David E. Shapiro is a partner in the Corporate Department at Wachtell, Lipton, Rosen & Katz. David focuses on mergers and acquisitions and complex securities transactions. He has been involved in numerous major corporate merger, acquisition and buyout transactions, strategic defense assignments, hostile bids and proxy contests. He also counsels boards of directors and board committees on corporate governance matters. David was named by The American Lawyer as a Dealmaker of the Year and has been featured in The New York Times’ Facebook of Wall Street’s Future. He is a frequent author and speaker on topics relating to mergers and acquisitions and corporate governance and is the contributing editor of Getting the Deal Through: Banking Regulation.

David is actively engaged in numerous philanthropic and pro bono pursuits and is currently a member of the Boards of the Jewish Museum and the Penn Institute for Urban Research and was for many years on the Boards of The Door, a not-for-profit comprehensive youth services agency and also University Settlement, a not-for-profit settlement house located in New York City.

David received a B.S. from the Wharton School of the University of Pennsylvania in 1990. He completed a J.D. summa cum laude from the University of Pennsylvania Law School in 1999 where he was awarded the Peter McCall Prize for being first in his class.

David lives with his wife and three dogs in Manhattan, where they raised their son and daughter.

Significant transactions include:

Mergers and Acquisitions

Financial Services and Insurance

• Fortress in its $130 million strategic investment in Nassau Financial Group
• Mr. Cooper Group in its $324 million acquisition of Home Point Capital
• Rockefeller Capital Management in its $622 million sale of a minority interest to IGM Financial Inc.
• Mr. Cooper Group in the sale of its reverse mortgage servicing portfolio to affiliates of Mortgage Assets Management, LLC
• Cadence Bancorporation in its $6 billion all-stock merger of equals with BancorpSouth Bank
• Mr. Cooper Group in the $500 million sale of its title business to Blend Labs
• Rockefeller Capital Management in its acquisition of Whitnell & Co., a subsidiary of Associated Banc-Corp
• Warburg Pincus in the $700 million acquisition of Watford Holdings Ltd., by Arch Capital Group Ltd., Warburg Pincus and Kelso & Company
• Hilltop Holdings in the $150 million sale of its subsidiary, National Lloyds Corporation, to Align Financial Holdings
• Rockefeller Capital Management in its acquisition of Financial Clarity
• Mechanics Bank in its $2.1 billion acquisition of Rabobank, N.A.
• Cadence in its $1.4 billion acquisition of State Bank
• Hilltop Holdings in its $85 million acquisition of The Bank of River Oaks
• National Bank Holdings in its $143 million acquisition of Peoples
• Capital Bank in its $2.2 billion merger with First Horizon
• FBR & Co. in its $160.1 million acquisition by B. Riley Financial
• Promontory Financial Group in its acquisition by IBM
• Cathay General Bancorp in its $356 million acquisition of Far East National Bank
• Suffolk Bancorp in its $400 million sale to People’s United Financial
• Capital Bank Financial in its $350 million acquisition of CommunityOne Bancorp
• Sterne Agee Group in its sale of its equity sales, trading and research division to CRT Capital
• Sterne Agee Group in its $150 million acquisition by Stifel Financial
• Sterne Agee Group in its sale of its FBC Mortgage subsidiary to the founders of FBC Mortgage
• National Bank Holdings in its $14 million acquisition of Pine River Bank
• Cathay General Bancorp in its $126 million acquisition of Asia Bancshares
• Hilltop Holdings in its $315 million acquisition of SWS Group
• Suffolk Bancorp in the sale of its trust and wealth management business to Beacon Trust Company
• KKR Financial Holdings in its $2.6 billion all-equity acquisition by KKR, its external manager
