Achievements

A multidisciplinary Latham team advises Silver Lake, the global leader in technology investing, in the US$12.5 billion take-private acquisition of Qualtrics, the leader and pioneer of the experience management (XM) software category. The all-cash transaction will make Qualtrics 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.

Latham’s shareholder activism team represented IAA on company defense matters in connection with opposition by activist investors Ancora and Discerene Group in the Ritchie Bros. merger. IAA announced that its stockholders have adopted the previously announced merger agreement providing for its stock and cash acquisition by Ritchie Bros. Accordingly, all stockholder and regulatory approvals required to consummate the transaction have now been obtained.

A Latham corporate team represented Amgen Inc., one of the world’s leading biotechnology companies, in its US$24 billion senior notes offering, which will be used to fund Amgen’s acquisition of Horizon Therapeutics plc. The offering is the ninth-largest corporate debt issuance and second-largest healthcare corporate debt issuance in history, according to Dealogic.

An international Latham team advised leading Japanese automotive group Nissan on the negotiation of the new framework agreement for the Renault-Nissan-Mitsubishi Alliance. The agreement includes a three-dimension program that focuses on high-value-creation operational projects, enhancing strategic agility that explores existing strategies in electrification and low-emission, and a rebalanced cross-shareholding and reinforced Alliance governance.

Members of Latham’s Latin America, Capital Markets, and Financial Institutions Practices represented Latin American development bank Corporación Andina de Fomento (CAF) in its US$1.5 billion SEC-registered bond financing, its largest ever. CAF is a multilateral financial institution that seeks to promote economic development within Latin America and the Caribbean and has been instrumental in financing its shareholder countries’ recovery efforts since the beginning of the COVID-19 pandemic. Since 2020, the firm has counseled CAF in more than 40 bond offerings exceeding US$7.5 billion in proceeds.

A jury in Grand Rapids, Michigan, delivered an across-the-board win to our client, automobile mirror maker Samvardhana Motherson Reflectec Group Holdings Ltd., which was accused of infringing patents for a side mirror developed to eliminate blind spots.

Latham’s Latin America Practice represented TC Energía Mexicana’s joint global coordinators, lead arrangers, and bookrunners in a US$2.3 billion credit facility that supports the Mexican government’s priorities to supply natural gas to the central and southeast regions of Mexico. The credit facility will go toward the development of the TGNH Southeast Gateway Pipeline, a US$4.5 billion offshore natural gas pipeline project.

Latham litigators successfully won their motions for summary judgement on behalf of client Fédération Internationale de Natation (FINA), now World Aquatics, in a pair of high-profile antitrust lawsuits brought by the International Swimming League and a putative class of elite swimmers. Plaintiffs alleged that FINA leveraged its position as the global governing body for aquatic sports to prevent the creation of a top-tier professional swimming league. The California federal court sided with Latham’s argument that World Aquatic's governing rules and alleged conduct did not unreasonably restrain trade.

A cross-border team advised Hong Kong Airlines on its successful US$6.2 billion debt restructuring. The restructuring will restore the company to financial stability by addressing over 90% of the airline’s financial and operating liabilities, bringing in a new equity investment of HK$3 billion, and streamlining the company’s air fleet and corporate structure. This is the first time a parallel Hong Kong scheme of arrangement and UK restructuring plan have been approved by the courts in the two jurisdictions to effect the restructuring of Hong Kong, PRC, and English law-governed debts.

A Latham global team advised leading independent premium content studio in Europe, Mediawan, in its partnership with Brad Pitt’s storied Hollywood production company, Plan B Entertainment. The deal gives Mediawan a significant stake in Plan B, expanding beyond its core European markets into the US.

Latham advises American Triple I as part of JFK Millennium Partners’ US$4.2 billion deal to develop new international Terminal 6 anchoring JFK International Airport’s north side. JMP is a private company composed of Vantage Airport Group, American Triple I, RXR, and JetBlue. The new Terminal 6 development will feature a 1.2 million square foot terminal, 10 new gates, and more than 100,000 square feet of dining and shopping, airline lounges, and recreational spaces.

