Henrik Patel

Partner, New York

Biography

Henrik Patel counsels clients with respect to executive compensation and employee benefits issues that arise in day-to-day business operations, as well as in connection with major transactions.

Overview

Henrik Patel, Global Head of White & Case's Employment, Compensation and Benefits practice, advises clients on the full spectrum of executive compensation and employee benefits issues. His significant experience and knowledge in this area has made him a valued resource for a range of US and international clients, including public and private companies, boards of directors and executives.

Clients look to Henrik for his ability to solve challenging compensation and benefits issues, arising both on a day-to-day basis and in the context of major corporate transactions. Working closely with the Firm's Global Mergers & Acquisitions and Capital Markets Practices, Henrik brings strategic insight to the compensation and benefits aspects of a range of large-scale deals, including public and private M&A and private equity and leveraged buyout transactions, as well as debt and equity financings, divestitures, spinoffs and IPOs. Henrik has extensive experience with all manner of public and private company compensation issues and is a member of the Firm's Public Company Advisory, Private Equity Practice and Tax Practices. Henrik was recognized by M&A Advisor's list of "40 under 40" and has been named a recognized individual by The Legal 500 in Employee Benefits & Executive Compensation.

Henrik's advisory practice spans the full spectrum of general compensation and benefits concerns, including corporate governance matters and best practices, executive compensation plan design, efficient tax structuring, employment contracts and equity incentive compensation arrangements.

Companies have come to rely on Henrik's state-of-the-art advice to help them effectively incentivize their employees, while remaining in compliance with their fiduciary and shareholder responsibilities. The regulatory issues on which Henrik provides clarity and guidance include securities, tax, public disclosure and ERISA concerns.

Henrik regularly negotiates and drafts employment, retention, separation, equity, phantom equity, bonus, change of control, non-competition, non-solicitation and other compensation-related agreements, plans and provisions, as well as relevant sections of proxy statements, periodic and current reports and registration statements.

Henrik is a frequent contributor and speaker at Global Equity Organization ("GEO") and National Association of Stock Plan Professional ("NASPP") conferences.

Bars and Courts
New York State Bar
Massachusetts State Bar
Education
JD
New York University School of Law
BA
Political Science
Tufts University
Languages
English

Experience

Recent matters include the representation of:

A consortium composed of Brookfield Infrastructure, its institutional partners and GIC, Singapore's sovereign wealth fund, on the US$8.4 billion acquisition of Genesee & Wyoming Inc. (NYSE:GWR), a freight railroad owner and operator based in the United States.

Hertz Global Holdings, Inc. (OTCPK:HTZGQ) in connection with the reorganization and recapitalization of the Company through a combination of the issuance of new debt and equity capital in the context of the Company's Chapter 11 proceedings. The transaction, sponsored by a consortium led by Centerbridge, Dundon Capital and Warburg Pincus, as well as the Ad Hoc Group of Unsecured Creditors, will raise approximately US$3.873 billion in cash proceeds with an implied total enterprise value of approximately US$5.5 billion.

REE Automotive Ltd., an electric-vehicle technology startup based in Israel, in its US$3.6 billion go-public acquisition by 10X Capital Venture Acquisition Corp. (NASDAQ: VCVCU), a SPAC.

CM Life Sciences (NASDAQ: CMLF), a SPAC sponsored by affiliates of Casdin Capital, LLC and Corvex Management LP, in its US$2 billion business combination with Mount Sinai Genomics, Inc. d/b/a Sema4.

Diamond S Shipping Inc., one of the largest publicly listed owners and operators of crude and product tankers, in its US$2 billion merger with International Seaways, Inc., one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products.

HighCape Capital Acquisition Corp. (NASDAQ: CAPA), a SPAC sponsored by HighCape Capital LP, a healthcare growth equity fund, in its US$1.46 billion business combination with Quantum-Si Incorporated, a pioneer in next generation semiconductor chip-based proteomics.

