Technology transformation, strategic alliances with technology providers and sourcing arrangements are increasingly important pillars of business. Financial services institutions, energy companies, international food giants, cross-border retail operations, multinational telecommunications companies and media and technology leaders all need to ensure delivery of the best possible product or service to customers while adapting to ever-changing technologies, markets and business objectives.
Advising on complex transactions and sourcing arrangements
Clients turn to us to help them assess and overcome commercial, legal, regulatory and structural risks, while focusing on driving innovation and reducing costs. Our Technology Transactions Group, one of the largest of any global law firm, offers decades of knowledge and experience. Our work ranges from structuring, negotiating and implementing complex sourcing and strategic alliances to advising on cybersecurity, Big Data and data management concerns. We advise on pricing, performance and governance – all with a view to developing sustainable relationships that serve our clients' objectives.
Our lawyers have advised on many of the landmark sourcing arrangements undertaken to date. We have served as counsel to some of the world’s most prominent companies in connection with their information technology and sourcing needs. Clients benefit from our ability to support the implementation of enterprise-level cloud computing solutions and "As-a-Service" offerings in the financial services and other industries. We have also been a world leader in incorporating ITIL, SEI and other IT standards-based processes into our approach to IT transactions.
Putting our technology transactions experience to work for our clients
Clients benefit from our focus on the entire operating model, with an emphasis on the critical integration issues that exist in any multi-vendor environment. With that perspective, we help design pricing methodologies and performance regimes that provide agility and transparency and incentivize desired behaviors.
In working with our clients, we focus on governance rather than contract administration. We have developed panel governance systems and tools aimed at enhancing governance and cooperation between the customer and its suppliers in a multi-vendor IT environment. This not only increases cooperation and efficiency, but serves to 'future-proof' arrangements to accommodate unanticipated changes and developments in a systematic and disciplined manner.
Our support for technology transactions continues beyond the initial transaction. We advise our clients on successfully managing long-term relationships with suppliers, implementing sustainable governance models and resolving disputes. A focus on post-transaction execution enables our clients to optimize the arrangement and achieve value and cost-savings.
AWARDS & RECOGNITION
White & Case LLP is a popular choice with clients who praise the firm's 'exceptional customer focus and speed of advice,' and its 'tremendous breadth of knowledge and skills'.
Legal 500 2022
Respectable transactional practice with considerable expertise in the technology and outsourcing sector, and experience acting for clients in the financial services, social media and biotechnology sectors.
Chambers USA 2022
Longstanding technology practice with the experience to handle both transactions such as M&A, IP licensing and strategic partnerships, and the development and acquisition of new tech projects.
"'[The White & Case] team has a strong understanding of in-house needs and the complexities involved with global technology companies. White & Case is able to consistently provide comprehensive goal-oriented advice that goes beyond just stellar legal counsel.'"
Client Testimonial – Legal 500 US 2021
"Most Innovative" law firm in Europe
White & Case ranked #1 for Global
Cross-Border M&A by value
Technology and Software
- Representation of Meta Platforms on numerous transactions, including in licensing and alliance transactions relating to Messenger, Instagram, and Marketplace.
- Representation of Google in connection with various IP licensing and strategy matters.
- Representation of Panasonic Corporation in its 20% strategic equity investment in and subsequent acquisition of Blue Yonder, a leading US end-to-end supply chain software provider with an estimated enterprise value of US$8.5 billion.
- Representation of Open-text Corp. (NASDAQ: OTEX, TSE: OTEX), one of Canada's largest software companies, in its US$75 million acquisition of XMedius, a provider of secure information exchange and unified communication solutions.
- Representation of NICE Ltd. (NASDAQ: NICE), a leading provider of both cloud and on-premises enterprise software solutions, in its acquisition of Guardian Analytics.
- Representation of AutoCruitment, LLC, a leading digital patient recruitment company, on its acquisition by QHP Capital, L.P., the management company for NovaQuest Private Equity.
- Representation of Riverbed Technology, a leading IT solutions provider that delivers secure, seamless digital experiences and accelerates enterprise performance to global corporations, on its sale to Vector Capital, a leading private equity firm specializing in transformational investments in established technology businesses.
- Representation of Harvest Partners in its acquisition of MRI Software, a leading provider of real estate management software solutions globally.
