Adam Rachlis

Adam Rachlis advises public and private companies, private equity sponsors and their portfolio companies, and investment banks on mergers & acquisitions and other strategic transactions, including leveraged buyouts, control and minority investments, divestitures, carve-outs, joint ventures and equity financings.

Adam advances the strategic needs of clients by drawing on both his legal experience at international law firms and years as an investment banker at Goldman Sachs, where he was vice president in the Consumer & Retail coverage group. At Goldman, Adam led M&A transactions for sponsors and strategics, conducted valuation analysis and financial due diligence, and negotiated the financial terms of complex transactions, which gives him a deep understanding of his clients’ business objectives and the ability to deliver sophisticated, commercial advice.

Adam advises both U.S. and international clients across a variety of industries, including technology, health care and life sciences, media and entertainment, retail and consumer products, industrials and manufacturing, energy and infrastructure, and real estate.

Adam also regularly represents leading investment banks in their capacity as financial advisors in M&A transactions.

Representative Experience

Represented the Attorney General of the State of Delaware, on behalf of the beneficiaries of the OpenAI non-profit, in connection with the recapitalization of OpenAI’s for-profit enterprise into a newly formed Delaware public benefit corporation. At closing, the non-profit held a 26% equity stake in the for-profit valued at approximately $130 billion.
Represented the San Francisco Giants in its strategic partnership and preferred equity investment from Sixth Street.
Represented Goldman Sachs in numerous matters, including as financial advisor to Tiffany & Co. in its $15.8 billion sale to LVMH; Sonder in its $2.2 billion business combination with Gores Metropoulos II; KKR & Co. in its $2.6 billion acquisition of KKR Financial Holdings in a stock-for-stock merger; Hill-Rom in its $2.1 billion acquisition of Welch Allyn; Calpine Corporation in its $1.6 billion sale of power plants to LS Power; Chiquita Brands in its $1.3 billion sale to Cutrale-Safra Group; KPS Capital Partners in its $400 million acquisition of Electrical Components International; Accenture in its $320 million acquisition of Acquity Group; and Edgewell in its attempted acquisition of Harry’s shaving company (blocked by the FTC).

Private Equity and Private Company Transactions
- Represented Nestlé Health Science in its acquisition of a majority stake in Orgain from Butterfly Equity.
- Represented AEA Investors in its sale of ProMach to Leonard Green.
- Represented TDR Capital in its sale of International Car Wash Group to Roark Capital.
- Represented Molina Healthcare in its acquisition of CIGNA’s Texas Medicaid business.
- Represented The Sterling Group and its portfolio company Frontline Road Safety in its acquisition of The Aero-Mark Company.
- Represented Brentwood Associates in its acquisition of a minority stake in Pacifica Beauty.
- Represented Marlin Equity in its sale of a majority stake in Bazaarvoice to Thomas H. Lee Partners.
- Represented Lion Street in its sale to Integrity Marketing Group.
- Represented PLBY Group in its acquisition of Honey Birdette.
- Represented Nanosys in the sale of its microLED fab facility and engineering team to Avicena.
- Represented Brookwood Financial Partners in its acquisition of Allsup’s Convenience Stores.

Public Company Transactions
- Represented Manchester United in its strategic alternatives process and sale of a minority stake to INEOS chairman Sir Jim Ratcliffe.
- Represented AT&T in its $49 billion acquisition of DirecTV.
- Represented Intercontinental Exchange (ICE) in its $8.2 billion acquisition of NYSE Euronext.
- Represented United Rentals in its $4.2 billion acquisition of RSC Holdings.
- Represented Wells Fargo in its acquisition of BNP Paribas’ North American energy lending business for $9.5 billion.
- Represented The Oncology Institute in its business combination with DFP Healthcare Acquisitions.
- Represented Ipsen in its strategic investment in Inspiration Biopharmaceuticals and concurrent sale of intellectual property to Baxter International and Cangene Corporation.
- Represented Frontier Airlines in its chapter 11 reorganization and 363 sale to Republic Airways.

Financial Advisory Matters
- Represented Greenhill as financial advisor to Evernorth, a subsidiary of CIGNA, in its $3.5 billion investment in Shields Health Solutions, contemporaneously with Shields’ separation from Walgreen Boots Alliance in connection with Sycamore Partners’ take-private acquisition of Walgreens.
- Represented Tidal Partners as financial advisor to:
  - Cisco in its $28 billion acquisition of Splunk
  - Humane in its sale to HP
- Represented Allen & Co. as financial advisor to:
  - Shutterstock in its $3.7 billion merger with Getty Images
  - Workday in its $1.1 billion acquisition of Sana Labs
- Represented Centerview as financial advisor to PTC in its $1.5 billion acquisition of ServiceMax.
- Represented Morgan Stanley as financial advisor to Duke Realty in its $26 billion merger with Prologis.
- Represented Evercore as financial advisor to Clear Channel in certain restructuring matters.
- Represented Wells Fargo as financial advisor to:
  - E.W. Scripps in its merger with Journal Communications and simultaneous spin-off of newspaper businesses
  - HealthSouth in its $730 million acquisition of Reliant Hospital Partners
  - Consolidated Communications in its $350 million acquisition of Enventis
- Represented Bank of America as financial advisor to NRG Yield in its $870 million acquisition of Alta Wind Energy.
- Represented William Blair as financial advisor to Allscripts in its sale of the net assets of Allscripts Hospitals and Large Physician Practices business segment to Constellation Software.
- Represented Lincoln International as financial advisor to NewAmsterdam Pharma in its merger with Frazier Lifesciences Acquisition Corp.
- Represented Duff & Phelps as financial advisor to Grindr in its business combination with Tiga Acquisition Corp.
- Represented Piper Sandler as financial advisor to Syros Pharmaceuticals in its merger with TYME Technologies.
- Represented Stifel as financial advisor to Bank of Marin Bancorp in its acquisition of American River Bankshares.
- Represented Canaccord as financial advisor to:
  - Tango Therapeutic in its merger with BCTG Acquisition Corp.
  - Leaf Group in its $323 million sale to Graham Holdings
- Represented JMP Securities as financial advisor to FinTech Acquisition Corp. V in its business combination with eToro Group.
- Represented MTS Health Partners as financial advisor to NuPathe in its $150 million sale to Teva Pharmaceuticals.
- Represented Eastdil Secured as financial advisor to Urstadt Biddle in its $16 billion sale to Regency Centers.
- Represented Moelis and Houlihan Lokey on various matters.

Capital Markets and Securities Offerings
- IPOs for Michael Kors, Envestnet, DigitalGlobe and Tower Automotive.
- Equity offerings for Warner Chilcott and Cloud Peak.
- Tender offers for Marsh & McLennan and Honeywell.
- High-yield debt offerings for Tower Automotive, DigitalGlobe and Harbinger Group.
- Investment-grade debt offerings for Honeywell, CIGNA, CSX Corp, Allergan, Campbell Soup, Western Union and Devon Energy.

Education

J.D., Stanford Law School, 2008
Articles Editor, Stanford Law Review

B.A., Economics, Brown University, 2004
magna cum laude

Admissions

New York

California

Areas of Focus

Practices

Representative Experience

Adam's Insights

Pillsbury Advises Delaware Attorney General in Recapitalization of OpenAI’s For-Profit Enterprise

Pillsbury Advises San Francisco Giants in Strategic Partnership with Sixth Street

Pillsbury Adds M&A Dealmaker and Former Investment Banker Adam Rachlis as Partner in New York