About
Keith Hallam III focuses his practice on mergers and acquisitions across numerous industries. He has experience representing, and negotiating deals across from, private equity sponsors, public and private companies, and strategic and financial investors on all types of M&A transactions including take privates, carve-out transactions, joint ventures, strategic investments, structured equity and cross-border transactions.
His clients have included ADT, AerCap, Aerion, Affiliated Computer Services, altafiber, AmerisourceBergen, Aon, Aras, Ashland, ATK, Atlas Air, Banco Santander, Biogen, Brightline, Brunswick, Casey's General Stores, CommScope, Conduent, Delta Air Lines, DMGT, Florida East Coast Railway, Frontier Communications, Hertz, Hibu Group, IBM, JBS, Jefferies, Light & Wonder, Martin Marietta, Naspers, NCR, Occidental Petroleum, Olin, OUTFRONT Media, Parker Hannifin, Pilgrim's Pride, Prosus, Robotic Research, Roivant Sciences, SMBC Aviation Capital, Swvl, Unilever, Univision, US Foods, UTi Worldwide, Valvoline and Xerox.
The Legal 500 US has named Keith a "Leading Lawyer" in mergers and acquisitions and a "Next Generation Partner" in technology transactions and has also recognized his work in activism defense. In addition, he has been recognized as a leading lawyer in mergers and acquisitions by IFLR1000, Lawdragon and The Legal 500 Latin America.
Consumer Products
- ADT on the $1.6bn sale of its commercial business to GTCR and its $1.2bn equity investment from State Farm.
- Avon on the sale of 80% of its North America business to Cerberus Capital Management and in the PIPE investment by Cerberus in Avon's international business.
- Casey's General Stores in connection with the $1.9bn unsolicited acquisition proposal by Alimentation Couche Tard, and related hostile tender offer and proxy contest.
- Central Garden & Pet Company in connection with a $1.1bn unsolicited offer from Harbinger Group.
- Deliveroo on its £2.9bn sale to DoorDash.
- DMGT on its $8.1bn business combination of Cazoo and AJAX I SPAC.
- The Fresh Market on its $1.36bn sale to affiliates of Apollo.
- JBS on its $1.3bn sale of Moy Park to Pilgrim's Pride and its unsolicited $1.3bn offer to acquire Pilgrims Pride.
- Pilgrim's Pride on its $7.7bn offer for Hillshire Brands and in connection with a competing offer to acquire Hillshire made by Tyson Foods.
- Pinnacle Foods on its $10.9bn acquisition by Conagra Brands.
- Starwood Hotels on its $13.3bn sale to Marriott International and in connection with a competing, unsolicited acquisition proposal from a consortium consisting of Anbang Insurance Group, J.C. Flowers & Co. and Primavera Capital.
- Unilever on the $2.15bn sale of its Ragú and Bertolli pasta sauce business to Mizkan Group.
- US Foods on its $500m convertible preferred equity investment from KKR, its $970m acquisition of Smart Foodservice and its $1.8bn acquisition of SGA Food Group.
Energy and Natural Resources
- Cameron International on its $15bn sale to Schlumberger.
- Montana Technologies on its joint venture with GE Vernova and its joint commercial collaboration with, and growth equity investment from, Carrier Global.
- NRG Energy, Inc., a leading North American energy and home services company, on its approximately $12bn acquisition of a portfolio of natural gas generation facilities and a commercial and industrial virtual power plant platform from LS Power.
- Serra Verde Group on its approximately $2.8bn combination with USA Rare Earth, Inc.
Financial Institutions / FinTech
- AerCap on its $30bn acquisition of GE Capital Aviation Services and its $28bn acquisition of International Lease Finance Corporation from American International Group.
- AG Mortgage Investment Trust on its definitive merger agreement with Western Asset Mortgage Capital.
- Aon on its $13.4bn acquisition of NFP.
- Banco Santander and its subsidiaries on the $1bn sale of an interest in Santander Consumer USA to a consortium of private equity firms, including Warburg Pincus, KKR and Centerbridge Capital Partners.
- Bank of Jerusalem on its proposed "deal jump" acquisition of Isracard, a leading Israeli credit card company.
- BM Technologies, Inc., one of the largest digital banking platforms in the United States focused on student loan payments, on its sale to First Carolina Bank, a North Carolina state-chartered bank.
- Board of Directors and Transaction Committee of DigitalBridge Group, Inc. (NYSE: DBRG), a leading global alternative asset manager specializing in digital infrastructure, including data centers, cell towers, fiber networks, and edge assets, on its acquisition by SoftBank Group.