- Representation of NTT DATA, Inc., a recognized leader in global technology services, in its acquisition of Net eSolutions Corp.
- Representation of Sole Source Capital LLC, through its portfolio company Supply Chain Services, a premier provider of automatic identification and data capture and factory automation solutions, in its acquisition of Miles Data Technologies, a leading provider of barcode, RFID and mobility solutions.
- Representation of Investcorp in its majority investment in ICR, LLC, a leading strategic communications and advisory company; and in its acquisition of Multivision, LLC, an IT solutions and training provider.
Energy and CleanTech
- Representing one of the world's leading developers of direct air capture ("DAC") projects in the US and in multiple other countries, including advising on the intellectual property and technology aspects of (i) structuring of joint venture and financing arrangements for the development of DAC plants, (ii) analysis of government support for CCUS projects, including 45Q tax credits and grants from the Department of Energy under federal legislation supporting CCUS projects, (iii) arrangements for acquisition of pore space for storage of CO2 and transportation of CO2 to sequestration sites, (iv) fuel and water supply arrangements for DAC plants, (v) generation of carbon credits and monetization of such credits, including under the California Low Carbon Fuel Standard, (vi) negotiation of offtake arrangements for commercial use of the CO2, including for enhanced oil recovery, and (vii) related regulatory issues.
- Representation of Saudi Aramco, one of the world's largest integrated energy and chemical companies, on its acquisition of the Global Products Business of world-famous Valvoline, Inc., a world leader in lubricants technology, that operates a global network of research and development labs and distribution and customer services in 140 countries. The acquisition will complement Aramco's line of premium branded lubricant products, optimize its global base oils production capabilities, and expand Aramco's research and development activities, and partnerships with original equipment manufacturers.
- Representation of AMCI Acquisition Corp. II, a publicly traded special purpose acquisition company, on its merger with LanzaTech NZ, Inc. a market-leading innovator in carbon capture and transformation whose innovative, patented technology traps carbon that would be emitted during industrial processes and uses bacteria to convert waste gas into sustainable materials like fuels, fabrics and packaging.
- Representation of NRG Energy, Inc., a leading integrated power company, on its US$2.8 billion acquisition of Vivint Smart Home, Inc., a leading smart home platform company, for a total transaction value of US$5.2 billion, including the assumption of debt.
- Representation of Lightrock LLP ("Lightrock") and Lightrock Impact Climate Fund ("LCIF"), Lightrock's inaugural €860 million fund focused on growth-stage companies innovating towards a net-zero economy, in its US$75 million Series C co-investment in Group14 Technology, Inc., a global manufacturer and supplier of advanced silicon-carbon technology for lithium-silicon batteries based in Woodinville, Washington.
- Representation of EnCap Investments L.P., a leading private equity firm specializing in the energy industry, on its sale of Jupiter Power LLC, a leading operator and developer of stand-alone, utility-scale battery energy storage systems in the United States and a portfolio company of EnCap, to an affiliate of BlackRock Alternatives.
- Representation of AlphaStruxure, a joint venture between Schneider Electric and Carlyle Group and a leading Energy-as-a-Service provider, on its Integrated Fleet Electrification Infrastructure Project to Support Montgomery County, Maryland's Growing Electric Bus Fleet.
- Representation of Broad Reach Power LLC (Broad Reach), a leading utility-scale energy storage and renewable energy platform in the US, on its sale of a 50% equity interest to funds managed by Apollo.
- Representation of Macquarie Asset Management, the world's largest infrastructure manager, in its acquisition of DTG Recycle, Washington State's leading independent vertically integrated non-MSW recycling business.
- Representation of SoftBank Vision Fund in its investment in Energy Vault, a startup using ground-breaking technology to facilitate long-term energy storage based in Switzerland.
Consumer Goods and Retail
- Representation of digital security and privacy company Avast plc on its merger with NortonLifeLock Inc, which was structured as a takeover of Avast by NortonLifeLock. The newly merged company is Gen Digital, Inc.
- Representation of CVC Capital Partners in its acquisition of PDC Brands, a leading beauty and personal care products company that owns various world-famous brands, including Dr. Teal's, Cantu, Eylure, Elegant Touch, Salonsystem, Body Fantasies, BOD Man, Bodycology, ME! Bath, and Calgon.
