Shearman Nabs Role on $1.2 Billion Software Sale

, The Am Law Daily

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Shearman GXS group cloud computing

UPDATE: 11/7/13, 2:12 p.m. EST. The names of the lawyers from Cleary advising Open Text have been added to the ninth paragraph of this story.

Francisco Partners, a private equity firm focused on investments in the technology sector, has once again tapped Shearman & Sterling for transactional work.

The firm is advising Francisco Partners on its proposed $1.17 billion sale of cloud-technology provider GXS Group to Canadian software company Open Text. The deal, announced Tuesday, will see GXS (short for Global eXchange Services) return to public ownership a little more than a decade after Francisco Partners took the company private by buying it for $800 million from General Electric.

Shearman M&A partners Michael Kennedy and Steve Camahort—both of whom joined the firm’s San Francisco office in 2008 from O’Melveny & Myers—are leading the team representing GXS on its proposed sale to Open Text.

Other Shearman lawyers working on the matter include IP cochair Samuel Waxman, executive compensation deputy practice leader Doreen Lilienfeld, tax partner Laurence Crouch, capital markets partner Jonathan “J.D.” DeSantis, antitrust partner Beau Buffier, employee benefits counsel Daniel Stellenberg, M&A counsel Jeffrey Wolf and associates Zheng Bao, Donald Guthrie, Timothy Haney, Kelly Karapetyan, Lisa Lopshire, Kerry Neligan, Benjamin Petersen, Joshua Reynolds and Joseph Tucci III.

Francisco Partners turned to Kennedy and Shearman last month for counsel on its acquisition of e-commerce software company Avangate for an undisclosed sum, as well as the private equity firm’s investment in electronic medical records software provider NexTech Systems.

Richard Nash Jr. serves as general counsel and corporate secretary for Gaithersburg, Md.–based GXS, a business-to-business integration services provider whose clients include 50 percent of the Forbes Global 1000. (Nash once helped Pepper Hamilton open an office in Kazakhstan in the first years after the fall of the Soviet Union.)

Neil Garfinkel, who began his career as an associate at Cravath, Swaine & Moore and Wilson Sonsini Goodrich & Rosati, is a partner at Francisco Partners, while former Weil, Gotshal & Manges senior associate Kristen Buppert serves as the San Francisco–based private equity firm’s senior counsel and chief compliance officer.

Open Text’s chief legal officer is Gordon Davies, who also serves as the Waterloo, Ontario–based company’s corporate secretary and chief compliance officer. Deborah Weinstein, a former partner at leading Canadian firm Blake, Cassels & Graydon and cofounder of Ottawa's LaBarge Weinstein, is an independent member of Open Text's board of directors.

Cleary Gottlieb Steen & Hamilton M&A partners Neil Whoriskey and David Leinwand are leading a team from the firm advising Open Text on its purchase of GXS. Also working on the matter are securities partner Craig Brod, finance partner Amy Shapiro, tax partner William McRae, IP partner Leonard Jacoby, employee benefits partner Arthur Kohn, environmental counsel W. Richard Bidstrup, corporate counsel James Small, and IP counsel Daniel Ilan.

Earlier this year Open Text sought to convince a federal judge in California that he had wrongly disqualified Perkins Coie as its counsel in an patent infringement suit filed by j2 Global, according to a report by legal newswire Law360. (The two companies eventually settled their differences in April.)

Open Text’s acquisition of GXS, which is being financed with $1.07 billion in cash and $100 million in stock, is expected to close within the next 90 days.

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