Andrew Clark

System1, Inc. (NYSE: SST), an omnichannel customer acquisition marketing platform, has announced the sale of Total Security Limited to a group led by Just Develop It Limited (the Transaction). The Transaction allows System1 to focus on its core advertising business and positions the Company for accelerated growth powered by its industry-leading Responsive Acquisition Marketing Platform (RAMP). The Transaction also enhances the Company’s financial profile and leverage position, while providing greater financial flexibility to fuel its future growth. Latham & Watkins advised System1 in the transaction with a US corporate deal team led by Los Angeles partners Andrew Clark and Alex Voxman, with associates Brianna Dollinger, Mark Goshgarian, and Drew O’Sullivan and a UK corporate deal team led by London partner Emily Cridland and Robbie McLaren, with associates Lachlan Ferguson and Manon Cote.~~

Dec 5

1 min

Qualtrics (NASDAQ: XM), the leader and pioneer of the experience management (XM) software category, has announced that it has entered into a definitive agreement to be acquired by Silver Lake, the global leader in technology investing, in partnership with Canada Pension Plan Investment Board (CPP Investments), in an all-cash transaction that values Qualtrics at approximately US$12.5 billion. Silver Lake and its co-investors, together with CPP Investments, will acquire 100% of the outstanding shares Silver Lake does not already own, including the entirety of SAP’s majority ownership interest. Qualtrics will become an independent, privately held company positioned to drive category-defining innovation and efficient growth at scale on its path to becoming the next great enterprise cloud software platform. The transaction is fully financed by equity commitments from Silver Lake and co-investors together with US$1.75 billion in equity from CPP Investments and US$1 billion in debt. Latham & Watkins LLP represents Silver Lake in the transaction with a corporate deal team led by New York partners Justin Hamill and Michael Anastasio, Chicago partner Max Schleusener, and Century City partner Andrew Clark, with associates Sašo Kraner, Megan Staub, Kevin Uhler, Daniel Weissman, Shelton Taylor, Jay Trewn, and Junhan Zhang. Advice was also provided on tax matters by Bay Area partner Katharine Moir, with associate Christine Mainguy; on intellectual property matters by Bay Area partner Tony Klein and Washington, D.C. partner Morgan Brubaker, with associates Andrew Abokhair and Caroline Omotayo; on benefits and compensation matters by New York partner Erin Murphy, with associates Courtney Thomson and Vanessa King; on data privacy matters by Bay Area partner Robert Blamires, with associates Jennifer Howes and Alice Brunning; on private equity finance matters by New York partners Joshua Tinkelman and Seniz Yakut, with associate Michael Wright; on capital markets matters by New York partner Benjamin Cohen, with associate Adam Johnson; on investment funds matters by New York partner David Sherman; on securities matters by Washington, D.C. partners Michele Anderson and Brian Miller; on real estate matters by Chicago counsel Jeffrey Anderson, with associates Michael Nieberg and Lucas Fernandez-Rocha; on antitrust matters by Washington, D.C. partner Amanda Reeves, New York partner Katherine Rocco, Frankfurt partner Max Hauser, Brussels partner Sven Völcker, and Washington, D.C. counsel Peter Todaro, with associates Caitlin Fitzpatrick, Charlie Beller, Karen Kim, Carla Palma, and Victoria Pfaff; on sanctions matters by Washington, D.C. partner Les Carnegie and London partner Robert Price, with associates Zachary Eddington, Elizabeth Annis, and Amarlyllis Bernitsa; on anti-corruption matters by New York partner Benjamin Naftalis and Washington, D.C. counsel Timothy McCarten, with associate Ragad Alfaraidy; and on litigation matters by Orange County partner Michele Johnson and New York partner Blair Connelly.~~

Mar 13

2 min

Cast & Crew, a leading end-to-end cloud-based platform powering global entertainment production and content creation, announced it has signed a definitive agreement to acquire Backstage Holdings, a leading provider of talent marketplace and content creation tools for the creative economy. Latham & Watkins LLP represented Cast & Crew in the acquisition with an M&A team led by Los Angeles partners Alex Voxman and Andrew Clark and New York counsel Robert McGuire with associates Brianna Dollinger, Joseph Porter, and Eirene Kim. Advice was also provided on finance matters by Los Angeles partner Ken Askin with associate Nick Little; on tax matters by Bay Area partner Grace Lee with associates Jake Meninga and Alex Farris; on executive compensation and benefits matters by Los Angeles partner Larry Seymour with associate Jordan Barnes; on antitrust and regulatory matters by Bay Area partner Josh Holian, Washington, D.C. partner Damara Chambers, and Washington, D.C. counsel Peter Todaro with associate Charlie Sprague; on RWI matters by Los Angeles partner Drew Levin with associate Harrison White; and on TTG matters by Los Angeles partner Ghaith Mahmood with associates Natasha Phillips and Nicole Nour.~~