- Representation of Panasonic Corporation in its US$1.545 billion acquisition of Hussman Corporation, a manufacturer of high-tech refrigerated display cases and food distribution systems.
- Representation of Pernod Ricard on its acquisitions of an additional minority stake in Sovereign Brands' portfolio of super premium wine and spirits brands, including Luc Belaire, Bumbu, McQueen and the Violet Fog, and Villon, and its acquisition of super premium bourbon and rye brand Rabbit Hole.
- Representation of Advance Stores Company, Inc., a wholly owned subsidiary of Advance Auto Parts, Inc. in its acquisition of the DIEHARD brand from Transform Holdco LLC.
- Representation of Roark Capital Group and Inspire Brands, Inc., owner of Arby's and Buffalo Wild Wings restaurant chains, in Inspire Brands' US$2.3 billion acquisition of Sonic Corp. (NASDAQ: SONC) and in the acquisition of Jimmy John's LLC, a fast food sandwich restaurant chain.
- Representation of Harvest Partners in its acquisition of Neighborly, a leading home services franchise platform for world-famous brands, including Aireserv, Dryer Vent Wizard, GlassDoctor, LawnPride, Molly Maid, Mosquito Joe, Mr. Rooter, Mr. Electric, Rainbow Restoration, the Ground Guys, and Window Genie.
- Representation of Dominus Capital, L.P., a leading private equity firm based in New York, announced today that it has entered into a definitive agreement to sell its platform of leading outdoor cooking brands, including Masterbuilt and Kamado Joe, to Middleby Corporation.
- Representation of Jersey Mike's Franchise Systems, Inc. in the issuance and sale under an existing whole business securitization by Jersey Mike's Funding, LLC, a special purpose vehicle subsidiary of Jersey Mike's Franchise Systems, Inc.,
- Representation of Guggenheim Securities, LLC and ING Financial Markets LLC as initial purchasers in the issuance and sale by a special purpose vehicle of Planet Fitness of US$425 million Series 2022-1 3.251% fixed rate senior secured notes, Class A-2-I and US$475 million Series 2022-1 4.008% fixed rate senior secured notes, Class A-2-II.
Media and Entertainment
- Representation of leading independent digital media company Vox Media (publisher of New York Magazine, The Verge, The Cut, Eater, Vulture, Polygon, Curbed, Grub Street, SB Nation, Intelligencer and Recode) on its agreement to acquire Group Nine, a leading multi-platform digital media platform, including The Dodo, NowThis, PopSugar, Thrillist and Seeker. The merger created one of the largest digital media companies in the US and further strengthens Vox Media's business, and its ability to reach audiences at scale on all platforms, including podcasts, premium-streaming services, owned and operated websites and print magazines.
- Representation of Golden Nugget Online Gaming, Inc. (NASDAQ: GNOG), a leading online gaming company that was first to bring Live Dealer and Live Casino Floor to the United States online gaming market, on its sale to DraftKings Inc. (NASDAQ: DKNG), a digital sports entertainment and gaming company with products that range across daily fantasy, regulated gaming and digital media, in an all-stock transaction that has an implied equity value of approximately US$1.56 billion.
- Representation of CVC Capital Partners in (a) its $3.5 billion investment in Authentic Brands Group ("ABG"), a global brand development, marketing and entertainment company and owner of some of the world's most iconic brands, including Reebok, Forever 21, Nautica, Aeropostale, Barneys New York, Brooks Brothers, Eddie Bauer, Elvis Presley, Marilyn Monroe, Muhammed Ali, Nautica, Shaquille O'Neal, Nine West, Sports Illustrated, and Ted Baker; and (b) its investment in Mediaocean, a leading global omnichannel advertising platform that helps the world's top agencies and marketers manage $200 billion in annualized media spend.
- Representation of Mr. Leslie Alexander and his affiliated entity in the US$2.2 billion sale of the Houston Rockets NBA team and its interest in the Toyota Center to Houston businessman Tilman J. Fertitta and his affiliated entity, Fertitta Entertainment, Inc.
- Representation of Sony Corporation of America, a subsidiary of Sony Corporation, in its US$400 million investment in Bilibili Inc., a China-based provider of online entertainment services, through subscription of new shares.
