Ryan Paulish

Kirkland & Ellis advised OCA Acquisition Corp. (Nasdaq: OCAX), a special purpose acquisition company, in connection with its proposed business combination with Powermers Smart Industries, Inc. (PSI), a global green-powered solutions company. Upon closing of the business combination, shares of PSI’s common stock are expected to be listed on Nasdaq under the proposed new ticker symbol “PSII.” The business combination, which provides for an expected pro forma equity value of approximately $2 billion for the combined company, is expected to close in 2024, subject to customary closing conditions. Read OCA and PSI’s joint press release The Kirkland team was led by capital markets partners Christian Nagler and Anthony Zangrillo and associates Jacqueline Cloutier and Ryan Paulish; corporate partners Jason Krause, Marshall Shaffer and James Long and associates Andrew Daniels and Reagan Kapp; and tax partners Liam Murphy and Mark Schwed and associate Christian Ekins.

Dec 27

1 min

Kirkland & Ellis is representing Eli Lilly and Company (NYSE: LLY), which today announced a definitive agreement to acquire Morphic Holding, Inc. (NASDAQ: MORF), a biotechnology company that is developing oral integrin therapies for treatment of serious chronic diseases. Lilly plans to commence a tender offer to acquire all outstanding shares of Morphic for a purchase price of $57 per share in cash (an aggregate of approximately $3.2 billion) payable at closing. The transaction is not subject to any financing condition and has been approved by the boards of directors of both companies. The deal is expected to close in the third quarter of 2024, subject to customary closing conditions. Following the successful closing of the tender offer, Lilly will acquire any shares of Morphic that are not tendered in the tender offer through a second-step merger at the same consideration as paid in the tender offer. Read Lilly’s press release The Kirkland team is being led by corporate partners Keri Schick Norton, Sarkis Jebejian and Steven Choi and associates Inhae Song, Molly Kaleya, Victor Simonte and Prince Oroke; capital markets partners Sophia Hudson and Sharon Freiman, and associates Lia-Michelle Keane, Soo Kyung Chae and Ryan Paulish; antitrust & competition partners Andrea Murino and Samantha Morelli; technology & IP transactions partner Shellie Freedman and associates Ben Kovach and Andy White; executive compensation partner Rob Fowler and associates Annemarie Mierzejewski and Diana Soriano; and healthcare partner Kate Hardey.

Jul 8

1 min

Kirkland represented WeWork Inc. (NYSE: WE), a global flexible space provider, on a comprehensive restructuring of its capital structure through a series of transactions with an ad hoc group of noteholders representing more than 60% of the company’s public notes, a third-party investor and affiliates of SoftBank Group Corp., which will be implemented through certain exchanges of WeWork’s existing unsecured notes for new debt and equity securities and the issuance of new secured notes for cash. Collectively, the transactions will reduce WeWork’s net debt by approximately $1.5 billion at closing, extend a significant maturity wall from 2025 to 2027, and result in new funding and new and rolled capital commitments of more than $1 billion once completed. The multidisciplinary effort was led by capital markets partners Sharon Freiman, Sophia Hudson, Jennifer Lee, Tim Cruickshank and Zoey Hitzert; corporate partners Sarkis Jebejian, Keri Schick Norton and Tobias Schad; restructuring partners Josh Sussberg, Chad Husnick and Joshua Altman; debt finance partner Rachael Lichman; tax partners Sara Zablotney and Adam Kool; capital markets associates Alborz Tolou, Asher Qazi, Michael Perez, Kyle Unice, Pratik Das, Devansi Reshamwala, Ryan Paulish, Abdullah Khan, Sharon Foster and Jacob Levy; corporate associates Jimin He, Frank Liu, Stephen Hong, Natalia Halista and Jonathan Carter; restructuring associates Peter Candel and Alan McCormick; debt finance associates Purun Cheong, Jacob Ruby and Jina Chung; and tax associates Alee Jamel and Kris Kania.

Mar 17

1 min

Kirkland & Ells advised Ziff Davis, Inc. (Nasdaq: ZD) on a definitive agreement to sell its Connectivity division to Accenture (NYSE: ACN) for $1.2 billion in cash. Ziff Davis’ Connectivity brands are globally recognized in fixed broadband, mobile and Wi-Fi network design, intelligence, insights, testing and incident detection. These brands, including Ookla, Speedtest, Ekahau, Downdetector and RootMetrics, empower organizations to optimize networks, elevate digital experiences and ensure faster, more reliable connectivity. The transaction is currently expected to close in the coming months, subject to the satisfaction of certain closing conditions and receipt of required regulatory approvals. Read the transaction press release The Kirkland team included corporate lawyers David Klein, Andrew Norwich and Daniel Wolf; tax lawyer Sara Zablotney; executive compensation lawyer Rob Fowler; capital markets lawyers Sophia Hudson and Zoey Hitzert; antitrust & competition lawyer Daniel Zach; and technology & IP transactions lawyer Daisy Darvall.

Mar 3

1 min

Westchester Surplus Lines Insurance Co. and multiple Florida homeowners associations have ended their dispute in Florida federal court over the associations' more than $230 million insurance claim for Pensacola Beach condominiums damaged by Hurricane Sally. According to their joint dismissal stipulation filed Monday, Westchester Surplus and the homeowners associations have agreed to permanently dismiss their claims against each other. The insurer and the homeowners associations initially told the court in February that they decided to settle their dispute and planned to file a joint dismissal stipulation. Westchester Surplus and 15 other insurers began their suit against the homeowners associations in January 2023. According to their amended suit, an appraiser picked by the defendants filed "an egregiously overinflated" hurricane damages claim for more than $230 million. The insurers alleged that the defendants asked for an appraisal after Hurricane Sally hit and filed a more than $6.4 million sworn proof of loss claim. But, according to the insurers, this claim eventually "ballooned to an amount wholly detached from any actual damage resulting from the hurricane." "In particular, the defendants' selected appraiser submitted estimates to the appraisal panel that include charges that are wholly improper, overstated, unrelated, duplicative, and attempt to turn the defendants' legitimate loss into a once-in-a-lifetime windfall at plaintiffs' expense," the insurers alleged. "Defendants' appraiser increased the value of the claim from the unsolicited sworn proof of loss by over $225 million when he submitted an outrageous $233,030,601.80 claim to the appraisal panel, which raises significant questions concerning the appraiser's interest and honesty, as well as the fraudulent nature of the claim and its supporting documentation," they further alleged. In September 2023, the defendants filed counterclaims against the insurers, alleging that the insurers breached their insurance policies by wrongfully refusing to pay for the appraised hurricane damage. However, in September 2025, the presiding court nixed the defendants' $187 million appraisal award, ruling that the defendants' appraiser failed to properly state how much the condominiums were damaged by Hurricane Sally. Counsel for Westchester Surplus and the defendants didn't respond to requests for comment Tuesday. Westchester Surplus Lines Insurance Co. and multiple other insurers are represented by Alexandra J. Schultz, Juan P. Garrido and John D. Dickenson of Cozen O'Connor. The Portofino defendants are represented by Edward P. Fleming, Matthew A. Bush and Aaron T. McCurdy of McDonald Fleming LLP, Kurtis J. Keefer of Goede DeBoest & Cross PLLC and Charles F. Beall Jr. of Moore Hill & Westmoreland PA. The case is Westchester Surplus Lines Insurance Co. et al. v. Portofino Masters Homeowners Association Inc. et al., case number 3:23-cv-00453, in the U.S. District Court for the Northern District of Florida.

Mar 3

2 min