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Keith Hallam

Partner, Corporate

Keith Hallam is a partner in Cravath’s Corporate Department. His practice primarily focuses on mergers and acquisitions and activist defense. Mr. Hallam also advises corporations and their directors on general corporate and governance matters. His clients have included AerCap, Aerion, Affiliated Computer Services, Alere, AmerisourceBergen, Ashland, ATK, Avon, Banco Santander, Biogen, Brightline, Brunswick, Casey’s General Stores, Cincinnati Bell, CommScope, Conduent, Delta Air Lines, Florida East Coast Railway, The Fresh Market, Frontier Communications, Hertz, IBM, JBS, Lender Processing Services, Martin Marietta, Naspers, NCR, Occidental Petroleum, Parker Hannifin, Pilgrim’s Pride, Pinnacle Foods, Starwood Hotels, Unilever, US Foods, UTi Worldwide and Xerox.

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

Consumer Products

  • Avon in the sale of 80% of its North America business to Cerberus Capital Management and in the PIPE investment by Cerberus in Avon’s international business
  • Casey’s General Stores in connection with the $1.9 billion unsolicited acquisition proposal by Alimentation Couche‑Tard, and related hostile tender offer and proxy contest
  • Central Garden & Pet Company in connection with a $1.1 billion unsolicited offer from Harbinger Group
  • The Fresh Market in its $1.36 billion sale to affiliates of Apollo
  • JBS in its $1.3 billion sale of Moy Park to Pilgrim’s Pride
  • Pilgrim’s Pride in its $7.7 billion offer for Hillshire Brands and in connection with a competing offer to acquire Hillshire made by Tyson Foods
  • Pinnacle Foods in its $10.9 billion acquisition by Conagra Brands
  • Starwood Hotels in its $13.3 billion sale to Marriott International and in connection with a competing, unsolicited acquisition proposal from a consortium consisting of Anbang Insurance Group, J.C. Flowers & Co. and Primavera Capital
  • Unilever in the $2.15 billion sale of its Ragú and Bertolli pasta sauce business to Mizkan Group
  • US Foods in its $1.8 billion acquisition of SGA Food Group

Energy

  • Cameron International in its $15 billion sale to Schlumberger

Financial Institutions

  • AerCap in its $7.6 billion acquisition of International Lease Finance Corporation from American International Group
  • Banco Santander and its subsidiaries in the $1 billion sale of an interest in Santander Consumer USA to a consortium of private equity firms, including Warburg Pincus, KKR and Centerbridge Capital Partners
  • Fortress Investment Group in Nationstar Mortgage’s merger with WMIH, and in the sale by Fortress of its remaining 40.5% equity interest in OneMain Holdings to an investor group led by Apollo Global Management and Värde Partners
  • Lender Processing Services in its $4.3 billion sale to Fidelity National Financial

Healthcare

  • Alere in its $8 billion sale to Abbott Laboratories
  • AmerisourceBergen in its $815 million acquisition of H. D. Smith and its strategic relationship with Walgreens and Alliance Boots
  • Biogen in its $1.25 billion settlement and license agreement with Forward Pharma

Industrials

  • Air Products and Chemicals in its unsolicited offer to acquire all outstanding shares of Airgas for approximately $7 billion
  • Alliant Techsystems in its $985 million acquisition of Bushnell Group
  • Brunswick in the $490 million sale of its Fitness business to KPS Capital Partners and its $910 million acquisition of Power Products’ Global Marine & Mobile business
  • Martin Marietta in its $1.625 billion acquisition of Bluegrass Materials
  • Parker Hannifin in its pending $3.675 billion acquisition of LORD

Media and Entertainment

  • Viacom’s transaction committee in its pending $30 billion merger with CBS

Technology

  • Affiliated Computer Services in its $8.4 billion sale to Xerox
  • Conduent in the sale of its off‑street parking business to Andera Partners, the sale of its commercial vehicle operations business to Alinda Capital Partners and the sale of its U.S.‑based human resource consulting and actuarial business to H.I.G. Capital
  • IBM in a number of dispositions and acquisitions, including the $1.8 billion sale of select IBM software products to HCL Technologies, its collaboration agreement with Maersk, its acquisition of Promontory Financial, its acquisition of the product and technology businesses of The Weather Company from Bain, Blackstone and NBCUniversal, its $1 billion acquisition of Merge Healthcare, the $2.3 billion sale of its x86 server business to Lenovo and its $1.3 billion acquisition of Kenexa
  • Naspers in the merger of ibibo Group, its travel business in India, with MakeMyTrip
  • NCR in its strategic partnership with Blackstone, including a $820 million equity investment in NCR by Blackstone
  • Xerox in its spin-off of Conduent and in the $1.05 billion sale of its IT outsourcing business to Atos