Antin Infrastructure Partners in the US$1.25 billion acquisition of Veolia Group's district energy assets in the United States, which is comprised of steam, hot and chilled water and electricity production plants, including cogeneration plants, and 13 networks in 10 US cities.

CM Life Sciences II (NASDAQ: CMII), a SPAC sponsored by affiliates of Casdin Capital, LLC and Corvex Management LP, in its US$1.23 billion business combination with SomaLogic, Inc., a protein biomarker discovery and clinical diagnostics company.

D8 Holdings Corp. (NYSE: DEH), a SPAC, in its US$1.1 billion business combination with Vicarious Surgical Inc., a next-generation robotics technology company seeking to improve both cost and efficiency of surgical procedures as well as patient outcomes.

QH Oil Investments LP, an affiliate of Qatar Investment Authority, on its investment in the US$230 million Series B fundraising of Tessera Therapeutics, Inc., an early-stage life sciences company founded by Flagship Pioneering that is pioneering Gene Writing, which was co-led by Alaska Permanent Fund Corporation, Altitude Life Science Ventures, and SoftBank Vision Fund 2.

QH Oil Investments LLC, an affiliate of Qatar Investment Authority, on its investment in the US$160 million Series C financing of Century Therapeutics, Inc., an early-stage life sciences company that is pioneering curative cell therapy products for cancer, which was led by Casdin Capital.

Pernod Ricard SA, the world's second largest producer of wines and spirits, in its acquisition of Firestone & Robertson Distilling, owner of the TX brand, a leading whiskey portfolio headquartered in Fort Worth, Texas.

AIT Worldwide Logistics Holdings, Inc., a portfolio company of Quad-C Management, Inc., in its add-on acquisition of Unitrans Holdings, Inc., an international transportation and logistics provider.

I Squared Capital Advisors (US) LLC in its acquisition of Star Leasing, a leading trailer lessor in the United States.

Quad-C Management, Inc., a leading middle market private equity firm, in

  • the acquisition of a majority interest in Boulder Scientific Company, LLC, a company that develops and manufactures specialty chemicals; and
  • its investment in Pharm-Olam International, Ltd., its acquisition of The Wolf Holdings Organization, Inc., McKissock, L.P., and Vaco.

Neighborly, the world's largest franchisor of home service brands and a portfolio company of Harvest Partners, LP, in its acquisition of Precision Door Service, the leading garage door repair franchise in the United States.

Newlight Partners LP in its equity investment into Bioenergy Development Group Holdco, LLC and its subsidiaries, a group of companies based primarily in Delaware, Maryland and Italy developing and implementing anaerobic digestion technologies in the US and overseas.

Macquarie Infrastructure Partners and Uniti Group Inc. (NASDAQ: UNIT) with respect to the acquisition of Bluebird Network, LLC, the owner of an approximately 5,200-mile fiber network in Missouri and Illinois.

Funds advised by Triton Investment Management Ltd. in the acquisition of ACRE Operating Group, LLC, a leading end-to-end security solutions provider.

Macquarie Infrastructure Partners in the acquisition of Netrality Data Centers from funds managed by Abrams Capital Management. Netrality owns and operates carrier hotel facilities, which act as data connectivity hubs for customers needing connectivity across multiple fiber networks, as well as colocation, powered shell, and wholesale data center solutions.

Roark Capital Group and Inspire Brands, Inc., a global multi-brand restaurant company, in the acquisition of Jimmy John's LLC, a fast food sandwich restaurant chain.

Sempra Energy (NYSE:SRE), a Fortune 500 energy services holding company, in connection with the sale of its equity interests in its Peruvian businesses, including its 83.6 percent stake in Luz del Sur, to China Yangtze Power International (Hongkong) Co., Limited for US$3.59 billion in cash.

Sempra Energy in its US$3.37 billion sale to KKR of a non-controlling, 20 percent interest in Sempra Energy's new business platform, Sempra Infrastructure Partners, which integrates Sempra LNG, a leading developer of liquefied natural gas export infrastructure with IEnova (Infraestructura Energetica Nova, S.A.B. de C.V.), one of the largest private energy companies in Mexico. The transaction values Sempra Infrastructure Partners at approximately US$25.2 billion, including expected asset-related debt at closing of US$8.37 billion.

