Jesse Kalashyan

Jesse Kalashyan is an associate in the firm’s Business Law department and a member of its Technology M&A practice. Jesse has extensive transactional experience, having advised public and private companies and financial sponsors in connection with strategic acquisition and sale transactions, asset acquisition and sale transactions, tender and exchange offers, SPAC and de-SPAC transactions, initial public offerings, equity and debt offerings, takeover defense, and minority investments. His representation of clients spans a number of industries, including technology, life sciences, cybersecurity, aerospace defense, gaming and entertainment, healthcare and consumer products transactions across North America, Europe, Asia, and Africa.

Jesse is admitted in California only: his practice is supervised by DC-admitted lawyers at Goodwin.

• Represented a leading behavioral and mental health company in connection with its $355 million acquisition by a private equity fund
• Represented Infostar LLC (d/b/a Lodestone), a digital engineering quality assurance provider for new age digital companies, in connection with its $105 million acquisition by Tech Mahindra
• Represented Edgio, Inc., a leading provider of edge cloud services, in its $55 million acquisition of Moov Corporation
• Represented Gamma Networks, Inc., an AI-powered event driven security awareness training solution, in connection with its $20.4 million acquisition by Palo Alto Networks, Inc.
• Represented Total Produce plc in connection with its acquisition and subsequent public listing of Dole Food Company, Inc., the largest fresh produce deal in history creating a company with a combined 2020 revenue of approximately $9.7 billion*
• Represented Esterline Technologies Corporation, a global aerospace and defense product manufacturer, in connection with its $4 billion acquisition by TransDigm Group Inc.*
• Represented Caesars Entertainment Corporation in connection with its $17.3 billion acquisition by Eldorado Resorts, Inc., creating the largest United States gaming company*
• Represented Zayo Group Holdings, Inc., a global communications infrastructure company, in connection with its $14.3 billion acquisition by affiliates of private equity funds Digital Colony Partners and the EQT Infrastructure IV fund*
• Represented Lowe Enterprises in connection with its $405 million sale of Two Roads Hospitality LLC, a global hotel management company, to Hyatt Hotels Corporation*
• Represented Global Indemnity Group, LLC, a provider of specialty property and casualty insurance, in connection with its redomicile to the United States via a series of mergers and a Cayman Islands scheme of arrangement*
• Represented a special committee of the board of directors of Nordstrom, Inc. in connection with a proposal by members of the Nordstrom family to increase their ownership stake in the company to over 50%*
• Represented a Silicon Valley supplier of analog and mixed-signal semiconductors in connection with its proposed acquisition of Quantenna Communications, Inc.*
• Represented a private equity firm and a foreign sovereign wealth fund in connection with their proposed purchase of a minority stake in a major film production and mass media company*
• Represented Jakks Pacific, Inc., a designer and marketer of toys, in connection with its pursuit of a strategic transaction with Hong Kong Meisheng Cultural Company Limited, in which Meisheng’s ownership stake would increase to 51%*

• Represented the underwriters in connection with the $360 million initial public offering of Blend Labs, Inc., a cloud-based software platform for financial services firms
• Represented Doximity, a leading digital platform for US medical professionals, in connection with its $605.8 million initial public offering
• Represented Osprey Technology Acquisition Corp., a technology-focused special purpose acquisition company, in connection with a $180 million private investment in public equity transaction occurring simultaneously with its $1.1 billion acquisition of BlackSky Holdings, Inc.*
• Represented Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities Americas Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as joint bookrunning managers, in connection with Fidelity National Information Services, Inc.’s $1 billion offering of senior notes*
• Represented Viking Cruises Ltd in connection with its simultaneous $350 million offering of senior notes and $350 million offering of senior secured notes*
• Represented Viking Cruises Ltd in connection with its $675 million offering of senior secured notes*
• Represented Noble Corporation plc, an offshore drilling contractor, in connection with certain corporate aspects of its Chapter 11 reorganization, including its $216 million issuance of senior secured second priority PIK toggle notes*
• Represented J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Mizuho Securities USA LLC and RBC Capital Markets, LLC, as joint bookrunning managers, in connection with Brixmor Property Group Inc.’s $400 million offering of senior notes*
• Represented the various sales agents in connection with Crown Castle International Corp.’s establishment of an at the market program for its common stock totaling up to $750 million*
• Represented J.C. Penney Company, Inc. in connection with its $400 million offering of senior secured second priority notes and concurrent cash tender offers to purchase up to $95 million of its outstanding senior notes due 2019 and up to $225 million of its outstanding senior notes due 2020*
• Represented J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint bookrunning managers, in connection with American Homes 4 Rent, L.P.’s $500 million inaugural offering of senior notes*
• Represented J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Jefferies LLC, as underwriters, in connection with a secondary offering by certain selling stockholders of 2.5 million shares of the Howard Hughes Corporation*

* Denotes experience prior to joining Goodwin.

Prior to joining Goodwin, Jesse was an associate in the Los Angeles office of Skadden, Arps, Slate, Meagher & Flom LLP.

While in law school, Jesse served on the Michigan Business & Entrepreneurial Law Review. In addition, Jesse also joined the United States Mission to the World Trade Organization for a semester-long externship in Geneva, Switzerland, representing the United States during negotiations with foreign delegates and in connection with international trade disputes.

Jesse was recognized by the Armenian Bar Association as a Top 20 Under 40 lawyer.

Author, “The Game Behind the Game: UEFA's Financial Fair Play Regulations and the Need to Field a Substitute,” European Competition Journal, 18:1, 21-81, DOI: 10.1080/17441056.2021.1935570, June 21, 2021