburgh + 1.412.394.9548

Diana Defino advises clients on complex employee benefits and executive compensation matters, including in the context of acquisitions, dispositions, mergers, and executive transitions.

She has counseled clients on more than 70 completed transactions, including Alcoa's recent sale of its rolling mill business to Kaiser Aluminum for $670 million; Shiseido's acquisition of the Drunk Elephant skincare brand for $845 million; and LORD Corporation's acquisition by Parker Hannifin, valued at $3.675 billion.

Diana regularly prepares and negotiates employment, separation, bonus, and change-of-control agreements. She advises clients with respect to equity incentive arrangements and securities-related disclosures. She also counsels clients regarding the administration and compliance of employee benefit plans and arrangements with the Internal Revenue Code and Employee Retirement Income Security Act (ERISA) and drafts and reviews proxy and other disclosures for public company clients. She has also drafted disclosures related to the golden parachute payment tax implications of executive compensation arrangements in both private and public company transactions.

Diana serves as a chair of a subcommittee of the Diversity, Inclusion and Advancement Committee in the Pittsburgh Office. She is a member of the Friends Board of Sisters Place (a Pittsburgh-based charity that provides a supportive housing community to single parent families who are homeless), the Propel Schools Young Professionals Council (a team of young professionals dedicated to raising awareness and support for Propel Schools, which is a group of nonprofit charter schools in the Pittsburgh area), and she serves as a mentor in the Leadership Council on Legal Diversity Success in Law School Mentoring Program.

Experience

  • Evoqua to merge with Xylem in $7.5 billion all-stock transactionJones Day is advising Evoqua Water Technologies Corp. (NYSE: AQUA) in its $7.5 billion stock-for-stock merger with Xylem Inc. (NYSE: XYL).
  • NOVA Infrastructure acquires ATS for Harbor LogisticsJones Day advised NOVA Infrastructure in the acquisition by portfolio company Harbor Logistics, LLC of ATS Logistics, Inc., a leading provider of transportation and warehousing services in Charleston.
  • BAT invests in Charlotte’s WebJones Day advised BAT Group in its investment in Charlotte's Web Holdings, Inc., the market leader in hemp-derived cannabidiol (CBD) wellness products.
  • Global internet infrastructure provider acquires nine data centersJones Day advised a global internet infrastructure provider in the acquisition of nine data centers, including colocation and related network services.
  • NioCorp to combine with GX Acquisition Corp. IIJones Day is advising NioCorp Developments Ltd. (TSX: NB; OTCQX: NIOBF) in its business combination with GX Acquisition Corp. II (Nasdaq: GXII), a publicly-traded special purpose acquisition corporation.
  • American Pacific Group acquires Concisys, Inc.Jones Day advised American Pacific Group, a San Francisco Bay Area-based private equity firm, in the acquisition of Concisys, Inc., a Southern California leader in surface mount technology electronic manufacturing services.
  • Labcorp to spin off Clinical Development businessJones Day is advising Labcorp (NYSE: LH), a leading global life sciences company, in its consideration of whether to pursue a spin-off of its Clinical Development business to its shareholders through a tax-free transaction.
  • Signature Aviation sells TAC Air FBOs to Atlantic AviationJones Day advised Signature Aviation in its divestiture of three TAC Air fixed base operations at Omaha, Nebraska (OMA); Raleigh-Durham, North Carolina (RDU); and Hartford, Connecticut (BDL) to Atlantic Aviation.
  • Signature Aviation acquires 14 TAC Air locations Jones Day advised Signature Aviation in the acquisition of the TAC Air business of The Arnold Companies.
  • LendingTree invests in EarnUpJones Day advised LendingTree, Inc. in the $31 million Series C financing round of EarnUp, a San Francisco-based Fintech company offering payment and data solutions for the mortgage industry.
  • American Pacific Group portfolio company acquires Trinity GuardJones Day advised American Pacific Group in the acquisition by portfolio company Fresche Solutions of Trinity Guard, a leader in world-class security, auditing and detection software and services that provide vital capabilities to detect and protect against growing cybercrimes.
  • American Pacific Group portfolio company acquires DigiCut, LLCJones Day advised American Pacific Group, a San Francisco-based private equity firm, in connection with the acquisition by portfolio company Fellers, along with Interwest Distribution Company, of DigiCut, LLC, a leading provider of film cutting software and templates for the automotive industry.
  • Follett Corporation acquired by private investor groupJones Day advised Follett Corporation in the sale of its corporate entity as well as Follett Higher Education, the company’s collegiate retail and Follett ACCESS business, to a group of private investors led by Jefferson River Capital LLC, a private investment company controlled by the James family.
  • JourneyCare acquired by Addus HomeCareJones Day advised JourneyCare, Inc. in the $85 million sale of the Company to Addus HomeCare Corporation.
  • American Pacific Group portfolio company acquires BioTRUST Nutrition® LLCJones Day advised American Pacific Group in connection with the acquisition and financing of BioTRUST Nutrition® LLC, a fast-growing, leading eCommerce nutrition brand with a portfolio of high-quality, science-based products that span protein, collagen, healthy living, anti-aging, and digestive health, by one of its portfolio companies, Wellbeam Consumer Health, LLC.
  • Montauk Energy Holdings amends existing senior secured revolving credit and term loan facilityJones Day represented Montauk Energy Holdings, LLC, as borrower, and certain of its affiliates as guarantors, in connection with a fourth amendment and joinder to their existing senior secured revolving credit and term loan facility with Comerica Bank, as agent.
  • Husqvarna acquires Orbit IrrigationJones Day advised Husqvarna AB on the acquisition of Lunar Holding Corporation ("Orbit Irrigation") for $480 million in cash.
  • Dorilton Capital acquires Homestead HospiceJones Day represented Dorilton Capital in the acquisition by portfolio company Traditions Health, LLC, a national hospice and home health provider, of Roswell, Georgia, based Homestead Hospice, a multi-state provider of hospice services.
  • American Pacific Group acquires FellersJones Day advised American Pacific Group in the acquisition of Fellers Inc., a distributor of vinyl wrap films and supplies.
  • American Pacific Group acquires Interwest Distribution CompanyJones Day advised American Pacific Group, a San Francisco Bay Area-based private equity firm, in the acquisition of Interwest Distribution Company ("Interwest"), a leading distributor of building and automotive films.