Justin A.Macke

Partner

New York + 1.212.326.3485

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Justin Macke advises companies on transactional matters, including M&A, corporate governance, takeover preparedness, shareholder activism, and proxy contests. He also advises boards of directors of public companies on their fiduciary duties in connection with internal governance matters. Additionally, Justin has significant experience with counseling public companies on public mergers in the face of activist shareholders.

Representative transactions include: Sherwin-Williams' $11.3 billion acquisition of Valspar, Lord Corporation's $3.7 billion sale to Parker-Hannifin, Associated Estates' $2.5 billion sale to Brookfield Asset Management, Cintas's $2.2 billion acquisition of G&K Services, Exelis's $4.8 billion sale to Harris Corporation, and OM Group's $1.03 billion sale to Apollo Global and Platform Specialty Chemicals. Other companies with which he has worked on substantial matters include ACI Worldwide, American Industrial Partners, Bennington Marine, Cardinal Health, CECO Environmental, Cliffs Natural Resources, Conagra Brands, Cooper Tire & Rubber Company, Cornfields, Jefferies & Co., KeyBanc, Kraft Foods Group, NACCO Industries, and Parker-Hannifin. He also regularly advises investment banking firms as financial advisors on a variety of transactions.

Publicly disclosed proxy contests and activism defense representations include: Associated Estates, Cleveland-Cliffs, Louisiana Pacific, Marathon Petroleum, OM Group, Northern Oil & Gas, TriMas Corporation, and Verint Systems.

Experience

  • Sherwin-Williams acquires Valspar for $11.3 billionJones Day advised The Sherwin-Williams Company in its $11.3 billion acquisition of The Valspar Corporation.
  • LORD Corporation acquired by Parker Hannifin for $3.675 billionJones Day advised LORD Corporation in its $3.675 billion acquisition by Parker Hannifin Corporation.
  • Cintas acquires G&K Services for $2.2 billionJones Day advised Cintas Corporation in its acquisition of all of the outstanding shares of G&K Services, Inc. for $97.50 per share in cash, for a total enterprise value of approximately $2.2 billion, including acquired debt.
  • Associated Estates acquired by Brookfield Asset Management for $2.5 billionJones Day advised Associated Estates Realty Corporation in the acquisition by an affiliate of Brookfield Asset Management for $2.5 billion including the assumption of debt.
  • Bad Boy receives investment from The Sterling GroupJones Day advised Bad Boy, Inc., a leading manufacturer of high-performance zero-turn riding lawn mowers, in its cash and stock sale to The Sterling Group.
  • Boat Holdings sells company to Polaris Industries Inc. for $805 millionJones Day advised Boat Holdings LLC, the leading manufacturer of pontoon boats in the United States, in the sale of the company to Polaris Industries Inc. in an all cash transaction valued at $805 million.
  • ACI Worldwide acquires Western Union's Speedpay U.S. domestic bill pay business for $750 millionJones Day advised ACI Worldwide, Inc. (NASDAQ: ACIW), a leading global provider of real-time electronic payment and banking solutions, in the $750 million acquisition and related financing of the Speedpay bill payment business of The Western Union Company.
  • Louisiana-Pacific enters cooperation agreement with D.E. Shaw GroupJones Day advised Louisiana-Pacific Corporation in connection with a cooperation agreement with certain funds affiliated with D.E. Shaw.
  • J.F. Lehman portfolio company acquires Heneghan Wrecking CompanyJones Day advised NorthStar Group Services, Inc., a portfolio company of investment affiliates of J.F. Lehman & Company, in connection with the acquisition of Heneghan Wrecking & Excavating Co., Inc. and Patrick's Equipment Leasing, Inc., providers of complete structural and interior deconstruction, excavation, and emergency response services for commercial and industrial clients across the Midwest.
  • DataBank acquires zColo for $1.4 billionJones Day advised DataBank, a leading provider of enterprise-class colocation, connectivity, and managed services, in connection with the acquisition and financing of zColo, including certain U.S. and European data center assets, from Zayo Group Holdings, Inc. for $1.4 billion.
  • Cleveland HeartLab acquired by Quest DiagnosticsJones Day advised Cleveland HeartLab, a leader in innovative diagnostic services for managing cardiovascular disease, in its acquisition by Quest Diagnostics.
  • Northern Oil and Gas obtains $400 million secured term loan facilityJones Day represented Northern Oil and Gas, Inc., an independent energy company, in connection with a $400 million secured term loan facility.
  • Digital Bridge in consortium with PSP Investments and TIAA Investments acquires Vantage Data CentersJones Day advised a consortium which includes Digital Bridge Holdings, LLC, a leading global communications infrastructure company, Public Sector Pension Investment Board (PSP Investments), and TIAA Investments (an affiliate of Nuveen), on the acquisition and related financing of Vantage Data Centers, a leading provider of data center solutions in support of mission-critical applications.
  • Jefferies acts as financial advisor in $725 million sale by Aperture Group of OptionsHouse to E*TRADE Financial CorporationJonesDay advised Jefferies LLC, financial advisor to Aperture Group, in connection with Aperture Group's $725 million sale of OptionsHouse to E*TRADE Financial Corporation.
  • CSW Industrials settles proxy contestJones Day advised CSW Industrials, Inc., a diversified industrial growth company ("CSWI"), in connection with a proxy contest initiated by Newtyn Management LLC, an activist investor, and its affiliates ("Newtyn").
  • OM Group acquired by Apollo Affiliated Funds for $1.03 billionJones Day advised OM Group, Inc. in its acquisition by funds managed by affiliates of Apollo Global Management, LLC, for $34.00 per share in cash, or approximately $1.03 billion.
  • Exelis acquired by Harris Corporation for $4.8 billionJones Day advised Exelis, Inc. in its acquisition by Harris Corporation in a cash and stock transaction valued at $23.75 per share, or approximately $4.8 billion enterprise value.
  • ConAgra, Cargill, and CHS form joint venture combining flour milling businesses to create new company, Ardent MillsJones Day advised ConAgra Foods in a joint venture with Cargill Incorporated and CHS Inc. to form Ardent Mills, a new flour milling company that will serve customers in the baking and food industries.
  • Cintas partners with Shred-it International to combine document shredding businesses for $180 millionJones Day advised Cintas Corporation on the antitrust aspects of its newly formed partnership with Shred-it International Inc. to combine and operate both companies' document shredding businesses under the Shred-it brand.
  • OM Group exits its Advanced Materials business for $465 millionJones Day advised OM Group, Inc. in the sale of its Advanced Materials business for $465 million.
  • Apollo Health Street completes sale to Sutherland Global ServicesJones Day advised Apollo Health Street in connection with its sale to Sutherland Global Services, a provider of business process and technology management services.
  • NACCO Industries spins off of Hyster-Yale Materials HandlingJones Day advised NACCO Industries, Inc. in its spin-off of Hyster-Yale Materials Handling, Inc.
  • Edison Ventures invests in Vox MobileJones Day represented Edison Ventures in connection with its $7.5 million investment in Vox Mobile, a provider of managed mobility services.
  • St. Mary of the Woods files for chapter 11Jones Day represents Franciscan Communities St. Mary of the Woods in its chapter 11 case and related debtor-in-possession financing.
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    October 2020 Commentaries

    SEC Adopts Amendments to Modernize Shareholder Proposal Rules

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