- Representation of ION Acquisition Corp 2 Ltd. (NYSE: IACB), a SPAC, in its US$1.3 billion business combination with Innovid, Inc., a global leader in connected TV ad delivery and measurement.
- Representation of B. Riley Principal 150 Merger Corp., a special purpose acquisition company, in its approximately $1 billion combination with FaZe Clan Inc., an online gaming, esports and merchandise marketed to Gen Z and milliennials that has more than 350 million users.
- Representation of Dark Horse Media, LLC, a leading entertainment company that owns or licenses world-famous comics like The Mask, Time Cop, Father's Day, Ghost, Star Wars, Avatar the Last Airbender, Stranger Things, and Witcher, in its sale to Embracer Group AB.
- Representation of dMY Technology Group, Inc. II (NYSE: DMYD) ("dMY II"), a special purpose acquisition company, on its agreement to combine with UK-based Genius Sports Group Limited, a leading provider of sports data and technology powering the sports, betting and media ecosystem, in a transaction that implies a pro forma enterprise value for the combined company of approximately US$1.5 billion.
- Representation of Jam Theatricals, a leading presenter and producer of Broadway engagements throughout North America, in its sale to Nederlander National Markets, LLC, a subsidiary of the Nederlander Organization, one of the largest operators of theatres and music venues in the United States.
Semiconductors and Hardware:
- Representation of Intel Corporation in a series of acquisitions of technology companies innovating in sectors such as autonomous driving and Internet of Things (IoT).
- Representation of GlobalWafers Co., Ltd., a leader in the manufacture and sale of silicon wafers to the semiconductor industry, in its US$683 million acquisition of SunEdison Semiconductor Limited (NASDAQ: SEMI).
- Representation of Suzhou Dongshan Precision Manufacturing Co., Ltd. in its acquisition of the printed circuit board business from Flex Ltd.
- Representation of FCX Performance, Inc. in its US$768 million sale to Applied Industrial Technologies, Inc. (NYSE: AIT).
- Representation of Qatalyst Partners on the €4.886 billion public offer by Renesas Electronics Corporation for Dialog Semiconductor Plc., an innovative provider of integrated circuits that power mobile devices, consumer Internet of Things (IoT) and Industry 4.0, integral to some of today's leading mobile devices and the enabling element for increasing battery performance and productivity on the go.
- Representation of HighCape Capital Acquisition Corp., a special purpose acquisition company sponsored by HighCape Capital LP in its combination with Quantum-Si Incorporated, a pioneer in next generation semiconductor chip-based proteomics.
- Representation of ReWalk Robotics, a medical device company that is developing and commercializing exoskeletons that allow wheelchair-bound individuals with mobility impairments or other medical conditions the ability to stand and walk again, in connection with inbound technology license and development agreements.
- Representation of Oppenheimer & Co. Inc. as representative of the underwriters on the approximately US$115 million follow-on offering of Simulations Plus, Inc. (Nasdaq: SLP), a premier developer of drug discovery and development software for modeling and simulation software products and services for the pharmaceutical, biotechnology, agrochemical, cosmetics and food industries,
- Representation of Takeda Pharmaceutical Company Limited on its strategic divestitures of over-the-counter and non-core assets worth over $3 billion to various purchasers in various jurisdictions, including Russia, Latin America, Europe, China, and Asia Pacific.
- Representation of South Korean multinational conglomerate LOTTE Corporation (LOTTE) on its US$160 million acquisition of a biological drug manufacturing facility in New York from Bristol Myers Squibb. The transaction represents LOTTE's first acquisition of a pharmaceutical technology asset to launch its business in the US. The new plant will serve as the LOTTE Center for North America Operations for its new biologics contract development and manufacturing organization business in the US.
- Representation of ADVANZ PHARMA on its acquisition of the ex-US business of Intercept Pharmaceuticals. This investment will give ADVANZ PHARMA the rights to commercialise Ocaliva, a drug treatment for primary biliary cholangitis, a form of liver disease, outside the US and thereby establish it as a leading provider of specialty and hospital pharmaceuticals in Europe.
- Representation of Kite, a Gilead Company, in its global strategic collaboration to co-develop and co-commercialize Arcellx, Inc.'s lead late-stage product candidates, CART-ddBCMA
- Representation of Goldman Sachs Asset Management Division ("Goldman Sachs") on its acquisition of a controlling stake in leading European specialty pharmaceuticals company Norgine BV.
