
Adam Cromie
- コーポレートガバナンス
- M&A
- プライベート エクイティ
- 株主アクティビズムと企業防衛
バイオグラフィー
ADAM CROMIE advises public and private companies, boards of directors and special committees, founders, and private equity sponsors on mergers and acquisitions, take-private transactions, divestitures and carve-outs, joint ventures, and majority and minority investments, as well as the contested situations that surround them: unsolicited proposals, shareholder activism, and reviews of strategic alternatives. Adam’s clients operate in health care and life sciences, technology, industrials, aerospace and defense, financial services, energy and infrastructure, real estate, and sports and entertainment.
Before practicing law, Adam spent a decade as a front-office executive with Major League Baseball’s Washington Nationals. At the Nationals, Adam rose from intern to assistant general manager and vice president of baseball operations. He ran the baseball department day to day, from player valuation and contract negotiation to analytics, long-term financial planning, and the major league roster. Having been the executive accountable for high-stakes decisions, Adam understands the positions in which his clients find themselves and how to achieve the results they need by weighing imperfect information and competing priorities and then providing practical counsel and sound judgment that addresses the business decision in tandem with the legal question.
経験
Representative Matters
- Wabtec Corporation (NYSE: WAB) in a Reverse Morris Trust merger with GE Transportation, valued at US$11.1 billion.
- Evoqua (NYSE: AQUA) in its US$7.5 billion stock-for-stock merger with Xylem.
- The Brink’s Company (NYSE: BCO) in its US$6.6 billion cash and stock acquisition of NCR Atleos Corporation (NYSE: NATL).
- Special committee of independent trustees of Slate Grocery REIT (TSX: SGR.UN), an owner and operator of U.S. grocery-anchored real estate, in its US$2.3 billion all-cash acquisition by Brixmor and Everview Partners.
- MarineMax, Inc. (NYSE: HZO) in an unsolicited takeover bid by Donerail Group LP and subsequent US$1.5 billion all-cash, take-private acquisition by Blackstone Infrastructure portfolio company Safe Harbor Marinas.
- Archimed Group in its US$1.1 billion take-private acquisition of Esperion Therapeutics (Nasdaq: ESPR), a commercial-stage biopharmaceutical company dedicated to developing and delivering innovative cardiometabolic and rare/orphan disease therapies.
- Calgon Carbon Corporation (NYSE: CCC) in its US$1.1 billion merger with Kuraray Co., Ltd.
- Altabancorp (Nasdaq: ALTA) in its US$933.5 million merger with Glacier Bancorp (Nasdaq: GBCI).
- Roper Technologies (Nasdaq: ROP) in its sale of a majority stake in its industrial businesses to Clayton, Dubilier & Rice for US$2.6 billion.
- Roper Technologies (Nasdaq: ROP) in the acquisition by its subsidiary, Aderant, of the legal technology assets belonging to HerculesAI, an AI-driven billing compliance and decision intelligence company.
- U.S. Steel (NYSE: X) in its execution of an option agreement for Stelco Inc. to acquire a 25% interest in a to-be-formed joint venture that would own U.S. Steel’s iron ore mine located in Mt. Iron, Minnesota, valuing the mine at US$2.4 billion.
- DataBank in connection with the acquisition and financing of zColo for US$1.4 billion.
- Special committee of independent trustees of H&R Real Estate Investment Trust (TSX: HR.UN) as independent U.S. counsel in connection with a review and consideration of strategic alternatives after receiving an unsolicited expression of interest.
- Lineage (Nasdaq: LINE), the world’s largest global temperature-controlled warehouse REIT, in its US$247.0 million acquisition of multiple, existing cold storage warehouses and related assets from Tyson Foods, Inc.
- FirstEnergy (NYSE: FE) in its US$2.4 billion sale to Brookfield of a 19.9% equity stake in its subsidiary FirstEnergy Transmission, the holding company for FirstEnergy’s three regulated electric transmission businesses.
- FirstEnergy (NYSE: FE) in the sale of its minority interest in Signal Peak Energy, the operator of the largest underground coal mine in the United States.
- American Industrial Partners in its US$1.27 billion all-cash take-private acquisition of Avanos Medical, Inc. (NYSE: AVNS), a medical device company.
- Vertex Aerospace, a portfolio company of American Industrial Partners, in its stock-for-stock merger with Vectrus, creating V2X (NYSE: V2X).
- American Industrial Partners in the acquisition by Vertex Aerospace of Raytheon Technologies’ Defense Training and Mission Critical Solutions Business lines.
- U.S. Steel (NYSE: X) in its sale of its short line railroad division, Transtar, to Fortress Transportation and Infrastructure Investors for US$640 million.
- Black Box Corporation (Nasdaq: BBOX) in its acquisition via tender offer by AGC Networks Ltd, a majority-owned subsidiary of Essar Global Fund.
- Corpay (NYSE: CPAY) in its acquisition of GPS Capital Markets.
- Investor in connection with its investment in the San Diego Padres as part of the record US$3.9 billion sale of the Major League Baseball franchise to an investor group led by José E. Feliciano and Kwanza Jones.
- Richard Walton, the co-founder and largest shareholder of Noble Environmental, in connection with the acquisition by funds managed by Apollo of a majority interest in Noble Environmental.
- BioMarin (Nasdaq: BMRN) in its entry into a cooperation agreement and information sharing agreement with Elliott Management.
- Matthews International Corporation (Nasdaq: MATW) in its entry into a settlement and consulting agreement with Barington Capital Group.
Some of the above matters were handled prior to joining Sidley.
資格
- District of Columbia
- ニューヨーク州
- Pennsylvania
- ジョージタウン大学法科大学院 , 法務博士, 2016
- University of Massachusetts-Amherst, 理学修士 , 2007
- Allegheny College, B.A., 2005