• Hilltop Holdings and PlainsCapital Bank in their FDIC-assisted acquisition of certain assets and deposits of First National Bank, Edinburg, Texas
• The Transaction Committee of the Board of Directors of Jefferies in its $2.6 billion merger with Leucadia National Corporation
• CertusBank in its stock acquisition of Quadrant Financial, Inc. from First Chatham Bank and other shareholders of Quadrant
• Suffolk Bancorp in its $31 million asset sale to multiple purchasers
• MCG Capital in its $175 million sale to PennantPark
• CertusBank, N.A., a subsidiary of Certus Holdings, Inc., in its stock purchase of all outstanding capital stock of Myers Park Mortgage, Inc.
• Trustmark Corporation in its $55 million acquisition of BancTrust Financial Group, Inc.
• Capital Bank Financial Corp. in its approximately $48 million stock acquisition of Southern Community Financial Corporation
• Encore Bancshares, Inc. in its $250 million all-cash sale to Cadence Bancorp, LLC
• Alleghany Corporation in its $3.4 billion acquisition of Transatlantic Holdings
• NBH Holdings Corp. in an FDIC-assisted acquisition of certain assets and deposits of Community Banks of Colorado by Bank Midwest, N.A., a wholly owned subsidiary of NBH Holdings Corp. for $1 billion
• North American Financial Holdings, Inc. in its purchase for $68.7 million of all of the securities issued by Green Bankshares Inc. to the U.S. Treasury under the Troubled Asset Relief Program
• NBH Holdings Corp. in its acquisition of 16 Community Banks of Colorado banking centers, as well as the Community Banks of Colorado name
• NBH Holdings Corp. in an FDIC-assisted acquisition of certain assets and deposits of Bank of Choice by Bank Midwest, N.A., a wholly owned subsidiary of NBH Holdings Corp. for $1 billion
• North American Financial Holdings, Inc. in its purchase of $217 million of Green Bankshares’ common stock
• Community Bancorp LLC in the acquisition by its subsidiary, Superior Bank, National Association, of Superior Bank, FSB from the FDIC for $3.0 billion in an asset sale (purchase & assumption with loss share)
• NBH Holdings Corporation in its purchase of certain Hillcrest Bank assets
• Community Bancorp in its acquisition of Cadence Financial and Cadence Bank and associated purchase of TARP preferred stock and warrants issued by Cadence to the U.S. Department of the Treasury, topping Cadence’s prior agreement to be sold to Trustmark Corporation
• NBH Holdings Corporation in its purchase of Bank Midwest
• Bankrate Inc in its $571 million sale to BEN Holdings, Inc., a subsidiary of Apax Partners
• Bank of America N.A. in its joint venture with First Data Corporation and Rockmount Investments, LLC
• Cowen Group, Inc. in its $194.8 million merger with Ramius LLC, in a stock swap reverse takeover transaction
• Ameriprise Financial, Inc. in its $315 million acquisition of H&R Block Financial Advisors from H&R Block
• CIT Group in its $5.9 billion asset sale of its home lending business to Lone Star Fund VI (U.S.), L.P. and in its $1.4 billion exchange offer for certain of its outstanding notes and all of its outstanding equity units
• ChoicePoint in its $4.1 billion sale to Reed Elsevier plc
• Cathay General Bancorp in its acquisition $9.4 million acquisition of United Heritage Bank
• The Special Committee to the Board of Directors of TD Banknorth in its $3.2 billion acquisition by TD Bank Financial Group
• Cathay General Bancorp in its $101 million acquisition of Great Eastern Bank
• Commercial Federal Corporation in its $1.46 billion acquisition by Bank of the West
• Lend Lease Corporation in its sale of its mezzanine loan business to CDP Capital
• CertusBank, N.A. in its strategic investment in Monarch Business and Wealth Management Holdings, LLC
• Primus Guaranty, Ltd. in its $51.6 million minority acquisition of XL Insurance (Bermuda) Ltd. shares by EBF & Associates, L.P. and its amendment to the Shareholders Agreement

