Representative Experience*

Mergers, Acquisitions, and Joint Ventures

Louis regularly represents buyers in creating innovative acquisition programs, smart structures, and smooth processes to acquire businesses by share purchase, merger, asset purchase, and license. He represents bootstrapped as well as venture-backed startups in achieving lucrative liquidity events for their entrepreneurs and investors. Representative matters include:

• Represented Riverwood Capital in its buyout of Forecast5 Analytics, leveraged financing, and bolt-on acquisitions (sold to Frontline, a portfolio company of Thoma Bravo).
• Represented Riverwood Capital in its sale of Supply Chain Research Group to Argosy Capital.
• Represented the League App, Inc. in its sale to Match Group (NASDAQ:  MTCH).
• Represented Vcheck Global in its sale to funds affiliated with Sunstone Partners.
• Represented Zonehaven, the SAAS solution for emergency evacuation and community support, in its sale to Genasys (NASDAQ: GNSS), the critical communications systems and solutions company.
• Represented Flurosat, a crop science company, in its all-stock acquisition of a soil health startup Dagan to form Regrow Agriculture, focusing on resilient agriculture solutions.
• Represented doc.ai Incorporated, a digital health transformation company, in negotiating strategic investment, commercial and licensing deals with Anthem and its subsequent 2021 sale to Sharecare and de-SPAC merger with Falcon Capital Acquisition Corp.
• Represented 174 Power Global, the power project development arm of Hanwha Energy Corp., in negotiating a joint venture with Total SE to develop utility-scale solar and energy storage projects of 1.6 GW cumulative capacity in North America.
• Represented Semarchy, the Intelligent Data HubTM company and a disruptive provider of master data management software, in its sale to funds advised by Providence Strategic Growth (PSG), the growth equity affiliate of Providence Equity Partners.
• Represented CBRE Group, Inc. (NYSE: CBG) in dozens of acquisitions over the past decade for regional real estate brokerages, property management businesses, technology platforms and adjacent services, including Floored.com, Forum Analytics, Brenner Real Estate Group, Capstone Financial, Skye Group, CAC Group, Fameco, KLMK Group, U.S. Equities, UCR and many more.
• Represented Avnet (NASDAQ: AVT) in acquisitions of Dragon Innovation and Solaris and in numerous strategic investments in technology businesses.
• Represented SoftBank Group International in the sale of 99 Taxis, the largest ride sharing company in Brazil, to Didi.
• Represented Juniper Networks, Inc. (NYSE: JNPR) in acquisitions of Appformix, Aurrion, Cyphort and in other strategic transactions.
• Represented Penn National Gaming (NYSE: PENN) in the acquisition of Rocket Games.
• Represented CheckALT LLC in the acquisitions of ERAS from Diebold (NYSE: DBD) and Klike Technologies from MUFG Union Bank.
• Represented Binatone Global in its acquisition of the companion products business of Motorola Mobility.
• Represented CVC and QA Analytics in its buyout of Cloud Academy.
• Represented #bigtech company in a confidential joint venture with a large China-based company in a significant market-access joint venture for the PRC.
• Represented China-based white goods company in a significant PRC market-access joint venture with a U.S. industrial manufacturing company.
• Represented Sanpower Group Co., Ltd., one of China’s largest privately owned conglomerates, on its entry into a definitive agreement to acquire Dendreon Pharmaceuticals, Inc. for US$819.9 million.
• Represented Symphony Technology Group and Bond International Software in the acquisition of Erecruit.
• Represented Tecan Group AG (SIX:  TECN) in its acquisition of SpeWare Corp.
• Represented Centric Software, a global enterprise SAAS PLM company (backed by venture capital firms Oak Investment Partners and Fung Capital) based in Silicon Valley in the sale of a majority stake to Dassault Systemes SE, a French public company listed on Euronext Paris, in a cash and stock deal.
• Represented Docea Power SAS in its sale to Intel (NYSE: INTC).
• Represented Kerensen Consulting in its sale to salesforce.com (NYSE: CRM).
• Represented Tuplejump in its formation and subsequent sale to Apple (NASDAQ: AAPL).
• Represented Stackstorm in its sale to Brocade (now part of Broadcom, NYSE: BDCM).
• Represented Adotube in its sale to Exponential Interactive.
• Represented MetricTest in its sale to Microlease (now part of ElectroRent).
• Represented the special committee of the board of directors of Tongjitang Chinese Medicines, an NYSE-listed public company, in negotiating an agreement and plan of merger with a bidder group led by its chairman and Fosun Industrial in a going-private transaction (recognized by China Business Law Journal as 2012’s Going Private Deal of the Year)
• Represented AOL LLC (now known as OATH,) in the acquisitions of Sphere Source, Inc. and Goowy Media Inc.
• Represented CVC, Elevation Partners, Hellman & Friedman, Hony Capital, Riverwood Capital, Silver Lake Partners, Softbank, Symphony Technology Group, and TPG in leveraged buyouts, growth equity, and venture investments.
• Represented Credit Suisse as financial advisor in Heckmann Corp’s de-SPAC transaction with China Water & Drinks.

