Eversheds Sutherland advises Element Markets in recent acquisition

Eversheds Sutherland is pleased to announce that it represented client Element Markets, the leading independent marketer of renewable natural gas (“RNG”) and environmental commodities in North America, in a majority interest sale to The Rise Fund, a global impact investing platform managed by alternative asset firm TPG.

The acquisition of Element Markets represents The Rise Fund’s second investment in the climate transformation and renewable energy space within the past six months.

“We would like to thank Ram and the entire Eversheds Sutherland team for helping us navigate this highly complex, transformative transaction and for consistently providing excellent service throughout the fast-paced process,” said Randall Lack, Founder & Co-President of Element Markets.

Partner Ram C. Sunkara led the Eversheds Sutherland team with assistance from Partners Vlad M. Bulkin, Peter A. Fozzard, Michael A. Hepburn, M. Hill Jeffries, Susan G. Lafferty, Lance J. Phillips, Amish M. Shah, William E. Sheumaker, Michael J. Voynich, Scott Wright, Counsel Jackson M. Allen, Ronnie Dabbasi, Graham R. Green and Associates Maximillian R. Licona, Michael M. Petrov, and Kathryn V. Wymer.

Founded in 2005, Houston-based Element Markets uses differentiated environmental and market expertise to play a leading role in markets for low carbon fuel standard (“LCFS”) credits, renewable identification numbers (“RINs”), emission credits, and carbon credits.

Element Markets is a leading provider of greenhouse gas reductions via offsets and renewable natural gas to several Fortune 100 companies. The company has transacted over 50,000,000 tonnes of greenhouse gas credits and represents over 20% of the North American RNG to transportation market and is the primary cellulosic (D3) RIN supplier to two of the largest US refiners. By working with clients to find a cost-effective approach to environmental compliance, Element Markets has also become the largest regional marketer of emission credits in the United States.

Kirkland advises Vista Equity Partners in $3.5 billion acquisition

Kirkland & Ellis represents Vista Equity Partners, a global investment firm focused on enterprise software, data and technology-enabled businesses, which announced today a definitive agreement to acquire Pluralsight, Inc. (NASDAQ: PS), the technology workforce development company. Under the terms of the agreement, Vista, in partnership with its institutional co-investors including Partners Group, will acquire all outstanding shares of Pluralsight common stock in an all-cash transaction valued at approximately $3.5 billion.

The transaction is expected to close in the first half of 2021, subject to customary closing conditions, including approval by Pluralsight shareholders and receipt of regulatory approvals. Upon completion of the transaction, Pluralsight will become a privately held company and shares of Pluralsight common stock will no longer be listed on any public market.

The Kirkland team was led by transactional partners David Klein, Daniel Wolf, Stuart Casillas, Nathan Davis and James Beach, along with transactional partner Jean Lee and associates Nick Howe and Katherine Schloss Ackerman, debt finance partners Sonali Jindal and Douglas Tedeschi, tax partners David Kung and Heidi Yuen, executive compensation partner Mike Krasnovsky and associate Laura Gallo, and capital markets partner Robert Goedert.

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Kirkland counsels Clearlake on decision to acquire Dimora Brands

Clearlake Capital Group, L.P. (together with certain of its affiliates, “Clearlake”) today announced it has signed a definitive agreement to acquire TKE Holdings, Inc., dba Dimora Brands (“Dimora Brands” or the “Company”), a leading provider of branded specialty hardware and home accessories, from affiliates of The Jordan Company. Financial terms of the transaction were not disclosed.

Dimora Brands, a Dallas-based designer, manufacturer and seller of high-end hardware and home accessories, was created in 2010 by the merger of Top Knobs and Hardware Resources. Since then, the Company has become an industry leader by delivering a premium product offering that appeals to a diverse set of aesthetic styles and price points. Dimora Brands achieved its strong reputation through consistent successful launches of new kitchen and bath decorative and functional products, as well as through acquisitions of other leading companies with complementary product lines. Underlying the Company’s significant track record of excellence is a robust logistics operation that delivers over 29,000 SKUs across the United States.

“We are excited to partner with Clearlake and are thankful for The Jordan Company’s support over the last four years,” said Greg Gottlieb, CEO, Dimora Brands. “Our robust operating model and sourcing infrastructure have positioned Dimora Brands to become the leading provider of specialty hardware and home accessories. We believe that Clearlake’s deep experience in building products distribution and operational insights will advance the Company into its next chapter of continued success.”

“We are thrilled to back Dimora Brands and leverage our significant experience investing in building products,” said José E. Feliciano, Co-Founder and Managing Partner, and Colin Leonard, Partner, Clearlake. “We are confident that the Company is well-positioned to capitalise on the strong momentum in home improvement spend and remodelling activity. We look forward to leveraging our O.P.S.® framework in partnership with management to accelerate Dimora Brands’ organic growth plans and continue executing a consolidation strategy in this highly fragmented market.”

The Company was advised by Baird, and Clearlake was advised by Deutsche Bank.