Lantheus Holdings, Inc. (NASDAQ: LNTH) in the US$500 million acquisition of Progenics Pharmaceuticals, Inc. (NASDAQ: PGNC).

Outbrain, a leading digital advertising platform, in its merger with Taboola, creating a combined company with revenue of more than US$2 billion.

CVC Capital Partners in 

  • its investment in a limited liability company formed to create, acquire and invest in enterprises in the sports, media, entertainment, technology and lifestyle industries;
  • in the acquisition of Vitech Systems Group, a leading provider of cloud-based financial administration solutions;
  • its investment, together with Silver Lake Partners and KKR, in US$6 billion convertible notes to be issued by Broadcom, a leading designer, developer and global supplier of a broad range of digital and analog semiconductor connectivity solutions, for the purpose of Broadcom's proposed acquisition of Qualcomm in a deal valued at US$121 billion; and
  • its US$1.425 billion acquisition of beauty and personal care products company PDC Brands from Yellow Wood Partners.

Motiva Enterprises in connection with its acquisition of Flint Hills Resources’ chemical plant in Port Arthur, Texas.

Harvest Partners in 

  • its sale of TruckPro Holding Corporation, one of the nation’s largest independent distributors of heavy-duty truck and trailer parts, to an affiliate of Platinum Equity;
  • an investment in MRI Software, a leading provider of real estate management software solutions globally; and
  • its acquisition of Material Handling Services; TDG Group Holdings Company; EyeCare Services Partners Holdings LLC; VetCor Group Holdings Corp.; DCA Investment Holding LLC; PRO Unlimited; and sale of Document Technologies Holdings, LLC.

Dominus Capital, L.P., in its acquisition of Surface Preparation Technologies, LLC, the country's leading provider of rumble strips and related roadway safety services.

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.

Bioenergy Development Group, LLC, a developer of microbe-based sustainable waste-processing facilities and an affiliate of Newlight Partners LP, in its acquisition of certain assets from Perdue Farms, Inc. and its subsidiaries and in its negotiation of a 20-year agreement with Perdue Farms to process Perdue Farms' organic material.

Roivant Sciences Ltd., a global biotech company, in connection with its US$3 billion transaction with Sumitomo Dainippon Pharma, a Japanese biopharma company.

I Squared Capital Advisors and its portfolio company American Intermodal Management in a joint venture with Castle & Cooke Investments and its portfolio company Flexi-Van Leasing, whereby AIM will be combined with Flexi-Van, the third largest marine chassis provider in the United States.

IFM Investors, an Australian institutional funds manager, in its US$10.3 billion acquisition of Buckeye Partners, L.P. (NYSE: BPL), a publicly traded master limited partnership which owns and operates a diversified global network of pipeline assets and midstream logistics solutions. The transaction was named "Private Equity Deal of the Year (Over US$10 billion)" by M&A Advisor (2020).

CVC Capital Partners Asia Fund IV in its acquisition of OANDA Global Corporation, a global online retail trading platform, currency data and analytics company.

Calpine Corporation in its US$17 billion sale to Energy Capital Partners, an energy-focused private equity firm, and a consortium of investors including Access Industries and Canadian Pension Plan Investment Board.

Sempra Energy (NYSE: SRE), a Fortune 500 energy services holding company, in its US$9.45 billion all-cash acquisition of Energy Future Holdings Corp., which indirectly owns 80 percent of Oncor Electric Delivery Company, LLC, an operator of the largest electric transmission and distribution system in Texas. The transaction, which created the largest utility holding company in the US, valued Oncor at US$18.8 billion. This transaction was named "M&A Deal of the Year" by The Deal in 2018.

Roark Capital Group and its portfolio company Arby's Restaurant Group, in Arby's US$2.9 billion acquisition of Buffalo Wild Wings, Inc. (NASDAQ: BWLD), an established international owner, operator and franchisor of quick-service restaurants.