A multidisciplinary team advised a consortium investor in connection with Blue Source Sustainable Forests Co.'s historic acquisition of 1.7 million acres of timberland. The deal was valued at approximately US$1.8 billion, and represented one of the largest private conservation-focused forest investments in US history. 

A Latham financing team’s advice to Eventbrite, Inc. in a groundbreaking, tailored financing package with leading investment firm Francisco Partners has been profiled by Private Debt Investor as one of the Top 10 transactions defining private debt. In May 2020, Eventbrite, a global self-service ticketing and experience technology platform, needed capital as the Covid-19 pandemic leveled the live event industry. Francisco Partners provided US$225 million senior secured term loan facility and purchased 2.5% of outstanding common stock of Eventbrite.

Latham advised Great River Hydro in its US$2 billion sale to Hydro-Québec. Great River Hydro owns 13 hydropower generating stations with a total installed capacity of 589 megawatts along New England’s Connecticut and Deerfield rivers in the states of Vermont, New Hampshire, and Massachusetts. 

The firm advised a consortium composed of Evergreen Coast Capital Corp. and Brookfield Business Partners L.P. together with institutional partners, on the acquisition of Nielsen, a global leader in audience measurement, data, and analytics. The all-cash transaction is valued at approximately US$16 billion, including the assumption of debt.

A Paris antitrust team secured a significant victory for client Orange. A decision by the Commercial Chamber of the French Court of Cassation in Paris rejected the appeal brought by Cambio regarding alleged anticompetitive practices of Orange during the liberalization of the internet market between 2001 and 2005.

A cross-office team of Latham’s elite antitrust litigators successfully defended client U.S. Sugar against the U.S. Department of Justice Antitrust Division (DOJ) challenge to the Florida company’s acquisition of Imperial Sugar Co. Latham took the case from complaint to trial in less than five months. This historic victory over the DOJ comes just three weeks after a separate Latham antitrust trial team defeated the U.S. Federal Trade Commission for client GRAIL and its acquirer, Illumina.

Latham antitrust litigators won a four-week trial before the special administrative court of the US Federal Trade Commission (FTC), for Latham client GRAIL and its acquirer, Illumina – the first time the FTC’s administrative law judge has ever ruled against the FTC in a merger case. The decision 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.

Consolidated Edison, Inc. (Con Edison), one of the nation's largest investor-owned energy-delivery companies, has entered into a purchase and sale agreement under which Con Edison agreed to sell its interest in its wholly-owned subsidiary Con Edison Clean Energy Businesses, Inc., and its subsidiaries, to RWE Renewables Americas, LLC, a subsidiary of RWE Aktiengesellschaft. A Latham M&A team represents Con Edison in the transaction valued at US$6.8 billion.

Latham advised SATS Ltd. on its proposed acquisition of Worldwide Flight Services (WFS), the world’s largest air cargo handling firm, from an affiliate of Cerberus Capital Management, L.P. The transaction values WFS at an enterprise value of €2.25 billion, with an equity purchase price of €1.18 billion. The combined group is set to become a global leader in the aviation services sector with more than 200 stations in over 20 countries, covering trade routes responsible for over 50% of all global air cargo volume.

A Washington, D.C.-based appellate team scored a pro bono victory for the National Organization of Veterans Advocates (NOVA) and three of its members in the Federal Circuit. The ruling ensures that veterans who have endured knee replacement surgery as a result of their service are able to receive the benefits to which they are entitled under the governing regulations. More broadly, the US Department of Veterans Affairs (VA) cannot attempt to alter those regulations, and deny veterans’ claims for benefits.

The firm advised Carlyle Global Credit on the financing in support of Turn/River Capital’s take-private acquisition of Tufin®. As part of the transaction, Tufin took advantage of Carlyle’s recently launched Decarbonization-Linked Financing Program. As a result, Tufin may access a certain reduction in the applicable interest rate if the Company meets applicable greenhouse gas emissions reduction targets contained in an Environmental, Social & Governance schedule.