Sarah Young is a partner in the mergers & acquisitions group. Sarah advises a diverse range of public and private companies and investors on domestic and cross-border transactions, including mergers, tender and exchange offers and stock and asset acquisitions. Sarah advises clients in various industries on strategic matters and issues of corporate governance and securities laws.
- Represented Dunkin’ Brands Group Inc., one of the leading franchisors of quick service restaurants, including Dunkin’ and Baskin-Robbins, in its $11.3 billion sale to Inspire Brands Inc.
- Representation of Gilead Sciences, Inc. in:
- its $1.74 billion exclusive option to acquire Pionyr Immunotherapeutics Inc., consisting of the acquisition by Gilead of a 49.9% equity interest in Pionyr for $275 million, an option for Gilead to acquire the remaining equity interests of Pionyr for $315 million, and up to $1.15 billion of potential future milestone payments to Pionyr equityholders
- its $1.55 billion exclusive option to acquire Tizona Therapeutics, Inc., consisting of the acquisition by Gilead of a 49.9% equity interest in Tizona for $300 million, and an option for Gilead to acquire the remaining equity interests of Tizona for up to $1.25 billion of potential option fees and future milestone payments to Tizona equityholders
- Represented TESARO in its $5.1 billion sale to GSK
- Represented Veeam Software Holding Limited, the leader in backup solutions that deliver cloud data management, in its $5 billion acquisition by Insight Partners
- Represented Milacron Holdings Corp. in its $2 billion cash and stock merger with Hillenbrand, Inc.
- Represented Wieland-Werke AG in its $1.2 billion acquisition of Global Brass and Copper Holdings, Inc.
- Represented Atlantic Media, Inc., a national media company that includes Quartz, National Journal Group, and Government Executive Media Group, in:
- the sale of Quartz, a global business news outlet, to Uzabase, a Japanese business intelligence and media company which is publicly traded on the Tokyo Stock Exchange, for cash and Uzabase stock
- the sale of a majority ownership stake in The Atlantic to Emerson Collective, which was founded and is run by Laurene Powell Jobs
- Represented Mentor Graphics Corporation in its $4.5 billion acquisition by Siemens AG
- Represented Champion Enterprises Holdings in a reverse merger with Skyline Corporation to create the nation’s largest publicly traded factory-built housing company
- Represented publicly-held Surgery Partners, Inc., a healthcare services company, in its acquisition of National Surgical Healthcare, an owner and operator of surgical facilities in partnership with local physicians, and its related issuance of new preferred stock to Bain Capital
- Represented Celanese Corporation in its acquisition of the nylon compounding division of Nilit B.V.
- Represented Regis Corporation in its sale and subsequent franchise of substantially all of its mall-based salons and its sale and subsequent franchise of its U.K. businesses
Matters completed prior to joining Ropes & Gray:
- Represented DigitalGlobe in its 2017 agreement to be acquired by MacDonald, Dettwiler and Associates Ltd. for $3.6 billion
- Represented Microsemi Corporation in its successful $2.5 billion “deal jump” for PMC-Sierra, Inc., resulting in the termination of PMC-Sierra’s existing merger agreement with Skyworks Solutions
- Represented Ticketfly, Inc., a leading live events technology company, in its $450 million sale to Pandora
- Represented Dealertrack Technologies in its $4 billion sale to Cox Automotive by way of a cash tender offer followed by a second step merger
- Represented Ashley Stewart Inc. in the sale of a controlling interest of the global lifestyle brand to an affiliate of The Invus Group LLC from affiliates of Clearlake Capital Group, LP and FirePine Group, LLC
- Represented BB&T Corporation in its $1.8 billion acquisition of National Penn Bancshares, Inc.
- Represented MakerBot Industries, a leader in desktop 3D printing, in its $600 million acquisition by Stratasys, Inc.
- Represented Honeywell International, Inc. on its cross-border acquisition of Aviaso, an international aviation software company
- Co-author, “The Risks of Not Strictly Complying with a “No Shop” Clause,” Ropes & Gray Alert (September 13, 2019)
- Co-author, “In Delaware, notices and deadlines matter,” International Law Office Corporate Finance/M&A Newsletter (July 3, 2019)
- Co-author, “Ropes & Gray Discusses How Notices and Deadlines Matter in Delaware,” Columbia University Law School “Blue Sky Blog” (March 27, 2019)
- Co-author, “Chancery Court applies MFW framework in private equity merger transaction,” International Law Office Corporate Finance/M&A Newsletter (March 13, 2019)
- Co-author, “Merging Faster: A New Structure for Merger of Equals or Other Large Stock-for-Stock Public Mergers,” Thomson Reuters’ Practical Law (September 24, 2018)
- Co-author, “Updated Guidance (and Ground Rules) for Controlling Stockholder Deals,” Harvard Law School Forum on Corporate Governance and Financial Regulation (March 22, 2018)
- Co-author, “Forging Ahead with “Entire Fairness,” or Playing it Safer (Procedurally Speaking),” Harvard Law School Forum on Corporate Governance and Financial Regulation (September 22, 2017)
- JD, summa cum laude, Brooklyn Law School, 2011
- BA (Government & Law), cum laude, Lafayette College, 2008
Admissions / Qualifications
- New York, 2012