- Fortress Investment Group in Nationstar Mortgage's merger with WMIH, and in the sale by Fortress of its remaining 40.5% equity interest in OneMain Holdings to an investor group led by Apollo Global Management and Värde Partners.
- Goldman Sachs as a shareholder in Younited's business combination with Iris Financial.
- Jefferies in the expansion of its strategic alliance with Sumitomo Mitsui Banking Corporation, which includes a total commitment of up to $3.4bn to Jefferies by SMBC.
- Lender Processing Services on its $4.3bn sale to Fidelity National Financial.
- SMBC Aviation Capital on its $6.7bn acquisition of Goshawk Aviation.
- Texas Capital Bank in the $3.4bn sale of BankDirect Capital Finance to Truist.
Healthcare
- Alere on its $8bn sale to Abbott Laboratories.
- AmerisourceBergen on its $6.5bn acquisition of Walgreens' Alliance Healthcare businesses, its $815m acquisition of H. D. Smith and its strategic relationship with Walgreens and Alliance Boots.
- Artel on its acquisition by Advanced Instruments.
- Biogen on its $1.25bn settlement and license agreement with Forward Pharma.
- Cano Health shareholders, including members of management, in the $4.4bn SPAC merger with Jaws Acquisition Corp., including an $800m PIPE investment.
- Roivant Sciences on its Strategic Alliance with Sumitomo Dainippon Pharma.
- Sun Pharma on its entry into an agreement to acquire all outstanding shares of Organon & Co. for an enterprise valuation of $11.75bn.
- Taro on its acquisition of Alchemee, formerly The Proactiv Company, from Galderma.
- ZimVie in the $375m sale of its spine business to H.I.G. Capital.
Industrials
- Air Products and Chemicals on its unsolicited offer to acquire all outstanding shares of Airgas for approximately $7bn.
- Alliant Techsystems on its $985m acquisition of Bushnell Group.
- Brunswick in the $490m sale of its Fitness business to KPS Capital Partners and its $910m acquisition of Power Products' Global Marine & Mobile business.
- Georg Fischer AG, a Swiss industrial company listed on SIX Swiss Exchange, on the divestment of its Machining Solutions Division to United Grinding Group, a Swiss-based manufacturer of grinding technology.
- HMS Networks on its $345m acquisition of Red Lion Controls from Spectris.
- Martin Marietta on its $1.625bn acquisition of Bluegrass Materials.
- Parker Hannifin on its $3.675bn acquisition of LORD.
- Valvoline in the $2.65bn sale of its Global Products business to Aramco.
Media and Entertainment
- OUTFRONT Media in the C$410m divestiture of its Canadian business to Bell Media.
- Hibu Group in the sale of its U.S. business to H.I.G. Capital.
- Univision on its sale of a majority stake to Searchlight Capital and ForgeLight.
- Viacom's transaction committee in the $30bn merger with CBS.
Technology
- Affiliated Computer Services on its $8.4bn sale to Xerox.
- Aras on its substantial growth investment from GI Partners.
- Conduent in the sale of its off-street parking business to Andera Partners, the sale of its commercial vehicle operations business to Alinda Capital Partners and the sale of its U.S. based human resource consulting and actuarial business to H.I.G. Capital.
- Forterra, a leader in autonomous mission systems, on its acquisition of goTenna, a pioneer in tactical mesh networking solutions.
- Hayden AI on its $90m Series C round led by TPG's The Rise Fund.
- IBM in a number of dispositions and acquisitions, including its €2.13bn acquisition of the StreamSets and webMethods platforms from Software AG, the $1.8bn sale of select IBM software products to HCL Technologies, its collaboration agreement with Maersk, its acquisition of Promontory Financial, its acquisition of the product and technology businesses of The Weather Company from Bain, Blackstone and NBCUniversal, its $1bn acquisition of Merge Healthcare, the $2.3bn sale of its x86 server business to Lenovo and its $1.3bn acquisition of Kenexa.
- Light & Wonder in the $6.05bn sale of SG Lottery to Brookfield and $1.2bn sale of OpenBet to Endeavor.
- Naspers in the merger of ibibo Group, its travel business in India, with MakeMyTrip.
- NCR on its strategic partnership with Blackstone, including an $820m equity investment in NCR by Blackstone.
- OLX Brazil on its R$2.9bn acquisition of Grupo ZAP.
- Prosus on its $1.8bn acquisition of Stack Overflow and its $500m PIPE investment in connection with Churchill II SPAC's $1.5bn merger with Skillsoft and acquisition of Global Knowledge.
