Achievements

For scoring a defense verdict for Dow Chemical following a six-week jury trial in San Francisco, a cross-country Latham team won Am Law’s Litigators of the Week contest and shared with the publication the strategies and tactics deployed to achieve the win. 

A Latham London finance team has advised Permira and Blackstone on their landmark private credit loan financing for a voluntary tender offer to acquire all outstanding ordinary Class A shares in Adevinta ASA. Adevinta is the world’s largest online classified advertising business with an extensive footprint and leading marketplace brands. The transaction is one of the largest European buyouts announced in 2023.

A multidisciplinary Latham team advised Healthpeak Properties in its merger with Physicians Realty Trust, a stock-for-stock deal valued at approximately US$21 billion. The combined company will be the leading real estate platform dedicated to healthcare discovery and delivery with a 52 million square foot portfolio.

An interdisciplinary Latham team represents the underwriters in the high-profile initial public offering of Instacart, one of the leading grocery technology companies in North America. Instacart’s shares began trading on the Nasdaq Global Select Market on September 19, 2023.

Latham represents music rights business Litmus Music and Carlyle in a financing to support their creative partnership with music artist Katy Perry. The deal covers all five of Perry’s studio albums released for Capitol Records between 2008 and 2020, which include 16 multi-platinum singles.

A multidisciplinary, cross-border team represents Tapestry, Inc., a house of iconic accessories and lifestyle brands consisting of Coach, Kate Spade, and Stuart Weitzman, on its US$8.5 billion acquisition of Capri Holdings Limited, a global fashion luxury group consisting of Versace, Jimmy Choo, and Michael Kors. The deal establishes a powerful global house of iconic luxury and fashion brands.

A Latham securities litigation team secured a dismissal with prejudice on behalf of the former board members of Switch, Inc. of a purported stockholder class action complaint challenging the US$11 billion take-private transaction of Switch. Showcasing the collaboration of the firm’s deal and litigation teams, Latham guided the clients through the US$11 billion deal on the corporate side, and successfully defended them in the subsequent stockholder class action.

A Latham cross-border, multidisciplinary team advised Revolution Medicine in its acquisition of EQRx, Inc., a move that will enhance Revolution Medicines’ efforts to fulfill its vision to discover, develop and deliver pioneering RAS(ON) Inhibitor drugs on behalf of patients with RAS-addicted cancers. The all-stock transaction is intended to add more than US$1 billion in net cash to Revolution Medicines’ balance sheet.

A cross-discipline, cross-office team of Latham litigators scored a major victory for client U.S. Sugar when the Third Circuit Court of Appeals unanimously affirmed the Delaware federal court’s September 2022 ruling that the purchase of Imperial Sugar by U.S. Sugar is not only not anti-competitive, but also pro-consumer. In fall 2022 Latham delivered a hat trick of victories in rapid succession, successfully defending U.S. Sugar against the US Department of Justice Antitrust Division (DOJ) challenge to the acquisition. As a result, U.S. Sugar successfully closed its purchase of Imperial Sugar in November 2022.

A Latham team advised the publicly traded, leading semiconductor technology company Wolfspeed, Inc. in two financing transactions that total up to US$4 billion, representing one of the largest private capital fundings, largest direct lending transactions, and largest growth financings of 2023. The financing supports Wolfspeed’s previously announced growth plans and is a significant step toward achieving Wolfspeed’s US$6.5 billion global capacity expansion.

A cross-office, multi-department Latham team achieved a decisive victory in the high-profile defamation and antitrust lawsuit brought in Missouri federal court by chess grandmaster Hans Niemann against Latham clients Chess.com. The dispute garnered widespread media coverage, including a segment on ABC’s Nightline, and on June 27, 2023, Judge Audrey G. Fleissig of the Eastern District of Missouri granted defendants’ motion to dismiss, tossing Niemann’s federal antitrust claims with prejudice.

Latham’s finance team advised Dr. Ing. h.c. F. Porsche Aktiengesellschaft (Porsche) on a sustainability-linked syndicated loan agreement with a total committed volume of €2.5 billion. The revolving credit facility is provided by a consortium of banks from Europe, Asia, and America with a sustainability component that links the financing conditions to the development of the share of purely electric vehicles delivered in total sales.

Latham successfully defended the Republic of Croatia in an investment treaty claim brought by a Dutch investment vehicle, Elitech BV, relating to potentially developing several golf courses, hotels, and other luxury facilities overlooking the World Heritage Site of the Old City of Dubrovnik. The Elitech claimants argued that the Republic of Croatia had unfairly denied the investors the approvals necessary to develop the golf resort and failed to provide an effective means of legal recourse. Latham secured victory, with the arbitral tribunal finding that Croatia was not liable in any way and the claim for damages should be rejected.

A Latham London team advised the placement agents on ACG's US$1 billion acquisition of two cash-generative mining operations in Brazil. The deal creates a major new force in global critical metals focused on the western electric vehicle value chain. The mines produce nickel sulphide and copper concentrates that are refined in Europe and North America and then supplied to car manufacturers. The Atlantic Nickel, a nickel sulphide mine in Santa Rita, and the Mineraçao Vale Verde, a copper mine in Serrote, will be acquired on a cash- and debt-free basis.

Latham successfully defended Oracle’s Larry Ellison and Safra Catz in one of the largest acquisitions to face a stockholder challenge through trial in the Delaware Court of Chancery. The stockholder derivative suit brought by certain Oracle investors challenged Oracle’s 2016 US$9.4 billion acquisition of NetSuite, Inc, alleging that Mr. Ellison used his control of Oracle — with the assistance of Ms. Catz, Oracle’s CEO — to cause Oracle to acquire and overpay for NetSuite, which Mr. Ellison co-founded and was a substantial investor. At trial, Latham demonstrated that plaintiffs’ claims were meritless and Vice Chancellor Sam Glasscock III issued a 101-page opinion in favor of Mr. Ellison and Ms. Catz.

Houston-based corporate deal team represents Magellan Midstream Partners on second-largest US public company merger in 2023 to date. Under the definitive merger agreement, ONEOK will acquire all outstanding units of Magellan in a cash-and-stock transaction valued at approximately US$18.8 billion including assumed debt, resulting in a combined company with a total enterprise value of US$60.0 billion.

A Latham cross-border private equity real estate team advised Apollo, a global alternative asset manager, on its investment in a portfolio of high-quality real estate assets controlled by Vonovia, a leading European residential real estate company. Vonovia’s portfolio comprises more than 21,000 residential units valued at €3.3 billion on a debt-free and cash-free basis.

Members of the firm’s Restructuring & Special Situations Practice represent the responsive space launch provider, Virgin Orbit, in its voluntary proceedings under Chapter 11 of the US Bankruptcy Code in the United States Bankruptcy Court in the District of Delaware in order to effectuate a sale of the business. With the support of Virgin Investments Limited in the form of debtor-in-possession (DIP) financing, Virgin Orbit intends to use the Chapter 11 process to maximize value for its business and assets.

Latham represents Endeavor in the US$21+ billion merger between two world-renowned sports and entertainment brands, UFC and WWE. The deal will create a new publicly listed company when the transaction is expected to close in the second half of 2023.

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.