Feb 1

1 min

Waldencast Acquisition Corp., (NASDAQ: WALD), a special purpose acquisition company announced it has entered into definitive simultaneous business combination agreements with leading science-based, results-driven skin care brand Obagi and award-winning makeup and skin care brand Milk Makeup. Latham & Watkins represents Obagi in the transaction with a corporate team led by Orange County partner Scott Shean and Los Angeles partner Andrew Clark with associates Brian Umanoff, Trevor Yedoni, Nolan Fargo, and Jack McKay. Advice was also provided on capital markets matters by Orange County partner Shayne Kennedy and Bay Area partner Phillip Stoup; on compensation and benefits matters by Los Angeles partner Michelle Carpenter with associate Aaron Tso; on tax matters by Bay Area partner Katharine Moir with associate Alexander Farris; on finance matters by Los Angeles partner Mark Morris; on licensing and intellectual property matters by San Diego partner Steven Chinowsky, San Diego counsel Darryl Steensma and New York counsel Eliot Choy with associates Kathryn Parsons-Reponte and Michael Sweeney; on antitrust matters by Bay Area partner Joshua Holian and Washington, D.C. counsel Joseph Simei; and on healthcare regulatory matters by Washington, D.C. partner Elizabeth Richards, Paris partner Eveline Van Keymeulen and Bay Area counsels Heather Deixler and Betty Pang with associate Jeanne Fabre.~~

Nov 15

1 min

Following a four-week trial before the special administrative court of the US Federal Trade Commission (FTC), Latham antitrust litigators persuaded Administrative Law Judge D. Michael Chappell to rule in favor of Latham client GRAIL and its acquirer, Illumina – marking the first time the FTC’s administrative law judge has ever ruled against the FTC in a merger case. Based in California, GRAIL is a healthcare company focused on saving lives and improving health by pioneering new technologies for early cancer detection. Importantly, the court’s decision not only cements precedent on the pro-competitive nature of vertical transactions such as Illumina/GRAIL, but also enables the merged companies to speed the market introduction of GRAIL’s life-saving innovation, Galleri, a non-invasive, multi-cancer diagnostic blood test that can detect cancer early for over 50 different cancer types and profoundly increase early detection of cancer when it is still treatable. The transaction, valued at more than US$8 billion, was announced in September 2020. The FTC issued a Second Request in November 2020, and after filing and then withdrawing a formal challenge in US federal court, the FTC then decided to pursue its claim before its internal administrative court. Despite the FTC’s attempts to block the deal, and a similar challenge brought by the European Commission, the EU’s antitrust authority, the transaction closed in August 2021. The Latham antitrust trial team that successfully defended GRAIL in the FTC administrative court included Washington, D.C. partners Michael Egge and Maggy Sullivan, and Bay Area partner Al Pfeiffer, Washington, D.C. counsel Anna Rathbun and Monica Groat, and Washington, D.C. associates David Johnson, Sean Mulloy, Zoë Hutchinson and San Diego associate Nathaniel Amann and Washington D.C. paralegals June Elliott and Stefanie Johnson. Representing GRAIL in the European Commission’s challenge are partners David Little in London/Brussels, Javier Ruiz Calzado in Brussels; Adrien Giraud in Paris; and José María Jiménez-Laiglesia in Madrid; with associates Anna Escrigas Cañameras, Daniel Muheme, Jérôme de Ponsay, and Simon Troch, all in Brussels. A broader Latham team also represented GRAIL in the transaction with an M&A deal team led by Los Angeles partner Alex Voxman and Century City partner Andrew Clark, with assistance from Century City partner David Zaheer, Los Angeles partner Brian Duff, New York associate Eduard Grigoryan, Los Angeles associate Tim Day, and Bay Area associates Tess Bloom, and Natalie Robertson. Advice was also provided on capital markets matters by San Diego partner Cheston Larson and Bay Area partner Brian Cuneo; on tax matters by New York partners Lisa Watts and Eric Kamerman; on employee benefits and compensation matters by Los Angeles partner Larry Seymour and Century City/Bay Area partner Julie Crisp, with Los Angeles associate Jordan Barnes; on US merger clearance matters by Washington, D.C. counsel Patrick English; on intellectual property matters by Bay Area/San Diego partner Christopher Hazuka, with San Diego associate Robert Yeh; and on FDA regulatory matters by Washington, D.C. partner Elizabeth Richards.~~

Sep 6

2 min