M&A at a Glance (January 2022)

June 2020 | ISSUE 99 Industry Activity M&A AT A GLANCE PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1 Strategic vs. Sponsor Activity Crossborder Activity Key Takeaways SPAC Acquisitions most deals last 12 months most dollar value last 12 months U.S. Inbound $47.9 billion ▲43.4% 68 deals ▼21.8% leading country Canada – $16.8 billion U.K. – 12 deals leading country last 12 months Canada – $108.5 billion Canada – 288 deals U.S. Outbound $45.2 billion ▲31.2% 84 deals ▲3.7% leading country Saudi Arabia – $15.5 billion U.K. – 17 deals leading country last 12 months U.K. – $105.6 billion U.K. – 309 deals U.S. Total $190.2 billion – ▼8.2% 397 deals – ▼32.0% Strategic $134.1 billion – ▲45.2% 219 deals – ▼41.3% Sponsor $56.0 billion – ▼51.2% 178 deals – ▼15.6% Global Total $460.7 billion – ▼4.8% 1,767 deals – ▼15.3% Strategic $307.5 billion – ▲20.0% 1,394 deals – ▼16.3% Sponsor $153.2 billion – ▼32.7% 373 deals – ▼11.6% ► Despite being a record-breaking year overall, 2021 ended on a bit of a down note. Both U.S. and global sponsor-related M&A deal value dropped significantly in December, with total deal value down 51% in the U.S. and 33% globally compared to November. Offsetting those losses, strategic M&A deal value surged 45% in the U.S. and 20% globally, resulting in only slight declines in overall deal value of 8% in the U.S. and 5% globally. Continuing the trend over the last three months, deal count was down across all sectors. ► U.S. crossborder deal value was up in December, increasing 43% for inbound flow and 31% for outbound flow. Saudi Arabia took the top spot by U.S. outbound deal value, with BlackRock’s $15.5 billion investment in Aramco Gas Pipelines Co. accounting for the entirety of that activity. ► Computers & Electronics continued its reign as the most active industry by both deal value and number of deals over the past month and the last twelve months (LTM). Professional Services took second place by deal count and, sporting a 745% increase in deal value, third place by deal value. That massive increase in deal value was largely driven by Rentokil Initial plc’s acquisition of Terminix Global Holdings Inc. for $7.5 billion and Neogen Corporation’s $5.3 billion acquisition of 3M Company’s food safety business. ► U.S. SPAC acquisitions continued its three month upward trend in December, up 90% by deal value and 79% by number of deals. Global SPAC acquisitions grew at similar rates, increasing 101% by deal volume and 84% by number of deals. ► U.S. public merger highlights in December include the following: o Cash-Only deals accounted for 69% of all U.S. deals in December (as compared to 55% LTM), while stock-only deals accounted for only 8% of the same (as compared to 27% LTM). o There were no hostile/unsolicited offers in the month of December. o Tender offers accounted for only 8% of all deals in December, off of the 25% high in November and closer to the LTM average of 11%. o Unaffected premiums were up significantly in December (51%) as compared to the LTM average of 39%. o After go-shop provisions appeared at above-average rates in October and November, December saw a glut. No deals included a go-shop provision in December. All data is for December 2021. Cortex data is as of January 10, 2022 and data from Deal Point data is as of January 12, 2022 unless otherwise specified. Each metric in this publication that references deal volume by dollar value is calculated from the subset of the total number of deals that includes a disclosed deal value. JANUARY 2022 | ISSUE 118 $30.3 billion ▲ 90.4% 25 deals ▲ 78.6% 115 deals Computers & Electronics 3,806 deals Computers & Electronics $57.5 billion Computers & Electronics $776.5 billion Computers & Electronics $45.5 billion ▲ 100.9% 35 deals ▲ 84.2% June 2020 | ISSUE 99 M&A at a Glance +/- from last month +/- from last month