Anthem, Inc. (NYSE: ANTM), one of the nation's largest health benefits companies, in 

  • its terminated US$54.2 billion agreement to acquire Cigna Corporation, a combination that garnered front-page coverage for over two years and involved extensive coordination of a White & Case team of cross-practice lawyers in M&A, antitrust, litigation and bank finance;
  • the acquisition of InnovaCare Health, L.P.'s Puerto Rico-based subsidiaries, including MMM Holdings, LLC (MMM) and its Medicare Advantage (MA) plan, MMM Healthcare, LLC, as well as affiliated companies and Medicaid plan. MMM is Puerto Rico’s largest MA plan and one of the fastest-growing vertically integrated healthcare organizations in the United States; and
  • the acquisition of Aspire Health, Inc., the nation's largest non-hospice, community-based palliative care provider.

Investcorp, a leading global provider and manager of alternative investment products, in its majority investment in ICR, LLC, a leading strategic communications and advisory company.

NeuroDerm Ltd., a company developing drug-device combinations for central nervous system disorders, in its US$1.1 billion sale to Mitsubishi Tanabe Pharma Corporation.

Certares, L.P. in its investments in Guardian Alarm, Guardian Medical Monitoring and AmaWaterways.

Tengram Capital Partners in its acquisition of a controlling interest in Earth Treks, Inc., an operator of commercial indoor climbing gyms in Maryland, Virginia and Colorado.

City Practice Group USA Holdings in its US$600 million sale to Warburg Pincus.

Triton Partners in the acquisition of WernerCo, a Switzerland-based fully integrated international manufacturer and distributor of ladders, secure storage systems and light duty construction equipment.

FCX Performance, Inc., a portfolio company of Harvest Partners, in its approximately US$768 million sale to Applied Industrial Technologies, Inc. (NYSE: AIT).

Summit Partners and the other shareholders of Advance Medical-Health Care Management S.A. in their US$340 million sale of Advance Medical-Health Care Management S.A. to Teladoc, Inc..

Suzhou Dongshan Precision Manufacturing Co., Ltd. ("DSBJ") in its US$292.5 million acquisition of the printed circuit board business from Flex Ltd.

Dynegy Inc. in its US$119 million sale of two intermediate gas-fueled plants located in Dighton and Milford, Massachusetts to a subsidiary of Starwood Energy Group Global.

Cincinnati Fan & Ventilator Company, Inc., a manufacturer of industrial fans and blowers and portfolio company of Dominus Capital, L.P., in its acquisition of Strobic Air Corporation, a recognized technological leader in the air movement industry, specializing in technologically advanced exhaust systems for laboratory fume hoods in various industries.

Zimmer Holdings, Inc., a world leader in musculoskeletal health solutions, in its US$13.35 billion acquisition of Biomet, Inc., one of the world's leading medical device manufacturers.

Omnicare in its US$12.7 billion sale to CVS Health. The ECB team represented Omnicare in their executive compensation and equity issues. We also assisted on the complex Section 280G issues included in this transaction.

Roivant Sciences Ltd. in the launch of Genevant Sciences Ltd., a joint venture with Arbutus Biopharma Corporation (NASDAQ: ABUS), focused on the discovery, development and commecialization of a broad range of RNA-based thereapeutics enabled by Arbutus' proprietary lipid nanoparticle (LNP) and ligand conjugate delivery technologies.

MIP IV Aspen Holdings, L.P., a subsidiary of Macquarie Infrastructure Partners Inc., in the acquisition of membership units in Aligned Energy Holdings, L.P., an infrastructure technology company and leading datacenter provider with facilities in Texas, Arizona and Utah.

Driven Brands, one of the leading franchisors in the automotive aftermarket and a portfolio company of Roark Capital Group, in its acquisition of 1-800-Radiator & A/C, one of the largest franchised automotive parts distributors in North America.