White & Case advises Calastone on sale to The Carlyle Group

Global law firm White & Case LLP has advised the management team of Calastone on the acquisition by The Carlyle Group of a controlling interest in Calastone, the management team retaining a minority stake.

Founded in 2007, Calastone is the largest global funds network, connecting the world’s leading financial organisations with over 2,300 clients in 43 countries and territories and processing £200 billion of investment value each month. Calastone has helped to transform the funds industry by creating innovative new ways to automate and digitalise the global investment funds marketplace, reducing frictional costs and lowering operational risk to the benefit of all.

White & Case advised Calastone management on the sale process, as a result of which global investment firm The Carlyle Group agreed to acquire a controlling interest in Calastone from its current shareholders, including Octopus Ventures and Accel. Calastone management retains a minority stake.

The transaction is subject to regulatory approval. Financial terms of the transaction are not disclosed.

The White & Case team in London that advised on the transaction was led by partner Mike Weir and included partners David Goldberg and Daniel Turgel and associates James Turner and Josephine Levick.

Pinsent Masons advises 4D Pharma PLC on innovative move to NASDAQ

Multinational law firm Pinsent Masons has advised AIM listed biotech company 4D Pharma plc (4D) on its acquisition of Longevity Acquisition Corporation, a special-purpose acquisition company (SPAC) listed on NASDAQ. Upon completion of the transaction 4D will apply for its American Depositary Shares to be admitted to trading on NASDAQ.

4D, who are leading the development of live biotherapeutic products, are believed to be the first UK biotech to make the move to NASDAQ via the acquisition of a SPAC, breaking new ground for UK listed biotech’s. The Company will also maintain its current listing on AIM.

With 4D acquiring the SPAC in order to inherit its listing on NASDAQ, they are able to by-pass the usual nine month lead-in time foreign issuers have to contend with when seeking a direct listing on NASDAQ.

The Pinsent Masons team was led by Charles Waddell and Sunjay Malhotra with assistance from Julian Stanier, Amy Moore and Nathalie Goetsches; US securities advice was provided by Roberta Markovina and Beatrice Kelly; Eloise Walker, Jamie Robson and Daniel Place assisted on UK tax matters; and Fleur Benns and James Sullivan-Tailyour provided assistance with regards to 4D’s share option plans.

Commenting on the transaction, lead partner at Pinsent Masons Charles Waddell said: “We have enjoyed working with 4D for a number of years, they are at the cutting edge of live biotherapeutic products and this transaction is an important step in their future development and access to key to international markets.

Given the number of European biotech’s that covet a move to NASDAQ, and notwithstanding the complex financing structures of SPACs, this deal highlights that there is an alternative route to the US markets. It is therefore unlikely to be the last biotech we see looking at SPACs to access the deep pool of sophisticated investors in the United States.”

Latham advises NVIDIA on US$40 Billion acquisition of Arm

Latham & Watkins LLP represents NVIDIA in its acquisition of Arm Limited (Arm) from SoftBank in a cash and stock deal valued at up to US$40 billion. The combination brings together NVIDIA’s leading AI computing platform with Arm’s vast ecosystem to create the premier computing company for the age of artificial intelligence, accelerating innovation while expanding into large, high-growth markets. SoftBank will remain committed to Arm’s long-term success through its ownership stake in NVIDIA, expected to be under 10 percent.

The Latham deal team is led by M&A partners Josh Dubofsky and Charles Ruck in Silicon Valley and New York and Ed Barnett and Farah O’Brien in London, with associates Saad Khanani, Amro Suboh, Hector Sants, Stephanie Isaia, Oliver Cohen, Rachelle Polsky, Michael O’Halloran, Andria Varnavides, Angharad Simon, and Saavan Shah. San Francisco partner Joshua Holian, Brussels partner Sven Völcker, Washington, D.C. partner Les Carnegie, and London partners David Little and Charles Claypoole advised on regulatory matters with counsels Rita Motta, Jana Dammann, and Annie Froehlich, and associates Sophia Bertran, Natasha Pardawala, Giuditta Caldini, Alexandra Luchian, Niklas Brüggemann, and Rob Price.

Advice was also provided on tax matters by Washington, D.C. partner Nicholas DeNovio and London partner Sean Finn, with associates Pierce Pandolph, Aoife McCabe, and Jared Grimley; on intellectual property matters by London partner Deborah Kirk and Silicon Valley partner Anthony Klein, with associates Arielle Singh, Kirsty Watkins, Grace Erskine, and Elva Cullen; and on benefits and employment matters by London partner Catherine Drinnan, Paris partner Matthias Rubner, Munich partner Tobias Leder, and San Francisco partner Julie Crisp, with associates James Robinson, Adam Ray, Romain Nairi, and Agathe Flandre; on real estate matters by London partner Quentin Gwyer with associate Danni Davies; and on environmental matters by London partner Paul Davies with counsel Michael Green. Additional advice on the transaction was provided by counsels Rachel Alpert and Daniel Smith, and associates Jason Despain, Yasmina Vaziri, and Marcus Tomlison.