Michael E. Mariani

Mariani’s notable M&A transactions and shareholder activism defense matters include representing:

• Kenvue in its pending $48.7 billion acquisition by Kimberly‑Clark and its cooperation agreement with Starboard;
• Jefferies in the significant expansion of its Global Strategic Alliance with SMBC Group, which includes a joint venture combining their Japanese equities and ECM businesses, and an increase in SMBC’s equity ownership in Jefferies to up to 20%;
• Light & Wonder in its $850 million acquisition of Grover Charitable Gaming;
• Outbrain in its $900 million acquisition of Teads;
• Scotiabank in its $2.8 billion acquisition of an equity interest in KeyCorp;
• Lindsay Goldberg and American Securities in Amentum’s Reverse Morris Trust merger with Jacobs’ Critical Mission Solutions and Cyber and Intelligence businesses, creating a combined organization with $13 billion in revenue;
• Convey Health Solutions in its $1.1 billion take-private acquisition by TPG Capital;
• CyrusOne in its $15 billion acquisition by KKR and Global Infrastructure Partners;
• Johnson & Johnson in multiple transactions, including the separation of Kenvue—the largest split‑off transaction ever—and its $30 billion acquisition of Actelion;
• IBM and Maersk in Hapag‑Lloyd and ONE’s integration onto TradeLens, a blockchain-enabled shipping solution;
• Crown Castle in its $7.1 billion acquisition of Lightower, its $600 million acquisition of Wilcon Holdings and the $1.6 billion sale of its Australian operations to Macquarie;
• Xerox in its spin‑off of Conduent and in its two settlement agreements with Carl Icahn;
• Weyerhaeuser in its $23 billion merger with Plum Creek Timber;
• Unilever in its acquisition of Murad;
• Cigna in its proposed $54.2 billion merger with Anthem;
• Time Warner in its spin-offs of AOL and Time Inc.;
• Flagstone Reinsurance Holdings in its $623 million sale to Validus Holdings;
• Delphi’s special committee in the $2.7 billion acquisition by Tokio Marine;
• Nalco in its $8 billion merger with Ecolab;
• Hertz in its $2.3 billion unsolicited offer to acquire Dollar Thrifty; and
• Biovail Pharmaceuticals in its $6.5 billion merger of equals with Valeant Pharmaceuticals.

Mariani has significant experience advising companies in separations. Notable matters include representing:

• Johnson & Johnson in the separation of Kenvue, the largest split‑off transaction ever;
• Xerox in its spin‑off of Conduent; and
• Time Warner in its spin‑offs of AOL and Time Inc.

Mariani’s notable financing transactions include:

• Kenvue’s $4.37 billion IPO, the largest IPO to result from a corporate carve‑out by a U.S. company in more than two decades;
• Representing the underwriters in the largest bank bond offering in history at the time (JPMorgan Chase’s $13 billion registered floating rate notes and fixed‑to‑floating rate notes offering) and in over 60 offerings for JPMorgan Chase, collectively raising over $175 billion since 2018 alone;
• IPOs and other equity offerings for companies such as Albemarle, BioAtla, Blue Capital Reinsurance, Convey Health Solutions, CyrusOne, DHT Holdings, Diplomat Pharmacy and Kenvue;
• High-yield debt offerings for companies such as Acushnet, Boyne, Chemours, goeasy, J.B. Poindexter, LYCRA, Murphy Oil Corporation, Murphy Oil USA, NCR Atleos, NCR Voyix, Neiman Marcus, TerraForm Global, TerraForm Power, Time Inc., United Rentals, World Acceptance and WW (Weight Watchers); and
• Investment grade debt offerings for Albemarle, Allegion, Concentrix, CyrusOne, Fortive, IBM, JPMorgan Chase, Kenvue, Kyndryl, Mars, The Mosaic Company, Ovintiv, Polaris, Skyworks, Time Warner, Toll Brothers and Zimmer Biomet.