Brian J. Fahrney

Representative matters of Brian’s include:

In the Financial Services and Insurance Sectors: 

• Arthur J. Gallagher (NYSE: “AJG”) in its US$3.57 billion acquisition of certain Willis Towers Watson reinsurance, specialty, and retail brokerage operations (terminated), and subsequent acquisition of Willis Re for US$3.25 billion;
• GE Capital in its sale of its Antares Capital sponsor finance lending platform to CPPIB, a transaction valued at US$12 billion; 
• Western & Southern Financial in its acquisition of Gerber Life Insurance Company from Nestle SA for US$1.55 billion;
• Riot Blockchain, Inc. (NASDAQ: “RIOT”), a bitcoin mining company, in its US$651 million acquisition of Whinstone US;
• Ohio National Mutual Holdings, Inc. and its subsidiary, Ohio National Financial Services, Inc. in a sponsored demutualization transaction with Constellation Insurance Holdings, Inc;
• Mastercard (NYSE: “MA”) in its US$825 million acquisition of Finicity, a provider of real-time access to financial data and insights;
• Synchrony Financial (NYSE: “SYF”) in its split-off from GE Capital, a transaction that created a US$19 billion stand-alone public company;
• Kemper Corporation in its acquisition of Infinity Property and Casualty Company (NASDAQ: “IPCC”), a transaction valued at US$1.6 billion;
• United Insurance Holdings, Inc. (NASDAQ: “UIHC”) in a strategic merger with American Coastal Insurance Company, a combination that created a US$1 billion premium company and one of the leading CAT writers in the U.S.; and
• Various capital markets transactions for Western & Southern Life, Northwestern Mutual, United Fire, Aflac, United Insurance Holdings, Inc., Ohio National, Principal Financial, and CNA Financial. 

In the Industrial, Mining, and Business Services Sectors:

• Allkem Limited in its merger of equals with Livent Corporation, a transaction valued at US$10.6 billion (pending);
• Cubic Corporation (NYSE: “CUB”) in its US$3.0 billion sale transaction to Veritas Capital and an affiliate of Elliott Investment Management, Evergreen Coast Capital Corporation;
• GE in its sale of GE Appliances to Haier, a transaction valued at US$5.4 billion;
• Aon PLC in the US$4.8 billion sale of its benefits administration platform to Blackstone Group;
• Jervois Mining Ltd. in its acquisition of Freeport Cobalt and affiliated cobalt mining operations from KCHL;
• BorgWarner Inc. in its acquisition of Remy International, Inc. (NASDAQ: “REMY”), a transaction valued at US$1.2 billion; and
• GE in its acquisition of Dresser, Inc. from private equity sponsors led by Riverstone Partners for US$3.1 billion.

In the Real Estate and Gaming Sectors:

• CNL Hotels & Resorts, Inc., then the country’s second largest hotel and resort REIT, in its sale to Morgan Stanley Real Estate Fund V and Ashford Hospitality Trust, Inc. (NYSE: “AHT”), a transaction valued at US$6.6 billion;
• Churchill Downs, Inc. (NASDAQ: “CHDN”) in numerous acquisitions of gaming properties, including Oxford Casino, Harlow’s Casino Resort & Hotel, Riverwalk Casino, Presque Isle Casino, Rivers Casino, and Youbet.com (NASDAQ: “UBET”); 
• Churchill Downs in the acquisition from Peninsula Pacific Entertainment of assets including Colonial Downs Racetrack, Rosie’s Gaming Emporium, the Del Lago Resort & Casino, and the Hard Rock Hotel and Casino of Sioux City, Iowa, a transaction valued at US$2.5 billion;
• Jones Lang LaSalle Incorporated (NYSE: “JLL”) in its US$2 billion merger with HFF, Inc. (NYSE: “HF”); and
• Churchill Downs, Inc. in the sale of its mobile gaming subsidiary, Big Fish Games, Inc., to Aristocrat Leisure Limited (ASX: “ALL”) in a transaction valued at US$990 million.

In the Consumer, Retail, and Agriculture Sectors:

• A special committee of the board of directors of Coty, Inc. (NYSE: “COTY”) in reviewing a US$1.75 billion tender offer by an affiliate of JAB Partners;
• Cabela’s Inc. (NYSE: “CAB”) in its sale to Bass Pro Shops for an aggregate value of US$5.5 billion;
• Coty Inc. in a US$750 million majority equity investment in Younique LLC, a direct marketing cosmetics company;
• Viterra BV in its acquisition of the Gavilon grains and ingredients business from Marubeni Corp., a transaction valued at US$1.1 billion; 
• Bank of America/Merrill Lynch as lead arranger of transaction financing for ConAgra Foods in connection with its acquisition of Ralcorp, which included US$4.0 billion of debt and US$275 million of equity, as well as related debt tender and exchange offers; and 
• Glencore in its sale of Dakota Growers Pasta Company to Post Holdings, Inc. (NYSE: “POST”) in a transaction valued at US$370 million.

Brian also has an active practice representing board of director special committees in conflict matters, including take private proposals from controlling shareholders, which have included representations of committees of the boards of directors of Blue Bird Corporation (NASDAQ: “BLBD”), Coty Inc. (NYSE: “COTY”), FBL Financial Group, Inc. (NYSE: “FFG”), Core & Main (NYSE: “CNM”), and Nationwide Financial Services, Inc. (NYSE: “NFS”), among others.