Diahndra Burman

Kirkland & Ellis advised Compass, Inc. (NYSE: COMP) in connection with an offering of $1 billion in aggregate principal amount of 0.25% convertible senior notes due 2031 in a Rule 144A transaction. The notes offering was upsized from $750 million to $850 million at pricing, with a $150 million option granted to the initial purchasers to purchase additional notes, which was exercised in full by the initial purchasers between pricing and closing. The net proceeds from the notes offering were used to repay certain indebtedness of Anywhere Real Estate Inc. at closing of the merger of Anywhere Real Estate Inc. with and into a subsidiary of Compass, Inc. The Kirkland team included capital market lawyers Ross Leff, Alborz Tolou, Diahndra Burman, Lune Klappe-Regan, Sarah Roman-Jakob and Matisse Rogers; debt finance lawyers Andrea Weintraub, Raghav Gupta and Clare Azzopardi; and tax lawyers Sehj Vather, Christopher Worek and Alex Stephenson.

Jan 13

1 min

Kirkland & Ellis advised Danaher Corporation (NYSE: DHR), a global science and technology innovator, on a definitive agreement to acquire Masimo Corporation (NASDAQ: MASI), a leading specialty diagnostics provider of pulse oximetry and other patient monitoring solutions, primarily in acute care settings. Under the terms of the agreement, Danaher will acquire all of the outstanding shares of Masimo common stock for $180 per share in cash, or a total enterprise value of approximately $9.9 billion including assumed indebtedness and net of acquired cash. Masimo will be a standalone operating company within Danaher’s Diagnostics segment along with Radiometer, Leica Biosystems, Cepheid and Beckman Coulter Diagnostics. The transaction is anticipated to close in the second half of 2026 and is subject to customary conditions, including receipt of applicable regulatory clearances and Masimo shareholder approval. Read the transaction press release The Kirkland team included corporate lawyers David Klein, Brian Junquera and Daniel Wolf; technology & IP transactions lawyers Adam Petravicius and Joanna Schlingbaum; litigation lawyer Jordan Peterson; intellectual property lawyer Ellison Turner; executive compensation lawyers Scott Price, David Branham and Madison Riddick; debt finance lawyer Rachael Lichman; capital markets lawyers Josh Korff and Diahndra Burman; and tax partners Dean Shulman and Liam Murphy.

Feb 17

1 min

Sidley is representing Mizuho Securities USA, LLC as financial advisor to Vahanna Tech Edge Acquisition I Corp. (Nasdaq: VHNA), a special purpose acquisition company, in its US$683 million business combination with Roadzen, Inc., a privately held automotive insurance technology (or “insurtech”) company based in India. The proceeds of the transaction are expected to accelerate Roadzen’s investment in its sales and growth initiatives and its technology, and allow it to pursue additional strategic M&A opportunities. The transaction is expected to close during the second quarter of 2023. The Sidley team is being led by Mike Heinz (Capital Markets), and included Diahndra Burman (Capital Markets), and Emily Chazen and Gabriella Tang (M&A). Sidley previously represented Mizuho as underwriter’s counsel in the US$200 million Vahanna Tech Edge Acquisition I Corp. initial public offering in November 2021, which was led by Mike Heinz and Manoj Bhargava (Capital Markets).~~Sidley is representing Mizuho Securities USA, LLC as financial advisor to Vahanna Tech Edge Acquisition I Corp. (Nasdaq: VHNA), a special purpose acquisition company, in its US$683 million business combination with Roadzen, Inc., a privately held automotive insurance technology (or “insurtech”) company based in India. The proceeds of the transaction are expected to accelerate Roadzen’s investment in its sales and growth initiatives and its technology, and allow it to pursue additional strategic M&A opportunities. The transaction is expected to close during the second quarter of 2023. The Sidley team is being led by Mike Heinz (Capital Markets), and included Diahndra Burman (Capital Markets), and Emily Chazen and Gabriella Tang (M&A). Sidley previously represented Mizuho as underwriter’s counsel in the US$200 million Vahanna Tech Edge Acquisition I Corp. initial public offering in November 2021, which was led by Mike Heinz and Manoj Bhargava (Capital Markets).

