Two recent transactions highlight the cross-border and cross-practice group collaboration in Orrick’s mergers and acquisitions practice. In addition, these deals highlight a recent trend of public companies tying M&A deals to their earnings announcement, which creates the need for a large and coordinated team to meet a very aggressive timetable.
Orrick guided co-founders Neal Taparia and Darshan Somashekar in the sale of Imagine Easy Solutions, LLC to Chegg, Inc. (NYSE: CHGG) for a purchase price of up to $60 million. Imagine Easy is the provider of popular service EasyBib.com and other essential writing tools with capabilities such as citations, bibliography, writing structure and anti-plagiarism. Chegg offers various student oriented learning platforms. This deal required assistance from our German offices as Imagine Easy purchased a German entity immediately prior to the sale to Chegg.
The Imagine Easy team was led by John Cook and included an international and cross-practice team, including Christian Schröder and Sophie Ratzke (Technology Companies Group), Sven Greulich (M&A and Private Equity), Andre Zimmermann (Employment) and Stefan Schultes-Schnitzlein (Tax) in Düsseldorf and Kristin Seeger and Christie Lim (Energy & Infrastructure), Patrick Ekeruo (Capital Markets), Steve Malvey and Kimberly Loocke (Tax), Jason Flaherty and Keith Tidwell (Compensation & Benefits), Vineeth Narayanan and Wesley Helmholz (Technology Companies Group) and Emily Tabatabai (Antitrust & Competition) in the U.S.
Days following the closing of the Imagine Easy deal, a San Francisco-based team advised Next Advisor, Inc. in its agreement to sell its assets to Bankrate, Inc. (NYSE: RATE). Next Advisor is an online source of independent and in-depth research and reviews of credit cards, personal finance and internet services. Bankrate is an online publisher, aggregator, and distributor of personal finance content. The asset purchase includes upfront consideration of approximately $76.3 million in cash and approximately $3.0 million in time-based vesting restricted stock units and contingent earnout payments of up to $137.9 million payable in cash or Bankrate stock and up to $7.8 million in cash or time-based vesting restricted stock units. The Next Advisor transaction is expected to close in May 2016.
The Next Advisor team was led by John Cook and once again included a broad cross-practice team, including Daniel Lopez (M&A and Private Equity), James Wong (Corporate), Christie Lim (Energy & Infrastructure), Steve Malvey and Kimberly Loocke (Tax), Mitchell Pahl (Compensation & Benefits), Daniel Yost (Technology Companies Group) and Patricia Zeigler (Antitrust & Competition).