Adam Emmerich

Adam Emmerich practices in Wachtell Lipton’s corporate department, focusing primarily on mergers and acquisitions, corporate governance and securities law matters. His practice has included a broad and varied representation of public and private corporations and other entities in a variety of industries throughout the United States and globally, in connection with mergers and acquisitions, divestitures, spin-offs, joint ventures and financing transactions. He also has extensive experience in takeover defense.

Adam was named a Dealmaker of the Year by The American Lawyer in 2019 for his work with T-Mobile USA and Deutsche Telekom in the $146 billion all-stock combination of T-Mobile and Sprint. Adam also led the Wachtell Lipton teams for Covidien plc in its $49.9 billion acquisition by Medtronic and Tim Hortons in its $12.2 billion combination with Burger King Worldwide, which were named by The American Lawyer as 2015 Global M&A Deal of the Year: Ireland and Global M&A Deal of the Year: Canada.

Adam is recognized as one of the 500 leading lawyers in America by Lawdragon, one of the world’s leading lawyers in the field of Mergers and Acquisitions in Chambers and Partners, and an expert in each of M&A, Corporate Governance and M&A in the real estate field by Who’s Who Legal, which has named him among the WWL Thought Leaders: Global Elite 2020 and also as Lawyer of the Year in M&A for 2019.  Adam is also recognized as an expert both in M&A and in Corporate Governance by Euromoney Institutional Investor’s Expert Guides and a highly regarded leading lawyer by IFLR 1000.  Adam was named one of Hollywood’s Top 20 Dealmakers of 2017 by The Hollywood Reporter and has also been profiled together with Robin Panovka by Lawdragon for their work in our REIT and real estate M&A practice.

• Broadcom in its $147 billion proposal to acquire Qualcomm
• Deutsche Telekom and T-Mobile USA in the combination of T-Mobile USA and MetroPCS Communications at a $30 billion enterprise value, and Deutsche Telekom in its agreed $39 billion sale of T-Mobile to AT&T
• the board of Wyeth in its $68 billion acquisition by Pfizer
• Immunomedics in its $21 billion acquisition by Gilead
• Frutarom Industries Ltd in its $7.1 billion acquisition by International Flavors & Fragrances
• Medtronic plc in its $6.1 billion sale of a portion of its Patient Monitoring & Recovery Division to Cardinal Health
• Google in its participation in the $4.5 billion Nortel patent auction

In the REIT and real estate M&A area, Adam has advised:

• Taubman in a $9.8 billion merger and joint venture with Simon Property Group
• Prologis in its $12.6 billion acquisition of Liberty Property Trust
• Public Storage in its proposal to acquire National Storage REIT of Australia, for A$1.9 billion in cash
• AV Homes in its $1 billion sale to Taylor Morrison Home Corp.
• Quality Care Properties in its $3.9 billion acquisition by Welltower, including its related agreement with ProMedica Health System to acquire HCR ManorCare through a bankruptcy reorganization
• Sunrise Senior Living in connection with its sale to Health Care REIT, in transactions involving total investment by Health Care REIT of $4.3 billion

Among the other notable cross-border deals in which Adam has taken a leading role are:

• Iscar / IMC International Metalworking Companies B.V. and the Wertheimer family in the acquisition by Berkshire Hathaway of an 80% interest in Iscar at a $5 billion enterprise value, and in Berkshire Hathaway’s subsequent $2.05 billion purchase of the remaining 20% interest
• Iscar in its $1 billion acquisition of Tungaloy of Japan
• Acciona in its €43.7 billion acquisition with Enel of Endesa and in relation to E.ON’s offer for Endesa
• Frutarom Industries Ltd in its $7.1 billion acquisition by International Flavors & Fragrances

Among the recent financing and capital markets transactions in which Adam has advised are:

• Edison International in its $800 million registered direct offering of common stock
• Insulet in its $500 million public offering of common stock
• Gap in its $2.25 billion senior secured notes offering and its $1.9 billion asset-based revolving credit facility
• WESCO International in its cash tender offer for up to $600 million of Anixter International’s outstanding notes, and related consent solicitations, in connection with WESCO’s pending acquisition of Anixter
• American Eagle Outfitters in its Rule 144A offering of up to $460 million of convertible senior notes
• XPO Logistics in its $850 million senior notes offering and its $300 million tack-on offering, and its $350 million bilateral secured term loan and letter of credit facility

• Honorable Abner J. Mikva, United States Court of Appeals, District of Columbia Circuit, 1985 – 1986

• Swarthmore College, B.A. 1981
• University of Chicago Law School, J.D. 1985, with honors. Order of the Coif. Topics and Comments Editor, The University of Chicago Law Review