Deal Value (US$B) Number of Deals PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP ▼24.2% ▲93.1% ▲745.3% ▲60.8% ▲374.8% ▼41.9% ▼16.7% ▼6.4% ▼25.0% ▼28.6% Most Active U.S. Target Industries1 JANUARY 2022 | ISSUE 118 2 $57.47 $21.86 $20.49 $19.60 $12.90 $0 $25 $50 $75 $100 Computers & Electronics Healthcare Professional Services Finance Chemicals December 2021 115 45 44 39 20 0 50 100 150 200 Computers & Electronics Professional Services Finance Healthcare Consumer Products December 2021 $776.50 $350.78 $212.42 $180.91 $141.67 $0 $250 $500 $750 $1,000 Computers & Electronics Healthcare Finance Real Estate/Property Leisure & Recreation Last 12 Months 3,806 1,171 820 617 367 0 1,200 2,400 3,600 4,800 Computers & Electronics Healthcare Professional Services Finance Construction/Building Last 12 Months June 2020 | ISSUE 99 M&A at a Glance PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP December 2021 Last 12 Months Target Break Fee for All Mergers 3.7 3.7 December 2021 Last 12 Months % of Mergers with Go-Shops 0.0 7.4 % of Mergers Involving Financial Buyers with GoShops8 0.0 30.8 % of Mergers Involving Strategic Buyers with GoShops9 0.0 0.7 Avg. Go-Shop Window (in Days) for All Mergers with Go-Shops10 N/A 36.2 Avg. Go-Shop Window (in Days) for Mergers Involving Financial Buyers with Go-Shops11 N/A 35.4 Avg. Go-Shop Window (in Days) for Mergers Involving Strategic Buyers with Go-Shops12 N/A 45.0 Average Break Fees as % of Equity Value2 Average Break Fees as % of Equity Value3,4 U.S. Public Merger Go-Shop Provisions4 December 2021 Last 12 Months Reverse Break Fee for All Mergers5 8.0 5.8 Reverse Break Fee for Mergers Involving Financial Buyers6 14.6 7.6 Reverse Break Fee for Mergers Involving Strategic Buyers7 4.1 4.8 3 JANUARY 2022 | ISSUE 118 3.5% 3.3% 3.5% 3.6% 5.1% 3.8% 3.5% 3.7% 3.6% 3.3% 3.4% 3.7% 5.3% 5.4% 5.3% 5.2% 5.5% 6.9% 5.1% 6.5% 5.9% 5.4% 5.3% 8.0% $3,779.1 $3,458.3 $3,176.7 $5,154.1 $2,859.2 $1,443.9 $2,462.7 $3,833.9 $3,578.8 $2,293.2 $2,602.9 $5,367.1 $0 $3,000 $6,000 $9,000 $12,000 0% 2% 4% 6% 8% Jan 2021 Feb 2021 Mar 2021 Apr 2021 May 2021 Jun 2021 Jul 2021 Aug 2021 Sep 2021 Oct 2021 Nov 2021 Dec 2021 Target Break Fee Reverse Break Fee Average Value of U.S. Public Mergers (in US$mil) June 2020 | ISSUE 99 M&A at a Glance PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP December 2021 7.7 Last 12 Months 11.4 Form of Consideration as % of U.S. Public Mergers13 December 2021 51.1 Last 12 Months 38.7 December 2021 0.0 Last 12 Months 14.7 Hostile/Unsolicited Offers as % of U.S. Public Mergers14 December 2021 1.1 Last 12 Months 1.2 Total Target Adviser Fee(s) as % of Equity Value 4 JANUARY 2022 | ISSUE 118 69.2% 7.7% 23.1% 54.5% 27.3% 14.8% 3.4% Cash Only Stock Only Cash & Stock Only Choice (Cash Election) Other Last 12 Months December 2021 Tender Offers as % of U.S. Public Mergers Unaffected Premium %14,15 June 2020 | ISSUE 99 M&A at a Glance PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Top 5 Countries of Origin for Inbound U.S. Crossborder Transactions Top 5 Countries of Destination for Outbound U.S. Crossborder Transactions 5 JANUARY 2022 | ISSUE 118 $16.82 $11.42 $6.98 $4.12 $1.79 $0 $5 $10 $15 $20 Canada U.K. France Sweden United Arab Emirates Deal Value (US$B) Inbound U.S. Crossborder Transactions for December 2021 $108.45 $47.54 $40.14 $37.26 $29.27 $0 $30 $60 $90 $120 Canada Ireland Japan U.K. Singapore Inbound U.S. Crossborder Transactions for the Last 12 Months Deal Value (US$B) 288 174 135 69 67 0 90 180 270 360 Canada U.K. Japan France Sweden By Number of Deals $105.60 $43.53 $41.62 $32.52 $31.58 $0 $30 $60 $90 $120 U.K. Israel Singapore Sweden Australia Outbound U.S. Crossborder Transactions for the Last 12 Months Deal Value (US$B) 309 213 92 90 75 0 90 180 270 360 U.K. Canada Germany Australia Israel By Number of Deals 12 10 7 6 5 0 4 8 12 16 U.K. Canada France Germany