- Representation of Zimmer Biomet Holdings Inc. in its $1 billion acquisition of medical device company LDR Holding Corp., a leading provider of products for patients suffering from spinal disorders.
- Representation of Enzymotec Ltd. (Nasdaq:ENZY), a developer, manufacturer and marketer of innovative bio-active lipid ingredients and nutritional products, in its acquisition by Frutarom, an Israeli company (LSE:FRUT) (TASE:FRUT).
- Representation of Roivant Sciences in its $116 million investment in Arbutus Biopharma, an innovative biotech company focusing on hepatitis B.
- Representation of Carlyle Group (NASDAQ: CG) and the existing promoters of SeQuent Scientific Limited (BSE-512529; NSE: SEQUENT) in the acquisition of a majority stake in SeQuent Scientific Limited ("SeQuent"), the largest pure-play animal healthcare company in India.
Infrastructure, Transportation and AutoTech
- Representation of SES Holdings, the developer and manufacturer of high-performance hybrid lithium-metal rechargeable batteries for electric vehicles, in its US$3.6 billion business combination with Ivanhoe Capital Acquisition Corp. This transaction created the first publicly traded hybrid Li-Metal battery company that combines the high-energy density of Li-Metal with cost-effective manufacturability at scale. Resulting in technology that can revolutionize the electric vehicle industry. This transaction reflects the team's deep experience in AutoTech and its ability to advise on assisting clients to deliver their cutting-edge, industry-transforming technologies to the world.
- Representation of TIER Mobility, Europe's leading micro mobility provider, on its acquisition of Ford-owned micro mobility operator Spin, marking and enabling TIER's entry into North America.
- Representation of Panasonic Corporation in its 20% strategic equity investment in and subsequent acquisition of Blue Yonder, a leading US end-to-end supply chain software provider with an estimated enterprise value of US$8.5 billion.
- Representation of Brookfield Infrastructure in its $2.6 billion acquisition of Cincinnati Bell, Inc., owner and operator of the leading data transmission and distribution network in Cincinnati, Ohio and Hawaii, with a footprint of over 1.3 million homes, delivering core fiber broadband, video and voice services to residential and enterprise customers.
- Representation of Macquarie Infrastructure Partners IV ("MIP IV") in partnership with Netrality's management team acquired Netrality Data Centers ("Netrality"), which owns and operates facilities that act as data connectivity hubs in their respective markets for customers who need direct connections across multiple networks, clouds and other service providers as well as colocation, powered shell, and wholesale data center solutions.
- Representation of a consortium composed of Brookfield Infrastructure and its institutional partners and GIC on the US$8.4 billion acquisition of Genesee & Wyoming Inc. (NYSE:GWR) (G&W). G&W owns or leases 120 freight railroads organized in eight locally managed operating regions with approximately 8,000 employees serving 3,000 customers.
- Representation of AIT Worldwide Logistics, a global supply chain solutions leader, today announced the acquisition of Unitrans International Corporation, a Los Angeles-based freight forwarder with expertise in a variety of specialized services.
- Representation of TIER Mobility in its acquisition of Fantasmo, a U.S.-based computer vision-powered e-scooter parking startup whose tech Tier had been trialing in multiple cities in Europe.
- Representation of AIT Worldwide Logistics, a global freight forwarding leader, in its recapitalization with New York City-based middle-market financial firm The Jordan Company, L.P. (TJC).
- Representation of I Squared Capital, through its portfolio company American Intermodal Management (AIM), a US-based marine chassis lessor, on an agreement to merge with FlexiVan Leasing, the third-largest marine chassis provider in the US.
- Representation of the Ministry of Finance of the Republic of El Salvador in respect of its incorporation of bitcoin as legal tender, consisting of law and regulation writing, commercial agreement negotiation and drafting, and other strategic advice given geo-political considerations. This mandate, which is unique in the world as El Salvador was the first country to declare bitcoin as legal tender, exemplifies the cutting-edge nature of our FinTech technology transactions capabilities.
- Representation of Rhodium Group on the sale of its proprietary climate risk models to BlackRock for use in BlackRock's financial models and risk analytics for the Aladdin fixed income platform to tackle an ESG data challenge on the physical impacts of climate change.