Justin G. Hamill

A partner in the Corporate Department, Justin is a member of the Mergers & Acquisitions Group and the Private Equity Group. He has been recognized as a leading M&A lawyer by Chambers USA, featured in Crain's New York Business and The M&A Advisor as one of "40 Under 40" and named a "Rising Star" by the New York Law Journal. Justin also serves as the Deputy Chair of the firm's preeminent Media and Entertainment Group, where he has been noted by The American Lawyer and The Hollywood Reporter as "one of Hollywood's top dealmakers" and by Variety as one of "Hollywood's new leaders."

Experience

Justin advises a diverse range of clients, including public and private companies, investment funds and financial institutions, in negotiated and contested M&A transactions, leveraged buy-outs, joint ventures, public and private investments and restructuring transactions. He has substantial experience across a broad array of industries, including media and entertainment, technology, financial services, consumer products, health care and real estate.

Some of his recent representations include:

PUBLIC COMPANY TRANSACTIONS:

• RSC Holdings, Inc. (NYSE: RRR), in connection with its sale to United Rentals, Inc. (NYSE: URI) for approximately $4.2 billion;
• Warner Music Group (NYSE: WMG), in connection with its sale to Access Industries for approximately $3.3 billion ("M&A Deal of the Year," The Deal Magazine);
• Emdeon Inc. (NYSE: EM), in connection with its sale to Blackstone for approximately $3 billion;
• Interstate Hotels & Resorts, Inc. (NYSE: IHR), in connection with its sale to Thayer Capital and Shanghai Jin Jiang ("M&A Deal of the Year,"  Asian-Mena Counsel Magazine);
• Agrium Inc. (NYSE: AGU), in connection with its $4.9 billion unsolicited cash/stock tender offer for CF Industries (NYSE: CF);
• Teck Resources (NYSE: TCK), in connection with its $17 billion unsolicited cash/stock tender offer for Inco (NYSE: N); and
• SpectraSite, Inc. (NYSE: SSI), in connection with its $11.3 billion merger with American Tower Corporation (NYSE: AMT).

SPECIAL COMMITTEES:

• Special committee of Barnes & Noble, Inc. (NYSE: BKS), in connection with an offer (later withdrawn) by founder Leonard Riggio to acquire its bookstore business and certain retail assets;
• Special committee of a large public transportation company, in connection with certain potential corporate governance changes and related party transactions; and
• Special committee of a large public media company, in connection with a potential spin-off transaction.

FINANCIAL ADVISOR REPRESENTATIONS:

• Evercore, as financial advisor to the Special Committee of the Board of Directors of MetroPCS (NYSE: PCS) in connection with its merger with T-Mobile USA to create the fourth-largest U.S. cell phone company;
• Centerview Partners, as financial advisor to MICROS Systems, Inc. (NYSE: MCRS) in connection with its $5.3 billion sale to Oracle Corp (NYSE: ORCL);
• Morgan Stanley, as financial advisor to Cubist Pharmaceuticals (NASDAQ: CBST) in connection with its $9.5 billion sale to Merck (NYSE: MRK); and
• Lazard, as advisor to the special committee of CNX Gas (NYSE: CNG) in connection with the $1 billion unsolicited cash tender offer by CONSOL Energy (NYSE: CNX).

PRIVATE COMPANY TRANSACTIONS:

• William Morris Endeavor, in connection with its acquisition of IMG Worldwide;
• Citigroup, in connection with the sale of CitiCapital to GE for approximately $13.4 billion;
• Sony, in connection with its acquisition of Bertelsmann's interest in Sony-BMG Music for approximately $1.2 billion;
• Fifth & Pacific Companies (now Kate Spade & Company), in connection with its dispositions of Juicy Couture and Lucky Brand Jeans; and
• The Weinstein Company, in connection with the formation and $1 billion capital raise by the company founded by Harvey and Bob Weinstein.

JOINT VENTURES:

• Vice Media, in connection with its joint venture with A&E Networks to launch a new 24-hour cable channel;
• Liz Claiborne, in connection with its joint venture with The Gores Group for the Mexx business;
• William Morris Endeavor, in connection with its strategic partnership with, and sale of a minority interest to, Silver Lake; and
• Sony, in connection with the formation of its joint venture with Bertelsmann for Sony-BMG Music.

PRIVATE EQUITY TRANSACTIONS:

• TPG Capital, Oaktree Capital Management and JH Investments, in connection with their acquisition of Taylor Morrison/Monarch Homes for approximately $1.2 billion;
• Kohlberg & Co., in connection with the acquisition by its affiliate of Cascade Helmet Holdings, a leading manufacturer of lacrosse equipment;
• The Lightstone Group, in connection with its leveraged partnership disposition of Prime Outlets for approximately $2.3 billion to Simon Property Group; and
• Harbinger Capital Partners, in connection with its unsolicited acquisitions of Applica Inc. and Salton Inc.

REAL ESTATE TRANSACTIONS:

• HCP (NYSE: HCP) in connection with its $1.73 billion acquisition of 133 senior housing communities from a joint venture between Emeritus Corporation and Blackstone Real Estate Partners VI;
• Farallon Capital Management, in connection with its $1.5 billion sale of its stake in 26 shopping center properties to Simon Property Group; and
• Monday Properties, in connection with its acquisition of an office building portfolio, valued at $1.2 billion, from Beacon Properties.

CAPITAL MARKETS TRANSACTIONS:

• Virgin Group, in connection with the initial public offering of Virgin America, Inc.;
• Taylor Morrison Home Corporation, in connection with its $680 million initial public offering;
• Hudson's Bay Company, in connection with its $365 initial public offering in Canada; and
• SpectraSite, Inc., in connection with its $955 million of secondary public offerings and initial listing on the NYSE.

WORKOUTS AND RESTRUCTURINGS:

• GM Bondholders Committee, in connection with the Chapter 11 § 363 sale of GM for $105 billion and the preceding $27 billion bond exchange offer;
• Penson Worldwide, a securities and clearing firm, in connection with its proposed debt restructuring; and
• GMAC Bondholders Committee, in connection with the $28.5 billion bond exchange offer by GMAC.

Activities

Justin is the former secretary of the New York City Bar Association Committee on Mergers, Acquisitions and Corporate Control Contests. Justin is also a published author and frequent speaker on corporate matters.

Recent speaking engagements include:

• "Defending Against an Activist Campaign", The 4th Annual Active-Passive Investor Summit;
• "Distressed Opportunities in Private Equity," Yale Private Equity Conference;
• "Current Environment for Private Equity Investing," Practicing Law Institute; and
• "Delaware Law Developments 2012:  What All Business Lawyers Need to Know," Practicing Law Institute.

Recent publications include:

• "Revlon: The Next Iteration," The Daily Deal;
• "Differential Treatment of Stockholders in Third Party Transactions: Effects and Implications Under Delaware Law," The M&A Lawyer;
• "M&A Due Diligence and the Perils of Social Media," The Daily Deal; and
• "Quasi-Appraisal: The Unexplored Frontier of Stockholder Litigation?," The M&A Journal.

Justin is active in various nonprofit organizations, including as a member of the Board of Trustees of Randall's Island Park Alliance and as a member of the Board of Directors of the Children's Museum of Manhattan.

Practices

• Corporate
• Corporate Governance
• Communications & Technology
• Media & Entertainment
• Mergers & Acquisitions
• Private Equity Transactions
  

Education

• J.D., Boston College Law School, 2003
  cum laude
• B.A., Dartmouth College, 2000

Bar Admissions

• New York

See Library Tab for articles, publications and presentations by Justin Hamill