Energy

• Marathon Petroleum Corporation in the $21 billion acquisition of its Speedway business by 7-Eleven
• Freeport-McMoRan in the sale of its onshore California oil and gas properties to Sentinel Peak Resources California for $742 million, including contingent consideration
• Freeport-McMoRan in the sale of its deepwater Gulf of Mexico properties to Anadarko Petroleum Corporation for total cash consideration of $2.0 billion and up to $150 million in contingent payments
• Freeport-McMoRan Copper & Gold in its $6.9 billion acquisition of Plains Exploration & Production
• Freeport-McMoRan Copper & Gold in its $3.4 billion acquisition of McMoRan Exploration
• Smith International in its $11 billion merger with Schlumberger Limited
• Smith International in its $2.9 billion acquisition of W-H Energy Services

REIT

• Kimco in its all-stock acquisition of RPT Realty for $2.3 billion, to create a business with total enterprise value of $22 billion
• Bluerock Residential Growth REIT in its $3.6 billion sale to Blackstone Real Estate and simultaneous spin-off of its single-family rental business into a publicly traded REIT
• Kimco in its merger with Weingarten to an create open-air shopping center and mixed-use real estate owner with a pro forma total enterprise value of $20.5 billion
• Cousins Properties in its $7.8 billion combination with TIER REIT
• Cousins Properties in its merger with Parkway Properties and simultaneous spin-off of their combined Houston assets, creating two publicly-traded REITs with a combined gross asset value of $7 billion
• Public Storage in its $606 million sale of 51% of Shurgard Europe to the New York Common Retirement Fund
• American Financial Realty Trust in its $3.4 billion sale to Gramercy Capital Corp.
• Tishman-Speyer in its $22.2 billion acquisition of Archstone-Smith (with Lehman Brothers)
• Ventas in its $1.8 billion acquisition of Sunrise Senior Living REIT
• Reckson Associates in its $3.8 billion acquisition by SL Green Realty and in responding to the $4.3 takeover bid launched by Carl Icahn and Macklowe Properties
• Kimco in its $4 billion acquisition of Pan Pacific Retail Properties
• Public Storage in its successful $5 billion hostile acquisition of Shurgard
• Morgan Stanley Real Estate and Onex Real Estate in their $1.7 billion acquisition of The Town and Country Trust
• Kimco in its $63 million acquisition of Atlantic Realty Trust
• Sears, Roebuck and Co. in its $621 million acquisition of up to 61 off-mall stores from Kmart Corporation
• Lend Lease in its $51 million sale to Rabobank Group
• Lend Lease in its $42 million sale to Wachovia
• Lend Lease in its sale of its U.S. real estate equity investment businesses to Morgan Stanley
• Lend Lease in its $102 million sale to Municipal Mortgage & Equity
• Lend Lease in its $157 million sale of its real estate debt business to GMAC Commercial Mortgage Corporation
• Bernheim Comofi S.A. in its €525 million acquisition by Fortis AG
• Security Capital Group in its $5.541 billion acquisition by General Electric Capital
• Security Capital Group in its $1.8 billion acquisition of Storage USA

Retail

• CK in its sale for $509 million in cash to an affiliate of Apollo Global Management
• Longs Drug Stores Corporation in its $2.9 billion sale to CVS Caremark Corporation, and in responding to an activist campaign by Pershing Square initiated in response to the agreed transaction
• Dollar General in its $7.3 billion acquisition by Kohlberg, Kravis, Roberts & Co.

