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Andrew R. Thompson

Partner, Corporate

Andrew R. Thompson is a partner in Cravath’s Corporate Department. Mr. Thompson’s practice focuses primarily on public and private company mergers and acquisitions, joint ventures, general corporate matters and activist defense. His clients have included AGL Resources, Archer‑Daniels‑Midland Company, Barnes & Noble, Cathay Pacific, Dassault Systèmes, Hong Kong Aircraft Engineering Company, Integrys Energy Group, Lindsay Goldberg and its portfolio companies, Minerals Technologies, RELX Group (formerly Reed Elsevier), Rock‑Tenn Company and Swire Group.

Mr. Thompson has broad mergers and acquisitions experience spanning numerous industries. Notable transactions include representing:

Energy and Utilities

  • AGL Resources in its $12 billion sale to The Southern Company
  • Integrys Energy Group in its $9.1 billion sale to Wisconsin Energy Corporation
  • Continental Energy Systems and Lindsay Goldberg in multiple utilities transactions, including the $950 million sale of New Mexico Gas Company to TECO Energy, the $1.1 billion sale of SEMCO Energy to AltaGas and the sale of Cap Rock Energy to Hunt Transmission Services
  • Lindsay Goldberg in its acquisition of the asphalt refining and marketing business of NuStar Energy, which business was subsequently renamed Axeon Specialty Products
  • Lindsay Goldberg and York Capital Management, as stockholders, in the $2.1 billion sale of PetroLogistics to Flint Hills Resources, a subsidiary of Koch Industries
  • Royal Dutch Petroleum Company and The “Shell” Transport and Trading Company in their unification transactions

Defense and Aerospace

  • Hong Kong Aircraft Engineering Company, a member of the Swire Group, in its approximately $390 million acquisition of TIMCO Aviation Services
  • Lindsay Goldberg in its acquisition of Pacific Architects and Engineers (PAE) from Lockheed Martin, PAE in its follow‑on acquisitions of Defense Support Services, the Applied Technology Division of CSC and the global security and solutions business of USIS and Lindsay Goldberg in its sale of PAE to Platinum Equity

Food and Agriculture

  • Archer‑Daniels‑Midland Company in various matters, including its proposed recommended $3.5 billion bid for GrainCorp, which followed a 19.8% stake build and unsolicited acquisition proposals
  • The Cutrale Group and the Safra Group in their $1.3 billion acquisition of Chiquita, which followed a successful proxy solicitation by Cutrale‑Safra against the Chiquita‑Fyffes business combination transaction entered into in March 2014
  • Fresh Start Bakeries and Lindsay Goldberg in Fresh Start Bakeries’ $900 million sale to ARYZTA

Consumer and Retail

  • Barnes & Noble in multiple matters, including its spin‑off of Barnes & Noble Education; strategic investments and related commercial agreements by Microsoft and Pearson in Barnes & Noble’s digital and college businesses; its proxy contest victory over Ron Burkle and Yucaipa; its review of strategic alternatives; and its PIPE transaction with Liberty Media
  • Swire Brands in its minority investment in Rebecca Minkoff Holding Company

General Industrials

  • Rock‑Tenn Company in its $16 billion combination with MeadWestvaco Corporation
  • The Haas Trusts in Dow Chemical’s $18.8 billion acquisition of Rohm and Haas and the subsequent disposition of Dow Chemical securities received as part of the transaction
  • Blount International in its $855 million sale to affiliates of American Securities and P2 Capital Partners
  • Certain investors in Delphi Automotive in its buyback of General Motors’ and the PBGC’s equity interest for $4.4 billion and subsequent initial public offering
  • Lindsay Goldberg and Crown Paper Group in the acquisition of Port Townsend Holdings Company

Mining and Resources

  • Augusta Resource Corporation in its C$555 million sale to HudBay Minerals
  • Minerals Technologies in its successful unsolicited $1.7 billion acquisition of AMCOL International Corporation and in connection with the unsuccessful competing offers to acquire AMCOL made by Imerys


  • Benchmark Electronics in its proxy fight with Engaged Capital
  • Dassault Systèmes in its $750 million acquisition of Accelrys
  • LexisNexis Risk Solutions, a division of RELX Group, in its acquisition of the Crash and Project business group of Appriss and its acquisition of Health Market Science
  • Rosetta Marketing Group and Lindsay Goldberg in Rosetta’s $575 million sale to Publicis


  • Cathay Pacific in its investment in Fulcrum BioEnergy
  • United Airlines in its trans‑Pacific joint venture with ANA and Continental Airlines
  • Citigroup, as financial advisor to KLM Dutch Airlines, in KLM’s merger with Air France

Financial Institutions

  • The special committee of the Delphi Financial Group board of directors in the $2.7 billion sale of Delphi to Tokio Marine Holdings
  • First American Payment Systems in its sale to an investor group led by the Ontario Teachers’ Pension Plan
  • PaineWebber in its $12 billion sale to UBS

Mr. Thompson was recognized for his work in mergers and acquisitions by The Legal 500 in 2016. He was also recognized by The Legal 500 for his work in private equity buyouts in 2010. Mr. Thompson was also named a Leading Lawyer by IFLR1000 in 2016 and 2017.

Mr. Thompson was born in Independence, Missouri. He received an A.B. magna cum laude from Brown University in 1996, where he was elected to Phi Beta Kappa, and a J.D. from Columbia University in 1999, where he was a Harlan Fiske Stone Scholar and senior Articles Editor of the Columbia Business Law Review. Mr. Thompson joined Cravath in 1999 and spent 18 months as an associate in the Firm’s London office. He became a partner in 2007.

Mr. Thompson may be reached by phone at +1‑212‑474‑1802 or by email at

+1 (212) 474-1802
+1 (212) 474-3700