Adam Rachlis advises public and private companies, private equity sponsors, and investment banks on M&A and other strategic corporate transactions.
Mr. Rachlis helps clients navigate a full spectrum of strategic transactions and related matters, including:
Domestic and cross-border M&A
Leveraged buyouts (LBOs) and take-private transactions
Special purpose acquisition company (SPAC) transactions
Control and minority investments
Joint ventures
Corporate governance
Securities law matters
Mr. Rachlis advances the strategic needs of clients by drawing on both his legal experience and years as an investment banker at Goldman Sachs, where he was Vice President in the Consumer & Retail coverage group. His experience advising strategic and sponsor clients in a variety of buyside and sellside transactions, including conducting valuation analysis and financial due diligence, gives him a deep understanding of his clients’ business objectives. While at Goldman, Mr. Rachlis advised clients on many high-profile transactions, including:
Tiffany & Co. in its US$15.8 billion sale to LVMH
Edgewell in its attempted acquisition of Harry’s shaving company
AEA Investors in its sale of ProMach to Leonard Green
TDR Capital in its sale of International Car Wash Group to Roark Capital
Brookwood in its acquisition of Allsup’s Convenience Stores
Bombardier, Dollar General, Foundation Building Materials, Lennar, USIC, Vertiv, Yesway, YETI, and Xponential Fitness in various financings
Experience
Mr. Rachlis’ representative legal matters include:
Technology, Media & Telecom
AT&T in its US$49 billion acquisition of DirecTV*
IntercontinentalExchange (ICE) in its US$8.2 billion acquisition of NYSE Euronext*
Lion Street in its sale to Integrity Marketing Group
Sonder’s US$2.2 billion combination with Gores Metropoulos II (advised Goldman Sachs as financial advisor)
Grindr in its business combination with Tiga Acquisition Corp. (advised Duff & Phelps as financial advisor)
Leaf Group’s US$323 million sale to Graham Holdings (advised Canaccord as financial advisor)
Consolidated Communications’ US$350 million acquisition of Enventis Corporation* (advised Wells Fargo as financial advisor)
Healthcare and Biotech
The Oncology Institute in its business combination with DFP Healthcare Acquisitions
Molina Healthcare in its acquisition of CIGNA’s Texas Medicaid business
Ipsen in its strategic investment in Inspiration Biopharmaceuticals and concurrent sale of intellectual property to Baxter International and Cangene Corporation*
Syros Pharmaceuticals’ merger with TYME Technologies (advised Piper Sandler as financial advisor)
NewAmsterdam Pharma’s merger with Frazier Healthcare and Bain Capital (advised Lincoln as financial advisor)
Tango Therapeutics’ combination with BCTG Acquisition (advised Canaccord as financial advisor)
Allscripts’ Sale of its Hospitals & Large Physician Business Practices Segment to Constellation Software (advised William Blair as financial advisor)
NuPathe’s US$150 million sale to Teva Pharmaceuticals* (advised MTS Health Partners as financial advisor)
Hill-Rom’s US$2.1 billion acquisition of Welch Allyn* (advised Goldman Sachs as financial advisor)
HealthSouth Corporation’s US$730 million acquisition of Reliant Hospital Partners* (advised Wells Fargo as financial advisor)
Consumer, Retail & Real Estate
Nestlé in its acquisition of Orgain
PLBY Group in its acquisition of Honey Birdette
Brentwood Associates in its acquisition of a minority stake in Pacifica Beauty
Marlin Equity in its sale of a majority stake in Bazaarvoice to Thomas H. Lee Partners
Duke Realty in its merger with Prologis (advised Morgan Stanley as financial advisor)
E.W. Scripps’ merger with Journal Communications and simultaneous spin-off of newspaper businesses* (advised Wells Fargo as financial advisor)
Industrials and Energy
United Rentals in its US$4.2 billion acquisition of RSC Holdings*
Wells Fargo in its acquisition of BNP Paribas’ North American energy lending business for US$9.5 billion*
Calpine Corporation’s US$1.6 billion sale of power plants to LS Power* (advised Goldman Sachs as financial advisor)
NRG Yield’s US$870 million acquisition of Alta Wind Energy* (advised Bank of America as financial advisor)
KPS Capital Partners’ US$400 million acquisition of Electrical Components International* (advised Goldman Sachs as financial advisor)
Frontier Airlines in its chapter 11 reorganization and 363 sale to Republic Airways*
Financial Services
FinTech Acquisition’s business combination with eToro Group (advised JMP Securities as financial advisor)
Bank of Marin Bancorp’s acquisition of American River Bankshares (advised Stifel as financial advisor)
KKR & Co.’s US$2.6 billion acquisition of KKR Financial Holdings in a stock-for-stock merger* (advised Goldman Sachs as financial advisor)
Accenture’s US$320 million acquisition of Acquity Group* (advised Goldman Sachs as financial advisor)
Capital Markets
Mr. Rachlis has represented issuers and investment banks in a variety of equity and debt offerings, including:
IPOs for Michael Kors, Envestnet, DigitalGlobe, and Tower Automotive*
Equity offerings for Warner Chilcott and Cloud Peak*
Tender offers for Marsh & McLennan and Honeywell*
High-yield debt offerings for Tower Automotive, DigitalGlobe, and Harbinger Group*
Investment-grade debt offerings for Honeywell, CIGNA, CSX Corp, Allergan, Campbell Soup, Western Union, and Devon Energy*
Financial Advisors / Fairness Opinions
Mr. Rachlis regularly advises investment banks in their capacity as financial advisor to the buyer or seller in M&A transactions and is well-versed in his clients’ fairness opinion and proxy disclosure practice. Clients include Goldman Sachs, Morgan Stanley, JP Morgan, Credit Suisse, Evercore, Moelis, Bank of America, Wells Fargo, William Blair, Lincoln, Duff & Phelps, Stifel, Piper Sandler, Canaccord and JMP Securities.
*Matter handled prior to joining Latham
Qualifications
Bar Qualification
California
New York
Education
JD, Stanford Law School Articles Editor, Stanford Law Review
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