Technology, Media, Telecom

• Comcast in its $65 billion bid for assets of Twenty-First Century Fox
• Blackhawk Network Holdings in its $3.5 billion acquisition by Silver Lake and P2 Capital Partners
• CBS in the $2 billion sale of CBS Radio to Entercom Communications
• Verizon Communications in its $4.83 billion acquisition of Yahoo!’s operating business
• Lionsgate in its sale of interests in Pop Media Group to CBS Corporation
• Lions Gate Entertainment in its $4.3 billion merger with Starz
• Lions Gate Entertainment in its entry into commercial agreements with Liberty Global and Discovery Communications and in the acquisition by Liberty Global and Discovery Communications of a minority stake in Lions Gate from MHR Fund Management
• RealD in its $551 million leveraged buyout by Rizvi Traverse Management
• AOL in its $274 million acquisition of Millennial Media
• Cox Automotive in its $4 billion acquisition of Dealertrack Technologies
• Geeknet in its $140 million sale to GameStop, which made a topping bid after Geeknet had agreed to be acquired by Hot Topic
• Geeknet in its sale to Hot Topic
• AOL in its $4.4 billion sale to Verizon Communications
• Lionsgate in its acquisition of a minority interest in Starz from John Malone in exchange for a minority interest in Lionsgate
• Jewish Telegraphic Agency in its merger with MyJewishLearning
• Geeknet in its $3.5 million purchase of substantially all of the assets of Treehouse Brand Stores
• URS in its $6 billion sale to AECOM Technology
• Ideeli in its $43 million sale to Groupon
• CBS in the $225 million sale of its international outdoor advertising business to affiliates of Platinum Equity
• Leap Wireless in its $1.2 billion sale to AT&T
• Lions Gate Entertainment and One Equity Partners in their respective sale of interests in TV Guide Entertainment Group to CBS Corporation, and Lions Gate Entertainment in its subsequent joint venture with CBS for the operation of TV Guide Enter
• Geeknet in its $20 million sale of its online media business to Dice Holdings
• AOL in its auction and subsequent $1.1 billion sale of most of its patent portfolio to Microsoft and in its successful defense against the proxy contest launched by Starboard Value
• Lions Gate Entertainment in its $412.5 million acquisition of Summit Entertainment, LLC
• CenturyTel in its $22.4 billion combination with Qwest Communications
• CenturyTel in its $11.6 billion acquisition of EMBARQ
• Gemstar in its $2.8 billion sale to Macrovision Corporation
• Goldman Sachs Capital Partners in its $2.3 billion acquisition (with CanWest Global Communications) of Alliance Atlantis Communications
• Universal Corporation in its $527 million sale of the non-tobacco businesses of Deli Universal to NIBC Principal Investments and management of the non-tobacco businesses
• Intelsat in its $6.4 billion acquisition of PanAmSat
• Journal Register Company in its $415 million acquisition of 21st Century Newspapers
• GlobeSpan in its $630 million merger with Virata

Other Significant M&A Transactions

• Cigna in its $5.75 billion sale of its life, accident and supplemental benefits business in certain countries to Chubb
• Alex Rodriguez and Marc Lore in the acquisition of the Minnesota Timberwolves and Minnesota Lynx
• Evernorth Health, a wholly owned subsidiary of Cigna, in its acquisition of MDLIVE
• Cigna in its $67 billion acquisition of Express Scripts
• The Home Depot in its $8.5 billion sale of its HD Supply and CND Holdings units to The Carlyle Group, Clayton, Dubilier & Rice and Bain Capital Partners
• Triumph Group in its $1.44 billion purchase of Vought Aircraft Industries from The Carlyle Group
• Chicago Bridge & Iron Company in its $3 billion acquisition of The Shaw Group

