Kirkland, DLA Advise on Vista's Active Network Buy
Vista Equity Partners is relying on frequent outside counsel Kirkland & Ellis for its $1.05 billion purchase of cloud-based event management software maker Active Network, which has turned to a team of DLA Piper lawyers for representation on the deal.
The all-cash deal, which was announced Monday, values Active's stock at $14.50 a share—a 27.2 percent premium over the San Diego-based company's Friday closing price of $11.40. Active, which went public in May 2011, has seen its shares fluctuate dramatically this year, falling as low as $3.95 per share on April 1. The company announced on May 1 that CEO Matthew Landa and board chairman David Alberga had resigned and that chief operating officer Jon Belmonte would serve as interim CEO.
Active's board of directors is recommending that shareholders tender their shares in order to complete the Vista deal. Any outstanding shares will be purchased by the private equity firm for the same cash price as the tender offer in a planned a second-step merger. The deal—which Vista CEO and founder Robert Smith said in a statement was driven by the private equity shop's belief that Active is an attractive property because of its leading position in cloud-based activity and participant management—is expected to close by the end of the year, pending closing conditions.
The Kirkland team advising Vista on the acquisition is being led by corporate partners Noah Boyens, David Breach, Richard Brand, and Sarkis Jebejian, as well as intellectual property partner John Lynn. (Jebejian joined Kirkland last December in a high-profile lateral move from Cravath, Swaine & Moore.)
Kirkland's deal team also includes bank regulatory partner Edward del Hierro, labor of counsel John Irving, debt finance partner Sonali Jindal, litigation partner Atif Khawaja, antitrust partner Mark Kovner, tax partner David Kung, real estate partner Roberto Miceli, international trade partner Joanna Ritcey-Donohue, bank regulatory partner Jessica Sicsu, environmental partner Paul Tanaka, executive compensation partner Scott Price, and employee benefits partner Robert Zitko.
The Kirkland associates working on the matter are: W. Andrew Barton (executive compensation), Marin Boney (antitrust), Tom Connors (intellectual property), H. Boyd Greene IV (government contracts), Kimberly Harkness (corporate), Jessica Isokawa (corporate), Aditi Iyer (debt finance), Ashley James (labor), Chase Kaniecki (international trade), Sarah Kregor (employee benefits), Vlad Kroll (corporate), Michael Miller (corporate), David Myre (litigation), Ahmad Nofal (real estate), Priya Pai (debt finance), Lauren Rakower (corporate), Sarah Schaedler (intellectual property), Martin Sul (environmental), Heidi Yuen (tax), and Katy Zils (corporate).
The Active acquisition is the latest in a series of buyouts Kirkland has handled for Vista this year. Last week, the firm advised the software and technology-focused private equity firm on its $644 million purchase of Greenway Medical Technologies, a Carrollton, Georgia-based company that provides software and service solutions to health care providers. In August, Kirkland represented Vista in connection with its acquisition of San Diego–based semiconductor manufacturer Qualcomm's Omnitracs subsidiary for $800 million in cash. And in May, Kirkland acted as Vista's legal counsel on the private equity firm's $906 million purchase of the cybersecurity software maker Websense.
Kirkland has also worked with Vista on numerous deals in the past, including its $2 billion acquisition of U.K. software company Misys in 2012; its purchase of Thomson Reuters's trade and risk management business for an undisclosed sum in 2011; and its sale of Atlanta-based energy services and software manufacturer Ventyx to the Swiss power and engineering company ABB for $1 billion in May 2010.
Meanwhile, the DLA Piper team advising Active consists of tax partner Neil Balmert; employee benefits partner Mark Boxer; David Clark, the general counsel-in-residence of the firm's corporate and securities practice; corporate finance partner and private equity practice co-chair Daniel Eisner; employee matters of counsel Merrili Escue; corporate finance partner Michael Kagnoff, corporate and finance partner Jamie Knox; intellectual property partner Mark Lehberg; antitrust partner Paolo Morante; corporate and litigation partner John Reed, who chairs the firm's Wilmington litigation group; and employee benefits partner James Telfer.
DLA has advised Active in the past, with corporate and finance partners Michael Kagnoff and Ann Lawrence representing the company in connection with its IPO.
Bank of America Merrill Lynch is serving as Vista's financial adviser on the transaction, while Citigroup played the same role for Active. Bank of America Merrill Lynch, RBC Capital Markets, and BMO Capital Markets have all agreed to provide debt financing to help fund the deal.