Karessa Lin Cain

Karessa Cain is a partner in Wachtell, Lipton, Rosen & Katz’s Corporate Department, where she focuses on mergers and acquisitions, corporate governance, and corporate and securities matters. She has worked on a wide range of transactions, including domestic and cross-border acquisitions, private equity transactions, spin-offs, takeover defense, shareholder activism and proxy contests, joint ventures and capital market transactions.

Karessa was selected “Dealmaker of the Year” by The American Lawyer (2020) for her representation of Arconic Inc. in its exploration of strategic alternatives.

Representations by Karessa include:

• eBay in its sale of StubHub to viagogo for $4.05 billion, its divestiture of its Classifieds business to Adevinta ASA for $9 billion, its $2.25 billion sale of Adevinta shares to Permira, and its divestiture of an 80% stake in its Korean businesses for $3 billion
• VEREIT, Inc. in its all-stock acquisition by Realty Income Corporation to create a combined company with an enterprise value of $50 billion
• II-VI Incorporated in its pending $7 billion acquisition of Coherent, Inc. and its $1.8 billion equity investment from Bain Capital
• Terminix Global Holdings, Inc. (formerly known as ServiceMaster Global Holdings, Inc.) in its spin-off of Frontdoor, Inc. and $486 million debt-for-equity exchange, its divestiture of its ServiceMaster Brands business to Roark Capital for $1.5 billion, and its pending acquisition by Rentokil Initial plc for $6.7 billion
• Independent Transaction Committee of the Board of Directors of Discovery, Inc. in its pending acquisition of WarnerMedia from AT&T Inc., in a Reverse Morris Trust transaction that values the combined entity at $130 billion, and previously in its agreement to exchange $5 billion of preferred stock held by Advance/Newhouse Programming Partnership
• Alcoa Inc. in its separation into two public companies, Arconic Inc. and Alcoa Corporation, and Arconic Inc. in its separation into two public companies, Arconic Corporation and Howmet Aerospace
• Arconic Inc. in its proxy contest and settlement agreements with Elliott Management
• Visa Inc. in its €19 billion acquisition of Visa Europe Ltd.
• Apollo Global Management’s affiliated funds in their $5.1 billion acquisition of Intrado Corporation (formerly known as West Corporation) and Intrado’s $690 million divestiture of its Health Advocate business, their acquisition of Rio Tinto plc’s Alcan Engineered Products business (later renamed Constellium N.V.) and the subsequent IPO of Constellium N.V., and their pending acquisition of Tenneco Inc. at an enterprise valuation of $7.1 billion
• Gramercy Property Trust in its merger with Chambers Street Properties, and subsequently in its $7.6 billion acquisition by affiliates of Blackstone Real Estate Partners VII
• Abbott Laboratories in its $55 billion spin-off of AbbVie, and AbbVie in its $14.7 billion bond offering
• NYSE Euronext in its attempted $23.4 billion cross-border merger of equals with Deutsche Börse and its successful defense against a hostile takeover attempt by Nasdaq OMX
• Morgan Stanley in forming the Morgan Stanley Smith Barney joint venture with Citigroup, Inc. and subsequent acquisition by Morgan Stanley of Citigroup’s interest in the joint venture at an implied 100% valuation of $13.5 billion

Karessa received her B.A. cum laude from Yale College in 2000.  She received her J.D. from Columbia Law School in 2004, where she was a James Kent Scholar and a Harlan Fiske Stone Scholar.  Following graduation from law school, she served as a law clerk to the Honorable J. Clifford Wallace of the U.S. Court of Appeals for the Ninth Circuit.

She is a Fellow of the American College of Governance Counsel and the American Bar Foundation, and a member of the New York and American Bar Associations.  

Karessa is also a member of the Board of Trustees of Prep for Prep, a non-profit organization that prepares promising students of color in New York City for success at independent schools.