Sweden By Number of Deals $15.50 $7.30 $4.28 $3.22 $3.05 $0 $5 $10 $15 $20 Saudi Arabia U.K. Luxembourg Canada Netherlands Deal Value (US$B) Outbound U.S. Crossborder Transactions for December 2021 17 7 6 5 0 5 10 15 20 U.K. Canada China & Spain¹⁶ Germany By Number of Deals June 2020 | ISSUE 99 M&A at a Glance Appendix: M&A Activity – 12 Month Trends PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 6 JANUARY 2022 | ISSUE 118 $82.47 $233.89 $116.28 $113.51 $190.16 $76.56 $131.30 $136.22 $140.16 $93.40 $92.37 $134.13 $69.54 $96.18 $101.71 $116.38 $78.48 $120.26 $121.71 $65.42 $46.76 $42.74 $114.81 $56.02 $152.01 $330.07 $218.00 $229.89 $268.64 $196.82 $253.01 $201.63 $186.92 $136.14 $207.18 $190.15 $0 $60 $120 $180 $240 $300 $360 Jan 2021 Feb 2021 Mar 2021 Apr 2021 May 2021 Jun 2021 Jul 2021 Aug 2021 Sep 2021 Oct 2021 Nov 2021 Dec 2021 U.S. Deal Value (US$B) Strategic Sponsor Total $194.51 $344.59 $363.03 $249.09 $340.69 $211.04 $300.04 $391.18 $345.42 $250.42 $256.33 $307.51 $110.43 $199.78 $212.15 $217.04 $146.59 $197.42 $222.65 $130.39 $130.61 $89.24 $227.69 $153.17 $304.94 $544.38 $575.18 $466.13 $487.28 $408.46 $522.69 $521.57 $476.02 $339.66 $484.02 $460.68 $0 $120 $240 $360 $480 $600 $720 Jan 2021 Feb 2021 Mar 2021 Apr 2021 May 2021 Jun 2021 Jul 2021 Aug 2021 Sep 2021 Oct 2021 Nov 2021 Dec 2021 Global Deal Value (US$B) Strategic Sponsor Total June 2020 | ISSUE 99 M&A at a Glance PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 7 JANUARY 2022 | ISSUE 118 606 574 584 645 648 736 585 789 805 455 373 219 296 186 195 206 190 201 196 267 255 218 211 178 902 760 779 851 838 937 781 1,056 1,060 673 584 397 0 200 400 600 800 1,000 1,200 Jan 2021 Feb 2021 Mar 2021 Apr 2021 May 2021 Jun 2021 Jul 2021 Aug 2021 Sep 2021 Oct 2021 Nov 2021 Dec 2021 U.S. Number of Deals Strategic Sponsor Total 2,530 2,306 2,930 2,543 2,510 2,643 2,463 2,501 2,651 2,053 1,665 1,394 554 460 541 455 452 473 488 496 502 473 422 373 3,084 2,766 3,471 2,998 2,962 3,116 2,951 2,997 3,153 2,526 2,087 1,767 0 600 1,200 1,800 2,400 3,000 3,600 Jan 2021 Feb 2021 Mar 2021 Apr 2021 May 2021 Jun 2021 Jul 2021 Aug 2021 Sep 2021 Oct 2021 Nov 2021 Dec 2021 Global Number of Deals Strategic Sponsor Total June 2020 | ISSUE 99 M&A at a Glance PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 8 JANUARY 2022 | ISSUE 118 $20.40 $31.21 $54.43 $33.75 $25.71 $27.99 $23.53 $62.38 $41.37 $26.34 $33.39 $47.90 119 107 100 120 123 136 106 137 153 100 87 68 $0 $50 $100 $150 $200 Jan 2021 Feb 2021 Mar 2021 Apr 2021 May 2021 Jun 2021 Jul 2021 Aug 2021 Sep 2021 Oct 2021 Nov 2021 Dec 2021 0 50 100 150 200 Inbound U.S. Crossborder Transactions By Deal Value (US$B) By Number of Deals $28.62 $39.99 $61.68 $58.61 $15.79 $24.95 $34.27 $78.01 $59.03 $14.60 $34.43 $45.16 144 149 184 106 138 135 143 143 129 126 81 84 0 50 100 150 200 $0 $50 $100 $150 $200 Jan 2021 Feb 2021 Mar 2021 Apr 2021 May 2021 Jun 2021 Jul 2021 Aug 2021 Sep 2021 Oct 2021 Nov 2021 Dec 2021 Outbound U.S. Crossborder Transactions By Deal Value (US$B) By Number of Deals June 2020 | ISSUE 99 M&A at a Glance PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 9 JANUARY 2022 | ISSUE 118 $37.78 $96.43 $37.72 $14.16 $44.82 $21.82 $81.62 $19.57 $6.53 $8.47 $15.89 $30.26 15 39 19 17 14 18 19 14 6 8 14 25 0 10 20 30 40 50 $0 $30 $60 $90 $120 $150 Jan 2021 Feb 2021 Mar 2021 Apr 2021 May 2021 Jun 2021 Jul 2021 Aug 2021 Sep 2021 Oct 2021 Nov 2021 Dec 2021 U.S. SPAC Acquisitions¹⁷ By Deal Value (US$B) By Number of Deals $38.47 $117.49 $73.64 $61.85 $50.12 $33.06 $101.69 $25.71 $39.59 $12.44 $22.66 $45.52 18 48 29 25 21 26 31 22 14 14 19 35 0 10 20 30 40 50 $0 $30 $60 $90 $120 $150 Jan 2021 Feb 2021 Mar 2021 Apr 2021 May 2021 Jun 2021 Jul 2021 Aug 2021 Sep 2021 Oct 2021 Nov 2021 Dec 2021 Global SPAC Acquisitions¹⁸ By Deal Value (US$B) By Number of Deals June 2020 | ISSUE 99 M&A at a Glance Endnotes PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP The charts on p. 1–2 and 5–10 were compiled using Cortex, and are for the broader M&A market, including public and private transactions of any value. Deal volume by dollar value and average value of deals are calculated from the subset of deals that include a disclosed deal value. The charts on p. 3–4 were compiled using Deal Point Data, and include acquisitions seeking majority or higher control of U.S. targets valued at $100 million or higher announced during the period indicated and for which a definitive merger agreement was reached and filed (except with respect to data regarding premiums and hostile/unsolicited offers, which is for all announced deals). "Last 12 Months" data is for the period from January 2021 to December 2021 inclusive. Data obtained from Cortex and Deal Point Data has not been reviewed for accuracy by Paul, Weiss. 1. Industries categories are determined and named by Cortex. 2. Based on the highest target break fees and reverse break fees payable in a particular deal. 3. There were 13 transactions in December 2021. 4. Financial and strategic categories are determined by Deal Point Data. 5. Eight transactions in December 2021 had a reverse break fee. 6. Three transactions in December 2021 involving a financial buyer had a reverse break fee. 7. Five transactions in December 2021 involving a strategic buyer had a reverse break fee. 8. Four transactions in December 2021 involved a financial buyer. 9. Nine transactions in December 2021 involved a strategic buyer. 10. Zero transactions in December 2021 had a go-shop provision. 11. Zero transactions in December 2021 involving a financial buyer had a go-shop provision. 12. Zero transactions in December 2021 involving a strategic buyer had a go-shop provision. 13. Due to rounding, percentages may not add up to 100%. 14. This data includes both announced transactions for which a definitive merger agreement was reached and filed and those for which a definitive merger agreement was never reached and filed (including withdrawn transactions). 15. Unaffected Premium % indicates the difference between the current price per share offered as consideration in the transaction and the “unaffected price”, reflected as a percentage. The “unaffected price" is the target's closing stock price on the date that is one calendar day prior to the first public disclosure regarding a potential deal involving the target and on which the target's stock price was unaffected by the news of the deal. 16. Each of China and Spain was the country of destination for six transactions in December 2021. 17. This data reflects U.S. targets that have been acquired by a SPAC of any nationality. 18. This data reflects both U.S. and non-U.S. targets that have been acquired by a SPAC of any nationality. 10 JANUARY 2022 | ISSUE 118 $77.32 $120.71 $160.11 $136.59 $112.72 $100.22 $136.10 $194.42 $142.18 $89.81 $128.10 $174.32 667 634 760 592 668 657 666 637 675 576 462 410 0 250 500 750 1,000 $0 $75 $150 $225 $300 Jan 2021 Feb 2021 Mar 2021 Apr 2021 May 2021 Jun 2021 Jul 2021 Aug 2021 Sep 2021 Oct 2021 Nov 2021 Dec 2021 Global Crossborder Transactions By Deal Value (US$B) By Number of Deals June 2020 | ISSUE 99 M&A at a Glance Our Mergers & Acquisitions Practice PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Paul, Weiss is a leading law firm serving the largest publicly and privately held corporations and financial institutions in the United States and throughout the world. Our firm is widely recognized for achieving an unparalleled record of success for our clients, both in their bet-the-company litigations and their most critical strategic transactions. We are keenly aware of the extraordinary challenges and opportunities facing national and global economies and are committed to serving our clients’ short- and long-term goals. The Paul, Weiss