Nicole F. Foster

Profil Nicole F. Foster

Nicole focuses her practice on executive compensation and employee benefit matters, principally in connection with mergers and acquisitions, securities offerings and other business transactions.

Her work includes negotiating, reviewing and drafting transactional documents and identifying issues arising under, and assisting in complying with, the Internal Revenue Code, ERISA, federal securities laws and applicable exchange regulations in connection with corporate transactions. Nicole regularly counsels public and private companies on the design, implementation and disclosure of compensation programs, the negotiation of executive employment and separation agreements and the tax, securities law and ERISA implications of employee compensation. She prepares executive compensation disclosure for proxy statements and other securities filings.

Mandate

• Cencora (f/k/a AmerisourceBergen) on its $4bn+ pending acquisition of Retina Consultants of America.
• AstraZeneca on its $1.2 billion acquisition of Gracell Biotechnologies Inc.
• Blackstone portfolio company, Schenck Process Group, on the sale of its food and performance materials business to Hillenbrand, Inc.
• Underwriters on $1.2 billion Notes Offering by Republic Services. 
• Pearson plc on the sale of its international Online Program Management business, Pearson Online Learning Services, to an affiliate of Regent LP.
• Holcim on its $1.293bn acquisition of Duro-Last.
• Coupa on its $8bn sale to Thoma Bravo.
• BP on its $4.1bn acquisition of Archaea Energy. 
• Exyte on its acquisition of Airgard, Inc.
• TriNet on its acquisition of Clarus R+D Solutions.
• Google on its $5.4bn acquisition of publicly-traded Mandiant Inc., as well as related transactions with Blackstone and other private equity sponsor holders of convertible preferred stock of Mandiant.
• Lindsay Goldberg and American Securities, through their joint venture Amentum Holdings, on their $1.9bn acquisition of PAE.
• Pinnacle Foods on its $10.9bn sale to Conagra Brands.
• DTE Energy on the spin-off of its Midstream business.
• RELX plc and affiliates, including Elsevier and LexisNexis, in its acquisition of various privately held companies.
• Novartis on its $2.1bn acquisition of Endocyte.
• Cincinnati Bell on its $2.9bn sale to Macquarie Infrastructure, its combination with Hawaiian Telcom and its acquisition of OnX Enterprise Solutions.
• GKN on the £8.1bn unsolicited offer from Melrose and the proposed $6.1bn combination of its Driveline business and Dana.
• Unilever on its acquisition of Sundial Brands.
• The Walt Disney Company on its $85bn acquisition of Twenty-First Century Fox, rebuffing an interloper bid by Comcast to its original $66bn agreement, and several divestitures of legacy Fox businesses.
• Sobi on its $915m acquisition of Dova Pharmaceuticals.
• Spectranetics on its €1.9bn sale to Koninklijke Philips.
• British American Tobacco on its $97bn merger with Reynolds American.
• Naspers on the merger of ibibo Group, its travel business in India, with MakeMyTrip.
• Banco Santander on its acquisition of Citigroup’s Argentina on-shore consumer credit card and consumer brokerage and retail banking businesses.
• FactSet Research Systems on its $1.9bn acquisition of S&P Global’s CUSIP Global Services business and the sale of its Market Metrics business to Asset International.
• World Fuel Services on the $350m sale of its Multi Service Payment Solutions business to Corsair Capital.
• Frontier Communications on the sale of its telecommunication business to Wave Division Capital.
• DreamWorks Animation on its $4.1bn sale to Comcast.
• Alliant Techsystems on the spin-off of its Sporting Group business and the merger of its Aerospace and Defense Groups with Orbital Sciences Corporation.
• The Williams Companies on its $37.7bn proposed business combination with Energy Transfer Equity.
• Montpelier Re Holdings on its $1.83bn sale to Endurance Specialty Holdings.
• AmerisourceBergen on its $2.5bn acquisition of MWI Veterinary Supply.
• Kraft Foods on the $3.7bn sale of its pizza business to Nestle USA.
• DreamWorks SKG on its $1.6bn sale to Paramount Pictures.
• IBM on various acquisitions of privately held companies.
• Initial public offerings of Robinhood Markets, Evolent, CyrusOne, DreamWorks Animation, Lazard and Vonage.