- Robotic Research on its $228m Series A financing round and its $75m Series B financing round.
- Swvl on its $1.5bn SPAC combination with Queen's Gambit, including a $111.5m PIPE investment and a $471.7m equity financing facility, its proposed $100m acquisition of Zeelo and its acquisitions of Urbvan, Volt Lines, door2door, Viapool and Shotl.
- Xerox on its spin-off of Conduent and in the $1.05bn sale of its IT outsourcing business to Atos.
Telecommunications
- altafiber on its $2.9bn acquisition by Macquarie Infrastructure, the $670m sale of CBTS to TowerBrook, its $650m combination with Hawaiian Telcom, its $201m acquisition of OnX Enterprise Solutions and the sale of wireless spectrum licenses to Verizon Wireless.
- CommScope on its $1bn investment from The Carlyle Group as part of CommScope's $7.4bn acquisition of ARRIS.
- Consolidated Communications' special committee in the pending $3.1bn acquisition by Searchlight and BCI.
- Frontier Communications on its $1.352bn sale of operations in Idaho, Montana, Oregon and Washington to WaveDivision Capital in partnership with Searchlight.
- Partner Communications in the unsolicited acquisition proposal from HOT Telecommunication Systems and its controlling shareholder, Altice Europe.
- Route Mobile and its founding shareholders in the ₹59.22bn sale of a majority stake in Route Mobile to Proximus Group.
Transportation
- Aerion on its partnership with Boeing to bring Aerion's next generation supersonic business jet to market.
- Atlas Air on its $5.2bn acquisition by an investor group led by Apollo, its long-term commercial agreements to provide air cargo services to Amazon and its grant of rights to Amazon to acquire Atlas Air equity.
- Brightline on its acquisition of XpressWest.
- Delta Air Lines on its acquisition of 49% of Virgin Atlantic from Singapore Airlines and in Delta's related trans-Atlantic joint venture with Virgin.
- Florida East Coast Railway on its sale to Grupo México by Fortress Investment Group.
- Hertz on its $2.6bn acquisition of Dollar Thrifty Automotive.
- Star Bulk on its $2.1bn combination with Eagle Bulk Shipping.
- UTi Worldwide on its $1.35bn sale to DSV.
Mr. Hallam has also represented numerous companies and boards of directors in defending against activist hedge funds. Recent examples include representing:
- Canadian National Railway Company on its proxy contest and subsequent settlement agreement with CIFF Capital UK LP and The Children's Investment Master Fund.
- ARIAD Pharmaceuticals on its two settlement agreements with Sarissa Capital Management.
- Ashland on its proxy contest and subsequent settlement agreement with Cruiser Capital.
- Benchmark Electronics on its cooperation agreement with Engaged Capital.
- Brunswick on its interactions with Owl Creek Asset Management.
- Cameron on its interactions with Elliott Management and share accumulations by JANA Partners.
- Cano Health on its interactions with Third Point.
- Cheniere Energy on its negotiations and settlement agreement with Carl Icahn.
- Cincinnati Bell on its two successful proxy contests with Mario Gabelli and GAMCO investors.
- Conduent on its interactions with Carl Icahn and its agreement with Darwin Deason, a significant shareholder.
Frontier Communications on its interactions with JANA Partners. - Gannett on its successful acquisition of Belo, which was challenged by various arbitrageurs and hedge funds.
- Hertz in the adoption of its shareholder rights plan in response to an activist investor reported to be Carl Icahn and in connection with investments by Corvex Management and Third Point.
- Hologic in the adoption of its shareholder rights plan, on its settlement agreement with Carl Icahn, and in connection with an investment by Relational Investors.
- Jones Apparel on its settlement agreement with Barington Capital.
- NCR on its settlement agreement with Mick McGuire and Marcato Capital.
- Occidental Petroleum in Carl Icahn's written consent solicitation of Occidental shareholders and Occidental's subsequent nomination agreement with Carl Icahn.
- Olin on its cooperation agreement with Sachem Head Capital Management.
- Perspecta on its interactions with JANA Partners.
- Starwood Hotels on its dealings with JANA Partners and Third Point.
- UTi Worldwide on its interactions with Starboard and negotiations with its shareholder P2 Capital.
- Valvoline in a confidential resolution of an activist shareholder matter.
- Web.com on its settlement agreement with Okumus Fund Management.
- Xerox on its two settlement agreements with Carl Icahn prior to its spinoff of Conduent.

Keith Hallam
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175 Greenwich Street, 51st Floor
New York, NY 10007