Gregory E. Pessin is Chair of Wachtell Lipton’s Restructuring and Finance Department. He focuses on representing borrowers with respect to all types of financing for mergers and acquisitions and other transformative corporate transactions. He also regularly represents parties to high-stakes conflicts involving debt and financing issues, and advises investors in and purchasers and sellers of distressed entities.

Since 2020, Greg has advised on more transactions by dollar value than any other attorney in North America. MergerLinks has repeatedly named Greg the top financing lawyer in North America. The IFLR1000 recognizes him as a “Market Leader”—“one of the true leaders and standout performers” in his field, with a “track record of high-profile innovative deals.” Lawdragon lists Mr. Pessin as one of the 500 Leading Dealmakers in America and one of the 500 Leading Lawyers in America, and the Legal 500 highlights Greg’s reputation for providing “practical and value-added solutions & advice.” Mr. Pessin has also been recognized by Expert Guides and Super Lawyers.

In his financing practice, Mr. Pessin has represented, among others:

• Salesforce in connection with its record-breaking $25 billion leveraged share buyback, on financing for its $8 billion acquisition of Informatica, its $27.7 billion acquisition of Slack and its $6.5 billion acquisition of MuleSoft, and on $6 billion of other financing transactions;
• Broadcom with respect to $32 billion of committed and permanent financing to fund its acquisition of VMware, $18 billion of committed financing to fund its acquisition of CA, Inc. and $15.5 billion of committed financing to fund its acquisition of the enterprise security business of Symantec Corporation and to refinance certain debt, and on more than $19 billion of other bond financing transactions;
• Dick’s Sporting Goods on committed bridge financing and permanent bank financing with respect to its $2.5 billion acquisition of FootLocker, and on more than $3.5 billion of other debt-related transactions, comprising credit facilities, senior notes and convertible notes;
• AbbVie on $20 billion of committed bank and permanent bond financing to fund its acquisition of ImmunoGen and related transactions, on bridge financing commitments and a $16.7 billion notes offering to fund its acquisition of Pharmacyclics, and on more than $16 billion of other financing transactions;
• Palo Alto Networks on all financing aspects of its $25 billion acquisition of CyberArk;
• Nasdaq a more than $9 billion of committed bridge financings, euro- and dollar-denominated senior notes and term loans to find its acquisitions of Adenza, Verafin and  International Securities Exchange;
• Cigna with respect to bridge and permanent financing for its $67 billion acquisition of Express Scripts;
• Pinterest, Inc. on its $1 billion issuance of convertible notes to Elliott and related share repurchases;
• Motorola Solutions with respect to committed bank financing and a notes offering to fund its $4.4 billion acquisition of Silvus Technologies and with respect to its $1 billion issuance of convertible notes to Silver Lake;
• Gibraltar Industries with respect to $1.35 billion of committed bank financing for its acquisition of OmniMax;
• XPO Logistics on more than $17 billion of financing transactions, including in connection with its €3.24 billion acquisition of Norbert Dentressangle S.A., its $3 billion acquisition of Con-way and its spin-offs of GXO Logistics and RXO;
• Kimco Realty Corporation in its $2 billion acquisition of RPT Realty, in its $3.9 billion acquisition of Weingarten Realty and on more than $8.5 billion of other financing transactions;
• Affiliates of Towerbrook Capital Partners with respect to financing for their $8.9 billion acquisition, with CD&R, of R1 RCM;
• An investor group led by Derek Jeter in connection with the financing of its acquisition of the Miami Marlins;
• Becton-Dickinson on more than $2.1 billion of secured bond and bank financing in connection with the spinoff of Embecta, and on the committed financing for the $17.5 billion combination of its biosciences and diagnostic solutions business with Waters;
• GXO Logistics on more than $4 billion of financing commitments and permanent bank and bond financing to fund its acquisitions of Wincanton and Clipper Logistics, on $1.6 billion of bank and bond financing in connection with its spin-off from XPO Logistics and on €500 million of other bond financing transactions;
• Thermo Fisher Scientific in connection with committed financing for its $7.2 billion acquisition of Patheon N.V., its $2.1 billion purchase of Dionex, its $13.6 billion acquisition of Life Technologies and its $10.6 billion purchase of Fisher Scientific;
• Pfizer with respect to $12 billion of committed bridge financing in connection with the combination of its off-patent drug business with Mylan;
• MDU Resources on all financing aspects of its spin-offs of Knife River Corporation, including on more than $1 billion of new high-yield bank and bond financings, and Everus Construction Group, including $525 million of new high-yield bank financings;
• Cabot Microelectronics Corporation on secured high-yield financing to fund its $1.6 billion acquisition of KMG Chemicals, Inc.;
• Affiliates of The Carlyle Group on their acquisitions of BenefitsMall, CFGI and Duff & Phelps;
• The J.M. Smucker Company on $9.75 billion of senior notes and term loan financing to fund its acquisitions of Hostess Brands and Big Heart Pet Brands;
• Tesla in connection with its $2.6 billion acquisition of SolarCity;
• Regency Centers on financing matters in connection with its $15.6 billion combination with Equity One;
• PVH on financing of its $3 billion purchase of Tommy Hilfiger and its $3 billion acquisition of Warnaco, and on more than $15 billion of other financing transactions;
• Abbott Laboratories on its spinoff of AbbVie (including with respect to $14.5 billion of senior bank and bridge financings and $14.7 billion of senior notes);
• Cousins Properties on financing issues in its merger with Parkway Properties and simultaneous spin-off of the Houston-based assets of both companies and on its acquisition of Tier Reit; and
• Global Payments on financing matters in connection with its $21.5 billion merger with Total System Services.

Greg’s roles in high-stakes disputes involving debt and financing issues include representing Twitter in is litigation with, and ultimate acquisition at the originally agreed $44 billion purchase price by, Elon Musk; negotiating the global resolution of a multi-jurisdictional dispute regarding ownership of an international business conglomerate; providing expert advice on the central issue in an arbitration relating to a multi-billion dollar failed cross-border acquisition in Brazil; and counseling the senior secured term lenders to Spectrum Brands, Inc. in a contested bankruptcy in which Spectrum and its junior note holders attempted to reinstate his clients’ $1 billion secured term debt facility.

In the distressed and restructuring space, among other projects, Greg has represented Google Inc. as the stalking horse bidder in Nortel Networks’ $4.5 billion sale of its patent assets in a §363 sale in bankruptcy; XPO Logistics as purchaser of 28 logistics service centers from Yellow in a §363 sale in bankruptcy; Penn National Gaming as stalking horse bidder for the Fontainebleau Las Vegas in a §363 sale in bankruptcy; and affiliates of Apollo Management in connection with their acquisition of Aleris International through a pre-negotiated bankruptcy reorganization plan.

Greg received a B.A. from Duke University in 2001, where he was the editor of The Chronicle, the daily independent newspaper of the university community. Greg is currently a member of the Board of Directors of Duke Student Publishing Company.

He received a J.D. with honors from The University of Chicago Law School in 2005, where he was named a member of the Order of the Coif and was a member of The University of Chicago Law Review. Greg recently served as co-chair of the Law School’s 1902 Leadership Committee and is currently a member of the Law School Council.