M&A Group consists of approximately 40 partners and 125 counsel and associates based in New York, Washington, Wilmington, London, San Francisco, Toronto, Tokyo, Hong Kong and Beijing. The firm's Corporate Department consists of more than 75 partners and roughly 300 counsel and associates. Our M&A Group is among the most experienced and active in the world. We represent publicly traded and privately held companies, leading private equity firms, financial advisors, and other financial institutions and investors in their most important mergers and acquisitions, joint ventures and other strategic transactions. Our expertise advising corporations and private investors in a broad range of sophisticated transactions enables us to identify new opportunities for our clients to realize value. We have particular experience in guiding clients as they engage in proxy battles, company-altering and market consolidating transactions or capital markets transactions. Recent highlights include advising: 3G Capital in its proposed $7.1 billion acquisition of the controlling interest of Hunter Douglas; Rocket Companies in its $1.275 billion acquisition of Truebill; Global Infrastructure Partners in its proposed $15 billion acquisition (together with KKR) of CyrusOne; General Electric in the spin-offs of its healthcare and power businesses into separately traded public companies; Oak Hill Advisors in its $4.2 billion sale to T. Rowe Price Group; Qualcomm, alongside SSW Partners, in its $4.5 billion topping bid for Veoneer; Neustar in its $3.1 billion sale, by a private investment group led by Golden Gate Capital and with minority participation from GIC, to TransUnion; Continental Grain Company in its joint venture with Cargill to acquire Sanderson Farms for a total equity value of $4.53 billion; Translate Bio in its $3.2 billion sale to Sanofi; Carrier Global Corporation in the proposed $3.1 billion sale of its Chubb fire and security business to APi Group Corporation; KPS Capital Partners in its $1.7 billion acquisition of a controlling stake in the Primary Products Business in North America and Latin America of Tate & Lyle; KPS Capital Partners and its portfolio company DexKo Global in the $3.4 billion sale of DexKo to Brookfield Business Partners; Bowlero Corp in its $2.6 billion business combination with Isos Acquisition Corporation; the Special Committee of the Board of Directors of QAD in its $2 billion sale to Thoma Bravo; QTS Realty Trust in its $10 billion sale to Blackstone; MGM in its proposed $8.45 billion sale to Amazon; Lehigh Hanson in the $2.3 billion sale of its U.S. West region business to Martin Marietta Material; Advance in the $150 billion Reverse Morris Trust transaction that will combine AT&T’s WarnerMedia business with Discovery; funds managed by affiliates of Apollo Global Management in their $5 billion acquisition of Verizon Media; Univision Holdings in its proposed $4.8 billion combination with the content and media assets of Grupo Televisa, S.A.B.; Nuance Communications in its proposed $19.7 billion sale to Microsoft Corp.; KPS Capital Partners in its $2.7 billion acquisition of the EMEA food, aerosol and promotional packaging business from Crown Holding; General Electric in the more than $30 billion combination of its jet leasing unit GE Capital Aviation Services (GECAS) with AerCap Holdings; PRA Health Sciences in its approximately $12 billion sale to ICON; The Goodyear Tire & Rubber Company in its $2.5 billion acquisition of Cooper Tire & Rubber Company; Perspecta Inc. in its $7.1 billion sale to Peraton and Veritas Capital; Inspire Brands in its $11.3 billion acquisition of Dunkin’ Brands Group; Cenovus Energy in its Cdn. $23.6 billion combination with Husky Energy; The Kraft Heinz Company in the $3.2 billion sale of its cheese business to Groupe Lactalis; an affiliate of Roark Capital Group in its