Telecommunications

  • Cincinnati Bell in its $650 million combination with Hawaiian Telcom, its $201 million acquisition of OnX Enterprise Solutions and the sale of wireless spectrum licenses to Verizon Wireless
  • CommScope in its $1 billion investment from The Carlyle Group as part of CommScope’s $7.4 billion acquisition of ARRIS
  • Frontier Communications in its pending $1.352 billion sale of operations in Idaho, Montana, Oregon and Washington to WaveDivision Capital in partnership with Searchlight Capital Partners

Transportation

  • Aerion in its partnership with Boeing to bring Aerion’s next‑generation supersonic business jet to market
  • Atlas Air Worldwide in its long‑term commercial agreements to provide air cargo services to Amazon, and its grant of rights to Amazon to acquire Atlas Air equity
  • Brightline in its acquisition of XpressWest
  • Delta Air Lines in its acquisition of 49% of Virgin Atlantic from Singapore Airlines and in Delta’s related trans Atlantic joint venture with Virgin
  • Florida East Coast Railway in its sale to Grupo México by Fortress Investment Group
  • Hertz in its $2.6 billion acquisition of Dollar Thrifty Automotive
  • UTi Worldwide in its $1.35 billion sale to DSV

Mr. Hallam has also represented numerous companies and boards of directors in defending against activist hedge funds. Recent examples include representing:

  • ARIAD Pharmaceuticals in its settlement agreement with Sarissa Capital
  • Ashland in its proxy contest and subsequent settlement agreement with Cruiser Capital
  • Benchmark Electronics in its cooperation agreement with Engaged Capital
  • Brunswick in its interactions with Owl Creek Asset Management
  • Cheniere Energy in its settlement agreement with Carl Icahn
  • Cincinnati Bell in its successful proxy contest with Mario Gabelli
  • Conduent in its agreement with Darwin Deason, a significant shareholder
  • Gannett in its successful acquisition of Belo, which was challenged by various arbitrageurs and hedge funds
  • Hertz in the adoption of its shareholder rights plan in response to an activist investor reported to be Carl Icahn and in connection with investments by Corvex Management and Third Point
  • Hologic in the adoption of its shareholder rights plan, in its settlement agreement with Carl Icahn, and in connection with an investment by Relational Investors
  • Jones Apparel in its settlement agreement with Barington Capital
  • NCR in its settlement agreement with Mick McGuire and Marcato Capital
  • Occidental Petroleum in connection with Carl Icahn’s consent solicitation
  • Starwood Hotels in share accumulations by JANA Partners and Third Point
  • UTi Worldwide in its negotiations with its shareholder P2 Capital
  • Web.com in its settlement agreement with Okumus Fund Management
  • Xerox in its two settlement agreements with Carl Icahn prior to its spin‑off of Conduent

Mr. Hallam was recognized for his work in mergers and acquisitions by The Legal 500 from 2016 through 2019 and by IFLR1000 from 2017 through 2019. He received Euromoney Legal Media Group’s 2018 Americas Rising Star Award for “Best in Mergers & Acquisitions.” Mr. Hallam was named a “Next Generation Lawyer” in mergers and acquisitions in 2019 and in technology transactions in 2018 and 2019 by The Legal 500. Additionally, he was recognized for his work in activism defense in 2019 and for his transactional work in the technology industry in 2016 by The Legal 500.

Mr. Hallam was born in Alexandria, Virginia. He received a B.A. magna cum laude from the University of Pennsylvania, where he was elected to Phi Beta Kappa and a J.D. from the University of Pennsylvania, where he was a senior editor of the Law Review.

Mr. Hallam may be reached by phone at +1‑212‑474‑1458 or by email at khallam@cravath.com.

Mr. Hallam is admitted only in New York.

Contact
+1 (212) 474-1458
+1 (212) 474-3700