Jason P. Wagenmaker

Representative Transactions:

Infrastructure and Transportation

• Represented Fairfax Financial Holdings Limited, as part of a consortium, in the $750 million sale of APR Energy Limited to Atlas Corp., a newly formed holding company of Seaspan Corporation.
• Represented First Sentier Investors in the acquisition of 100 percent of the equity of Patriot Rail and Ports, which operates a portfolio of 12 short-line freight railroads with more than 585 track miles across 14 states in the United States, and in related co-investment transactions.
• Represented RailUSA in the acquisition of Florida Gulf & Atlantic Railroad, a 430-mile rail line, and related real estate from CSX Corporation.
• Represented First Sentier Investors in its acquisition of 40 percent of the equity interests in Terra-Gen, a leading renewable energy developer that operates over 1.3 GW of wind, solar, battery storage and geothermal facilities across the United States, and specializes in development, construction, and operation of utility-scale wind, solar, energy storage and geothermal generation facilities, from private equity firm Energy Capital Partners, LLC, and represented FSI in related co-investment transactions in the Terra-Gen Power platform.
• Represented Studsvik in the sale of its nuclear waste operations in Erwin and Memphis, Tennessee, its 51 percent stake in Semprasafe LLC and parts of its THOR patents, to EnergySolutions, Inc.
• Represented TransCanada Corporation in its $395 million sale of North Baja Pipeline, LLC, an 80-mile natural gas pipeline that extends from Southwestern Arizona to the California/Mexico border, to TC PipeLines, LP.

Steel and Manufacturing

• Represented a worldwide steel company, as special counsel, in its agreement with Nippon Steel and Sumitomo Metal Corporation to form a joint venture at the closing of their $1.55 billion acquisition of a state-of-the-art steel processing plant located in Calvert, Alabama, from ThyssenKrupp AG, and in subsequent agreements to construct and operate a new electric arc furnace in Calvert, Alabama.
• Represented a worldwide steel company in the divestiture of its LaPlace and Vinton Long Carbon facilities in the United States to an affiliate of Black Diamond Capital Management, LLC. The LaPlace, Louisiana, facility, along with a rolling mill in Harriman, Tennessee, produces billets, angles, flats, channels and beams. The Vinton facility, located in El Paso, Texas, produces rebar and grinding media.
• Represented Cargill in the $720 million sale of its 50 percent stake in US-based North Star BlueScope Steel, LLC, to BlueScope Steel Limited, an Australia-based manufacturer and distributor of steel building products.
• Represented two worldwide steel and mining companies in the sale of their respective 50 percent interests in Gallatin Steel Company, a manufacturer of hot rolled steel coils, to Nucor Corporation for $770 million. 
• Represented Mitsui & Co. (U.S.A.) in its acquisition of a 33.4 percent stake in Android Industries, LLC, a Detroit-based automobile parts/assembly company with operations in Brazil, Mexico, Spain and the United States, from Wynnchurch Capital Partners, LP.
• Represented Caterpillar in the sale of the mining equipment distribution and support business operated by its subsidiary, Bucyrus International, to Caterpillar dealers in Mongolia, Russia, Malaysia, Australia and South Africa.
• Represented Dukane Corporation in the sale of its Seacom division, which designs and manufactures underwater locator beacons used to locate aircraft cockpit voice recorders, flight data recorders and marine ship voyage recorders, to HEICO Corporation's Electronic Technologies Group.
• Represented a leading steel producer in its $810 million divestment of its Sparrows Point, Maryland facility, a fully-integrated steel mill with a short line railroad and deep-water port, to OAO Severstal.

Chemicals and Agribusiness

• Represented tesa tape in the acquisition of Functional Coatings, LLC, a manufacturer and distributor of elastomeric hot melt adhesives and coatings, and its wholly-owned subsidiary Heromelt Adhesives, LLC.
• Represented Dow Chemical in its $1.2 billion sale of ANGUS Chemical Company, a manufacturer of nitroalkane-based chemicals, to private equity firm Golden Gate Capital. Our association firm, Tauil & Chequer Advogados, advised on the Brazilian law aspects of the transaction.
• Represented Mitsui & Co., Ltd. in its acquisition of interests in Multigrain AG, a three-party joint venture engaged in agricultural production and grain distribution in Brazil.
• Represented Nalco Company in the $166 million sale of its Performance Products Group, a supplier of value-added specialty polymers and formulation additives marketed to the global personal care and household care industries, to The Lubrizol Corporation.

Fintech and Financial Institutions M&A

• Represented Macquarie Group in its sale of Advantage Funding Management Co., Inc., a leading provider of commercial vehicle and transportation financing services, to Sterling National Bank.
• Represented Wells Fargo in the sale of its commercial insurance brokerage business to USI Insurance Services LLC. Consisting of Wells Fargo Insurance Services USA, Inc., Safehold Special Risk, Inc. and Preferred Motor Sports Risk Purchasing Group, LLC, the commercial insurance brokerage business provides and consulting services to commercial customers in connection with property and casualty insurance policies and employee benefits policies, risk management and specialty lines of insurance coverage to high net worth individuals, health insurance coverages for college and university student enrollments and specialty wholesale health insurance coverages.
• Represented Macquarie Group in the sale of US-based Macquarie Equipment Finance LLC, a provider of lease financing, asset management solutions, and remarketing of technology, healthcare, and capital equipment, to Huntington Bancshares Inc.

Technology and Life Sciences

• Represented CDK Global, Inc., a leading provider of dealer management systems and integrated information technology solutions to the automotive retailing and adjacent industries, in the $1.45 billion sale of its CDK international segment to private equity firm Francisco Partners Management, L.P.
• Represented UK-based Celsis International, a leader in rapid microbial detection systems for leading pharmaceutical and consumer products companies, in its $212 million acquisition by Charles River Laboratories International, Inc.

Real Estate

• Represented Unico Properties in the acquisition and related tax structuring of a real estate investment trust that owned property in the Seattle, Washington metropolitan area.  
• Represented Prologis in its $5.9 billion acquisition of the real estate assets and operating platform of KTR Capital Partners and its affiliates. The real estate assets will be acquired by Prologis U.S. Logistics Venture, a 55-45 consolidated joint venture with Norges Bank Investment Management, manager of the Norwegian Government Pension Fund Global.
• Represented Trilogy Holdings in the $1.5 billion sale of Trilogy Investors LLC, which owns and operates integrated senior health care campuses in the Midwest, to Trilogy Real Estate Investment Trust, a joint venture between Griffin-American Healthcare REIT III, Inc. and NorthStar Healthcare Income Inc.
• Represented CB Richard Ellis Investors, a leading global real estate investment management firm, in its acquisition of a majority interest in Atlanta-based Wood Partners, L.L.C., a multifamily real estate developer, on behalf of one of CBRE Investors' institutionally sponsored funds.

Indiana University School of Law, JD, summa cum laude
Order of the Coif
Managing Editor, Indiana Law Journal

Rhodes College, BA, summa cum laude
Phi Beta Kappa

• イリノイ州弁護士