approximately $1.5 billion acquisition of the ServiceMaster Brands businesses of ServiceMaster Global Holdings; Teladoc Health in its $18.5 billion acquisition of Livongo Health; Chevron in its $13 billion acquisition of Noble Energy; National General Holdings in its $4 billion sale to The Allstate Corporation; affiliates of Roark Capital in its $200 million investment in The Cheesecake Factory; General Atlantic, as lead investor in a consortium, in its $8.7 billion acquisition of 58.com; The Medicines Company in its $9.7 billion sale to Novartis; the Special Committee of the Board of Directors of Pattern Energy Group in its approximately $6.1 billion sale to Canada Pension Plan Investment Board; Aptiv in its $4 billion autonomous driving joint venture with Hyundai Motor Group; the Special Committee of the Board of Directors of CBS Corp. in its merger with Viacom to form ViacomCBS, a combined company with an enterprise value of more than $40 billion; Elanco Animal Health in its $7.6 billion acquisition of the animal health business of Bayer AG; funds managed by affiliates of Apollo Global Management in their $2.7 billion acquisition of Shutterfly; the Independent Directors of Avon in its $3.7 billion sale to Natura & Co.; KPS Capital Partners in its $1.8 billion acquisition of Howden from Colfax; Trane Technologies in the $15 billion Reverse Morris Trust spin-off and merger of its industrial business with Gardner Denver Holdings; Chevron in its proposed $50 billion acquisition of Anadarko Petroleum; General Electric in the $21.4 billion sale of its BioPharma business to Danaher Corporation; Encana Corp. (now known as Ovintiv) in its $7.7 billion acquisition of Newfield Exploration Company; IBM in its $34 billion acquisition of Red Hat; the Board of Directors of Harris Corporation in its $37 billion merger of equals with L3 Technologies to form L3Harris Technologies; CSRA in its $9.7 billion sale to General Dynamics; Bioverativ in its $11.6 billion sale to Sanofi; ADP in its successful proxy contest against Pershing Square; and Agrium in its $36 billion merger of equals with Potash Corp. of Saskatchewan. 11 JANUARY 2022 | ISSUE 118 June 2020 | ISSUE 99 M&A at a Glance This publication is not intended to provide legal advice, and no legal or business decision should be based on its content. Questions concerning issues addressed in this memorandum should be directed to: Our M&A Partners © 2022 Paul, Weiss, Rifkind, Wharton & Garrison LLP. In some jurisdictions, this publication may be considered attorney advertising. Past representations are no guarantee of future outcomes. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Matthew W. Abbott +1-212-373-3402 Email Scott A. Barshay +1-212-373-3040 Email Angelo Bonvino +1-212-373-3570 Email Ariel J. Deckelbaum +1-212-373-3546 Email Jeffrey D. Marell +1-212-373-3105 Email Robert B. Schumer +1-212-373-3097 Email Krishna Veeraraghavan +1-212-373-3661 Email Taurie M. Zeitzer +1-212-373-3353 Email Counsel Frances F. Mi, legal consultant Cara Grisin Fay, associates Andrew Forgy, Joseph Krmpotich and Ceecee Q. Yao, and law clerk Dylan Rogalin contributed to this publication. Matthew W. Abbott Edward T. Ackerman Scott A. Barshay Angelo Bonvino Gerald Brant Ellen N. Ching Ariel J. Deckelbaum Ross A. Fieldston Brian P. Finnegan Adam M. Givertz Neil Goldman Bruce A. Gutenplan Ian M. Hazlett Jeffrey L. Kochian Kaisa Kuusk David K. Lakhdhir Brian C. Lavin Xiaoyu Greg Liu Jeffrey D. Marell Alvaro Membrillera Judie Ng Shortell Austin Pollet Carl L. Reisner Justin Rosenberg Kenneth M. Schneider Robert B. Schumer John M. Scott Brian Scrivani Kyle T. Seifried Cullen L. Sinclair Sarah Stasny Laura C. Turano Krishna Veeraraghavan Jeremy M. Veit Michael Vogel Ramy J. Wahbeh Samuel J. Welt Steven J. Williams Adam Wollstein Kaye N. Yoshino Tong Yu Taurie M. Zeitzer 12 JANUARY 2022 | ISSUE 118