PRAN JHA is a partner in the Corporate practice group in Sidley’s Chicago office. Pran has more than 25 years of experience representing clients in a variety of transactional matters, including public and private M&A transactions, capital markets transactions, spinoffs, joint ventures and corporate governance matters.
Pran has been consistently recognized for his work advising life sciences and nutrition companies in a variety of transactional matters. He was named a leading lawyer in the area of Healthcare: Life Sciences by The Legal 500, which noted that Pran “is incredibly responsive and gives intelligent and business savvy advice.” Pran was named a “Life Sciences Star” by LMG Life Sciences (2012–2023) and has been recognized by Who’s Who Legal (2011–2014) as a leading life sciences transactional lawyer. He represented GlaxoSmithKline plc in connection with its collaboration with Avalon Ventures, a transaction that was recognized as the “Financing of the Year” by the publication In Vivo.
Pran’s representative life sciences and nutrition product transactions include:
- Smith & Nephew plc’s purchase of Blue Belt Holdings, Inc.;
- Smith & Nephew plc’s purchase of assets of Healthpoint Ltd.;
- Smith & Nephew plc’s offer for Centerpulse Ltd. (terminated);
- Smith & Nephew plc’s sale of its ENT business to Gyrus plc;
- Smith & Nephew plc’s sale of its Donjoy business to Chase Capital Partners;
- Smith & Nephew plc’s purchase of Oratec Interventions, Inc.;
- GlaxoSmithKline plc’s sale of tapinarof assets to Dermavant Sciences, Inc.;
- GlaxoSmithKline plc’s collaboration with the University of North Carolina relating to HIV cure;
- GlaxoSmithKline plc’s collaboration with Avalon Ventures;
- GlaxoSmithKline plc’s sale of HCV assets to Janssen Pharmaceuticals, Inc.;
- GlaxoSmithKline plc’s sale of certain consumer health brands to Prestige Brands, Inc.;
- Cephalon, Inc.’s option to acquire and subsequent acquisition of Ception Therapeutics, Inc.;
- Cephalon, Inc.’s investment in Acusphere, Inc.;
- Cephalon, Inc.’s acquisition of Mepha AG;
- Cephalon, Inc.’s collaboration with Mesoblast, Ltd. - named “2011 Deal of Distinction” by the Licensing Executive Society;
- Viterra Inc.’s acquisition of Dakota Growers, Inc.;
- Viterra Inc.’s acquisition of 21C Holdings, L.P.; and
- Sale of assets of Gusto Packing Co., Inc. to Butterball, LLC.
Pran also has significant experience in public and private M&A transactions (including cross-border transactions), spinoffs and joint ventures involving a variety of industries, including manufacturing, consumer products and financial services. He was named a leading lawyer in Mergers and Acquisitions Law by The Best Lawyers in America 2015–2019. Representative transactions include:
- $7.6 billion acquisition of Avolon Holdings Limited by Bohai Leasing Co., Ltd.;
- Beijing Shareco Technologies Co., Ltd.’s investment in Global Eagle Entertainment Inc. (terminated);
- Purchase of a majority interest in Cronos Limited by Bohai Leasing Co., Ltd.;
- Sale of GE SeaCo Ltd. to HNA Group;
- Sponsored spinoff of Metavante Corporation by Marshall & Ilsley Corporation;
- Consumer water purification joint venture between General Electric Company and Pentair, Inc.;
- NTT Communications Corporation’s acquisition of Verio Inc.;
- Purchase of Career Builder Inc. by Tribune Company and Knight Ridder, Inc. and the subsequent sales of interests in Career Builder to Gannett Co., Inc. and Microsoft Corporation;
- Tellabs, Inc.’s acquisition of Coherent Communications, Inc.;
- Sale of The Chicago Dock and Canal Trust to Cityfront Center LLC;
- Sale of Helene Curtis Industries, Inc. to Unilever plc; and
- Sale of Emphesys Financial Group, Inc. to Humana Inc.
Pran also routinely represents issuers and underwriters in a variety of capital markets transactions. Representative transactions include:
- Representation of the underwriters in connection with multiple offerings (exceeding $4.3 billion in aggregate amount) of Baxalta Incorporated’s shares of common stock previously held by Baxter International, Inc., and related debt for equity and equity for equity exchanges;
- Representation of the initial purchasers in connection with the private placement of $5 billion of Senior Notes of Baxalta Incorporated;
- Representation of underwriters in connection with numerous offerings of debt securities (exceeding $12 billion in aggregate principal amount) by Baxter International Inc.;
- Citrix Inc.’s offering of $750 million of 4.500% Senior Notes;
- Wintrust Financial Corporation’s offering of $300 million of 4.850% Subordinated Notes;
- Wintrust Financial Corporation’s offering of 5,000,000 shares of Non-Cumulative Perpetual Preferred Stock;
- Wintrust Financial Corporation’s offering $140 million of 5.0% Subordinated Notes;
- Wintrust Financial Corporation’s offering of Convertible Preferred Stock;
- Cephalon, Inc.’s offering of $920 million of 2.0% Convertible Senior Subordinated Notes;
- Cephalon, Inc.’s offering of $435 million of 2.5% Convertible Senior Subordinated Notes;
- Cephalon, Inc.’s offering of Common Stock;
- Davita Inc.’s offering of $500 million of Senior Notes and $850 million of Junior Subordinated Notes;
- Representation of the underwriters in connection with Marlin Business Services Corporation’s offering of Common Stock; and
- Representation of the underwriters in connection with American Classic Voyages Co.’s offering of Common Stock and 7% Trust Convertible Preferred Securities.