Securities Offerings and Financings

• Lions Gate Entertainment in its $1 billion senior notes offering
• Guild Holdings in its $97.5 million initial public offering
• Hilltop Holdings in its $400 million modified Dutch auction tender offer to repurchase its common stock
• NMI Holdings in its $400 million senior secured notes offering
• NMI Holdings in its $230 million underwritten offering of common stock
• Hilltop Holdings in its $200 million fixed-to-floating rate subordinated notes offering
• Cousins Properties in its $650 million private placement of senior unsecured notes in connection with its acquisition of TIER REIT
• Cadence Bancorporation in its $355 million secondary offering of common stock by Cadence Bancorp
• Cadence Bancorporation in its $500 million secondary offering of common stock by Cadence Bancorp
• NMI Holdings in its $84 million underwritten offering of common stock
• Cadence Bancorporation in its $200 million secondary offering of common stock by Cadence Bancorp
• Cadence Bancorporation in the $200 million secondary offering of common stock by Cadence Bancorp
• Cadence Bancorporation in its $150 million initial public offering
• NMI Holdings in repricing and extending its $150 million senior secured term loan facility
• CBS Radio in its $1.7 billion financing transactions
• Key Energy Services in its $1 billion debt restructuring through a pre-packaged Chapter 11 plan
• CBS in connection with the initial public offering of CBS Radio
• Lions Gate Entertainment in the underwritten offering of Lions Gate common shares by Bank of America, as counterparty to certain derivatives transactions with Liberty Global and Discovery Communications, with J.P. Morgan as underwriter
• NMI Holdings in its $150 million senior secured term loan facility
• Lions Gate Entertainment in the $368 million underwritten secondary offering of its common shares by investment funds affiliated with MHR Fund Management
• Hilltop Holdings in its $150 million private offering of senior notes
• Sears Holdings in its $625 million rights offering of senior notes and warrants to purchase common stock
• Sears Holdings in its $380 million rights offering of a 40% interest in Sears Canada
• Cathay General Bancorp in the $13 million resale of TARP warrants to the public by the U.S. Department of the Treasury
• WL Ross & Co in connection with a $273 million rights offering by EXCO Resources
• NMI Holdings in its $31.4 million initial public offering
• Mohegan Tribal Gaming Authority in its $500 million unregistered senior notes offering, $955 million first lien credit facilities and related refinancing transactions
• Lions Gate Entertainment in its $450 million second-lien notes and term loan financing and redemption of $432 million of outstanding notes
• CBS Outdoor Americas in its initial public offering
• Lions Gate Entertainment in its sale of $60 million of convertible notes to Kornitzer Capital Management
• Suffolk Bancorp in its $25 million private placement with institutional investors
• National Bank Holdings in its $158 million initial public offering
• Capital Bank Financial (f/k/a North American Financial Holdings) in its $180 million initial public offering
• Community Bancorp in its $1 billion capital raise
• North American Financial Holdings in its $175 million private placement of TIB Financial Corp.
• Triumph Group in its $350 million senior notes offering
• Cathay General Bancorp in its $115 million common stock offering
• Cathay General Bancorp in its $50 million equity offering
• Smith International in its $742 million equity offering
• CIT Group in its $2.33 billion preferred stock sale and $1.5 billion common stock and convertible preferred stock offering
• American International Group in a $349 million secondary offering of shares of IPC Holdings
• Ameriprise Financial in its $500 million public offering of junior subordinated notes
• Cigna in its $3 billion term loan and $3.25 billion revolving credit agreements in connection with its acquisition of Express Scripts
• Kimco Realty Corporation in its $400 million term loan credit agreement
• The Mohegan Tribal Gaming Authority in its $1.6 billion refinancing
• CIT Group in its $3 billion refinancing agreement and its $1 billion debt tender offer
• CIT Group in its $3 billion refinancing agreement and its $1 billion debt tender offer
• GMAC LLC in its provision of dealer wholesale and retail financing for Chrysler following Chrysler’s Chapter 11 filing
• Cousins Properties in its $650 million private placement of senior unsecured notes in connection with its acquisition of TIER REIT

Special Committee Assignments

• Special Committee of the Board of Directors of Madison Square Garden Entertainment in its all-stock acquisition of MSG Networks
• Special Committee of the Board of Directors of International Speedway Corporation in its $2.0 billion sale to NASCAR
• The Special Committee of the Board of Directors of New Senior Investment Group in the internalization of the company’s management function
• The Special Committee of the Board of Directors of New Senior Investment Group in the termination of certain lease arrangements and entry into property management agreements with affiliates of Holiday Retirement
• Special Committee of the Facebook Board of Directors in the reclassification of Facebook’s capital structure, including the creation of a new class of publicly listed, non-voting common stock
• The Transaction Committee of the Board of Directors of Heinz in its $28 billion sale to Berkshire Hathaway and 3G Capital
• The Transaction Committee of the Board of Directors of Jefferies in its $2.6 billion merger with Leucadia National Corporation
• The Special Committee to the Board of Directors of TD Banknorth in its $3.2 billion acquisition by TD Bank Financial Group