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, split-ups 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 and Tax Practices. Henrik was recognized by M&A Advisor's list of "40 under 40", has been named a Leading Lawyer by The Legal 500 and a Leading Lawyer in Lawdragon 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 and advisor board member and contributing author to the Benefits Law Journal.
Recent matters include the representation of:
Saudi Aramco, one of the world's largest integrated energy and chemical companies, on its entry into an Equity Purchase Agreement with US-based automotive services provider Valvoline Inc. to acquire Valvoline Inc.'s Global Products Business for US$2.65 billion, subject to certain customary adjustments as set forth in the Equity Purchase Agreement.
Elevance Health, Inc. (NYSE: ELV), one of the nation's largest health benefits companies, in:
- its acquisition of Blue Cross and Blue Shield of Louisiana (BCBSLA), a Louisiana mutual insurance company.
- its acquisition of Integra MLTC, Inc.;
- its acquisition of InnovaCare Health, L.P.'s Puerto Rico-based subsidiaries, including MMM Holdings, LLC; and
- its acquisition of myNEXUS Inc.
Sempra Energy (NYSE:SRE), a Fortune 500 energy services holding company, in connection with:
- its US$1.785 billion sale of a 10 percent interest in Sempra Infrastructure Partners, LP, to a wholly owned affiliate of the Abu Dhabi Investment Authority;
- 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;
- 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; and
- 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.
Altria Group, Inc. in:
- its acquisition of NJOY Holdings, Inc., giving Altria ownership of NJOY's e-vapor product portfolio, for US$2.75 billion in cash payable at closing with an additional US$500 million in cash payments that are contingent upon regulatory outcomes with respect to certain NJOY products; and
- the US$1.2 billion sale by its subsidiary, UST LLC, of its Ste. Michelle Wine Estates (Ste. Michelle) business to Sycamore Partners Management, L.P.
BioAgilytix Labs, LLC, a leading provider of large-molecule bioanalytical testing services and a portfolio company of Cobepa S.A., in its sale to Cinven, a private equity firm.
Strike Holdco LLC, a full-service pipeline, facilities, and energy infrastructure solutions provider, and its subsidiaries, in the sale of substantially all of its assets pursuant to Sections 363 of the Bankruptcy Code, to American Industrial Partners.
Dominus Capital, L.P. on its investment in Uptime Institute Holdings, LLC, which performs data center certification, data center training and IT consulting in over 100 countries worldwide.
Zimmer Biomet Holdings, Inc. (NYSE: ZBH; SIX: ZBH), a global medical technology leader, and ZimVie Inc. (NASDAQ: ZIMV) in the spinoff of ZimVie, Zimmer Biomet's former dental and spine businesses.
BBPOS Holdings Ltd. and BBPOS International Ltd., sellers and designers of mobile payment point-of sale-machines, in a share and asset sale of the group's business to Stripe, Inc., an industry leader in payment processing and financial services.
Cobepa S.A. on:
- its investment in Reaction Biology Corporation, an industry-leading provider of drug discovery services, as well as the financing of the transaction; and
- its investment in Reaction Biology Corporation, and in the acquisition financing for its investment. The financing involved an initial term loan facility, a delayed draw term loan facility and a revolving credit facility.
TIER Mobility SE, a German micromobility provider, in its:
- acquisition of Fantasmo Studios, Inc., a 3-D mapping and virtual positioning software company; and
- acquisition of Skinny Labs, Inc., d/b/a Spin, a subsidiary of Ford and a US provider of rented motorized scooters.
Ad Hoc Group in reorganization and recapitalization of Riverbed Technology, Inc., a San Francisco-based information technology company, in a voluntary court-supervised process which reduced the company debt by over US$1 billion and brought in US$100 million of new cash investment.
Inoapps Ltd., a global Oracle partner with deep cloud expertise, and members of its management team on the investment in Inoapps by Abry Partners, a Boston-based private equity firm.
WizRocket Inc. in its acquisition of Leanplum, Inc., a San Francisco-based multichannel customer engagement platform.
Macquarie Infrastructure Holdings, a publicly listed entity (NYSE: MIC), on the sale of the MIC Hawaii businesses, a regulated gas utility and unregulated propane distributor, to an affiliate of Argo Infrastructure Partners, LP., by means of a merger of Macquarie Infrastructure Holdings, LLC with a subsidiary of Argo.
European Lithium AT (Investments) Ltd., a wholly owned subsidiary of European Lithium Ltd (ASX: EUR), on its entry into a definitive agreement for a US$750 million business combination with Sizzle Acquisition Corp (NASDAQ: SZZL), a special purpose acquisition company.
Panasonic Corp. in its US$8.5 billion acquisition of the remaining 80 percent of the capital stock interests of Blue Yonder, a leading end-to-end, digital fulfillment platform provider.
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 the US$7.22 billion reorganization and recapitalization of the company in the context of the company's Chapter 11 proceedings.
VPC Impact Acquisition Holdings III, Inc. (NYSE: VPCC), a SPAC sponsored by Victory Park Capital, in its US$4 billion business combination with Dave Inc., a financial platform.
dMY Technology Group, Inc. IV (NYSE: DMYQ), a SPAC, in its US$2.8 billion acquisition of Planet Labs Inc., a leading provider of daily data and insights about Earth.
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; and
- US$1.23 billion business combination with SomaLogic, Inc., a protein biomarker discovery and clinical diagnostics company.
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.
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.
bolttech Holdings Ltd., an international insurtech company, on its US$180 million series A equity financing round, which values bolttech at more than US$1 billion - giving bolttech unicorn status only one year after its launch in 2020. Activant Capital Group acted as lead investor in the equity financing round.
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.
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.
Outbrain, a leading digital advertising platform, in its merger with Taboola, creating a combined company with revenue of more than US$2 billion.
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; and
- the launch of Genevant Sciences Ltd., a joint venture with Arbutus Biopharma Corporation (NASDAQ: ABUS), focused on the discovery, development and commercialization of a broad range of RNA-based therapeutics enabled by Arbutus' proprietary lipid nanoparticle (LNP) and ligand conjugate delivery technologies.
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.
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.
FCX Performance, Inc., a portfolio company of Harvest Partners, in its approximately US$768 million sale to Applied Industrial Technologies, Inc. (NYSE: AIT).
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.
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.
Speaker, PLI's Cool Compensation Considerations for the Private Company 2023: Pay Performance and Perspectives, April 2023, New York, NY
Speaker, "Equity Compensation Grants in Partnerships and LLCs", Strafford, March 2023, Webinar
Speaker, "Equity Compensation Grants in Partnerships and LLCs", Strafford, February 2022, Webinar
Speaker, PLI's Cool Compensation Considerations for the Private Company 2022: Pay Performance and Perspectives, February 2022, Webinar
Speaker, PLI's Cool Compensation Considerations for the Private Company 2021: Pay Performance and Perspectives, February 2021, Webinar
Speaker, "Executive Compensation in the COVID-19 Crisis", Harvard's Corporate Governance Virtual Roundtable Series, July 2020, Webinar
Speaker, 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
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
Leading Lawyer, Legal 500 USA, 2022
Ranked Band 4 by Chambers USA – New York: Employee Benefits & Executive Compensation 2022
Leading Lawyer for US Corporate Employment Law, Lawdragon 500 2020-2022
Lexis Practice Advisor Author
Recognized as the Legal Influencer for Corporate – Europe (Q1 2019) by Lexology
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