Feb 16

1 min

Sidley advised CMS Energy Corporation (CMS Energy) on its upsized offering of US$800 million aggregate principal amount of its 3.375% Convertible Senior Notes due 2028 (the Convertible Notes) in a private placement under the Securities Act of 1933, as amended, which included an additional US$100 million aggregate principal amount of the Convertible Notes purchased pursuant to the full exercise of the option granted to the initial purchasers to purchase additional Convertible Notes. The sale of the Convertible Notes closed on May 5, 2023. CMS Energy is an energy company operating primarily in Michigan and is the parent holding company of several subsidiaries, including Consumers Energy Company (Consumers), an electric and gas utility, and NorthStar Clean Energy (formerly known as CMS Enterprises Company), primarily a domestic independent power producer and marketer. Sidley also advised CMS Energy in its cash tender offer for up to US$150 million of outstanding debt securities issued by CMS Energy and Consumers. The tender offer was oversubscribed and the settlement date for the Notes that were validly tendered on or prior to the early tender date was May 18, 2023. The deal team included Lindsey Smith, Alexander Csordas, Robert Mandell, Diahndra Burman, Nithya Swaminathan, Emily Chazen, Suresh Advani, and Ryan Schroeder.~~Sidley advised CMS Energy Corporation (CMS Energy) on its upsized offering of US$800 million aggregate principal amount of its 3.375% Convertible Senior Notes due 2028 (the Convertible Notes) in a private placement under the Securities Act of 1933, as amended, which included an additional US$100 million aggregate principal amount of the Convertible Notes purchased pursuant to the full exercise of the option granted to the initial purchasers to purchase additional Convertible Notes. The sale of the Convertible Notes closed on May 5, 2023. CMS Energy is an energy company operating primarily in Michigan and is the parent holding company of several subsidiaries, including Consumers Energy Company (Consumers), an electric and gas utility, and NorthStar Clean Energy (formerly known as CMS Enterprises Company), primarily a domestic independent power producer and marketer. Sidley also advised CMS Energy in its cash tender offer for up to US$150 million of outstanding debt securities issued by CMS Energy and Consumers. The tender offer was oversubscribed and the settlement date for the Notes that were validly tendered on or prior to the early tender date was May 18, 2023. The deal team included Lindsey Smith, Alexander Csordas, Robert Mandell, Diahndra Burman, Nithya Swaminathan, Emily Chazen, Suresh Advani, and Ryan Schroeder.

May 25

2 min

Sidley represented Flex Ltd. (Nasdaq: FLEX), an American multinational manufacturing company domiciled in Singapore, and its Fremont, California-based solar technology subsidiary, Nextracker Inc. (Nasdaq: NXT), in its upsized US$638 million initial public offering, selling 3.34 million more shares than expected at US$24 each, which was slightly above the proposed US$21 – US$23 range. The underwriters exercised in full their option to purchase up to an additional 3.99 million shares of common stock at the IPO price, less underwriting discounts and commissions, bringing the total offering size to $734,160,000 and making it the largest IPO of the year. The IPO closed on February 13, 2023. The Sidley deal team was led by Sharon Flanagan (M&A) and Sam Gandhi (Capital Markets) and included Lindsey Smith, Helen Theung, Adam Gross, Hana Lee, Diahndra Burman, Jessica Li, Gabriella Tang, and Sara Zokaei (Capital Markets); Dan Belke and Alex Enion (M&A); Kyle Barnett (Technology and Life Sciences Transactions); Suresh Advani, John Schaff, Tyler Replogle, Joshua Sandler, and Ryan Schroeder (Tax); Katie Klaben (Securities Enforcement and Regulatory); Colleen Lauerman, Andrew Shoyer, and Justin Becker (Global Arbitration, Trade and Advocacy); Maureen Crough (Environmental); Colleen Theresa Brown and Lauren Kitces (Privacy and Cybersecurity); and Eric Winwood and Marian Fielding (Employee Benefits and Executive Compensation). Sidley also represented Flex Ltd. in its sale of US$500 million of convertible preferred equity in Nextracker to TPG Rise Climate in February 2022.~~Sidley represented Flex Ltd. (Nasdaq: FLEX), an American multinational manufacturing company domiciled in Singapore, and its Fremont, California-based solar technology subsidiary, Nextracker Inc. (Nasdaq: NXT), in its upsized US$638 million initial public offering, selling 3.34 million more shares than expected at US$24 each, which was slightly above the proposed US$21 – US$23 range. The underwriters exercised in full their option to purchase up to an additional 3.99 million shares of common stock at the IPO price, less underwriting discounts and commissions, bringing the total offering size to $734,160,000 and making it the largest IPO of the year. The IPO closed on February 13, 2023. The Sidley deal team was led by Sharon Flanagan (M&A) and Sam Gandhi (Capital Markets) and included Lindsey Smith, Helen Theung, Adam Gross, Hana Lee, Diahndra Burman, Jessica Li, Gabriella Tang, and Sara Zokaei (Capital Markets); Dan Belke and Alex Enion (M&A); Kyle Barnett (Technology and Life Sciences Transactions); Suresh Advani, John Schaff, Tyler Replogle, Joshua Sandler, and Ryan Schroeder (Tax); Katie Klaben (Securities Enforcement and Regulatory); Colleen Lauerman, Andrew Shoyer, and Justin Becker (Global Arbitration, Trade and Advocacy); Maureen Crough (Environmental); Colleen Theresa Brown and Lauren Kitces (Privacy and Cybersecurity); and Eric Winwood and Marian Fielding (Employee Benefits and Executive Compensation). Sidley also represented Flex Ltd. in its sale of US$500 million of convertible preferred equity in Nextracker to TPG Rise Climate in February 2022.

Feb 13

2 min