Athletico Physical Therapy in its acquisition of Accelerated Rehabilitation Centers, creating one of the largest physical therapy providers in the Midwest with over 330 locations.

Packers Sanitation Services Inc., a US contract food sanitation company and portfolio company of Harvest Partners, in its sale to Leonard Green & Partners LP.

Speaking Engagements

Speaker, "Executive Compensation in the COVID-19 Crisis", Harvard's Corporate Governance Virtual Roundtable Series, July 2020, Webinar

Speaker, "'Acqui-hiring' a Taste for Earnouts and Other M&A Pay Practices; Carrying On About Carried Interests", PLI's Cool Compensation Considerations for the Private Company 2020: Pay, Performance and Perspectives, January 2020, New York, NY

Speaker, "New Tax Laws, Same Uncertainty: US Changes in a Global Context", 26th Annual NASPP Conference & Exhibition, September 2018, San Diego, CA

Speaker, "Data Privacy in a Connected World: Equity Plan Administration in the Context of Data Privacy" and "Isolationism vs. Globalisation: Stock Plans in a Confused World 26th Annual NASPP Conference & Exhibition October 2017, Washington, D.C.

Speaker, "Executive Compensation and Global Uncertainty" and "How Employee Benefits foster Growth; Lessons from the "Start-up" Nation", GEO 18th Annual Conference April 2017, Rome, Italy

Co-Speaker, Management Compensation in PE Deals at Redcliffe's The Private Equity 2015 Conference "Recent Deals and the Road Ahead", June 2015, London, UK

Faculty Panelist, PWC Law Firm Pension and Retirement Plans Conference, July 2015, New York, NY

Speaker, "Harvard Roundtable on Executive Compensation", November 2014, Cambridge, MA

Presenter, "WestLegalEdcenter Webcast on Management Compensation Issues in LBOs", December 2013

Publications

DOL’s Virus Paid Leave Rule: What Employers Should Know, Law360, April 2020

INSIGHT: Historic CARES Act Will Have Significant Impact on Companies, Individuals, Bloomberg Law, April 2020

Explanation of Profits Interest Award, Memorandum, Lexis Practice Advisor, 2019

Advanced Profits Interests Issues for Private Equity Sponsors, Practice Note, Thomson Reuters Practical Law, 2019

Repricing Underwater Stock Options, Selected Issues in Equity Compensation, 15th Ed., National Center for Employee Ownership (NCEO), 2019, (co-author)

Explanation of Equity Award Treatment in IPO, Memorandum, Lexis Practice Advisor, 2019

Explanation of Equity Award Treatment in Spin-Off (Parent Employees), Memorandum, Lexis Practice Advisor, 2018

Explanation of Equity Award Treatment in Spin-Off (Spinco Employees), Memorandum, Lexis Practice Advisor, 2018

Giving Nonqualified Deferred Compensation Plans Their Due Diligence in M&As: Part I—409A Fitness, Benefits Law Journal, Autumn 2018

Explanation of Equity Award Cash-out in Corporate Transaction, Memorandum, Lexis Practice Advisor, 2018

Explanation of Equity Award Rollover in Corporate Transaction, Memorandum, Lexis Practice Advisor, 2018

Early Exercise Stock Options and Other Equity Award Considerations, Practice Note, Lexis Practice Advisor, 2018

Private Equity's Trump Card With Management, PLI Current: The Journal of PLI Press, Summer 2018

Executive Compensation Issues in Public Company Transactions, Practical Law Journal of Transaction & Business, May 2015

Awards and Recognition

Leading Lawyer for US Corporate Employment Law, Lawdragon 500 2020

Lexis Practice Advisor Author

Recognized as the Legal Influencer for Corporate – Europe (Q1 2019) by Lexology

Recognized Individual for Employee Benefits & Executive Compensation, The Legal 500 US, 2017

Named to Private Funds Management's list of "30 under 40", 2015

People's Choice Award, Unemployment Action Center (UAC), 2015

Named to the M&A Advisor's list of "40 under 40" for Mergers & Acquisitions, 2015