Venture Capital & Growth Equity

Louis’s clients include venture capital, growth equity investment firms, and corporate venturing groups that make minority investments in technology, health care, clean energy, and other innovative businesses, including:

• Represented SoftBank Vision Fund in growth equity investments in Zymergen, Alto Pharmacy, Wag Labs, Slack, Guardant Health, 99 Taxis, and 10X Genomics.
• Represented Riverwood Capital in growth equity investments in Alation, Degreed, Druva, CloudVirga, and Sauce Labs.
• Represented TCG Crossover in late-stage emerging life sciences investments in Affinia Therapeutics, Entrada, Artios, Versanis, Alkeus, and others, as well as private investments into public entities and royalty deals, including Abivax.
• Represented Bioluminescence Ventures in making emerging life sciences investments into Cellarity and others.
• Represented Vivo Capital in growth equity investments in Maculogix, Harmony Biosciences, and Green River.
• Represented NEA in seed and follow-on investments in Robinhood (IPO), ScoutRFP (sold to Workday), Automation Anywhere (largest Series A transaction ever at US$265m), FightCamp, Evernow, AI2, Embrace Mobile, Weaviate, Slash, Regression Games, Fabric8 Labs, Modyfi, Fizz Social, Kindred Concepts, FloxDev, Nordsense, Arris, and dozens of other transactions for over a decade.
• Represented Samsung Ventures in dozens of early- to late-stage investments in technology, health care, and life science businesses, managing the portfolio and subsequent monetization transactions.
• Represented LG Technology Ventures in its initial fund formation and in over a dozen early- to late-stage investments in technology businesses.
• Represented Accel, Andreessen Horowitz, Foundation Capital, General Atlantic, Nautilus Venture Partners, Oak Investment Partners, Propel Ventures, and numerous other venture capital firms in making early- to late-stage venture capital investments in technology, life sciences, med-tech, med-device, health care, and clean energy businesses.
• Represented AIG, Atomico, CBRE, GE Ventures, Hanwha Q Cells, Lenovo, MS&AD Ventures, Next47, OSRAM, Robert Bosch, Salesforce Ventures, Siemens, and numerous other corporate venturing groups in making strategic investments in technology and health care businesses.
• Represented TDK Ventures in Fund Ex1, a dedicated energy disruption fund, and a dedicated India fund, as well as in numerous portfolio company investments, follow-on financings, and portfolio company management.
• Represented Mighty Capital, X Ventures, AI Sprouts VC, Carat Venture Partners, Outlierz Fund, and other venture capital funds in formation and fund management matters.
• Represented Tenacity Venture Capital in making investments in Kapital, Nevly, Savly, Vendelux, Manufactured, and more.
• Represented Cortical Ventures in making AI investments in CaspianDB, Immerok, Weaviate, and other AI businesses.
• Represented SkyRiver Ventures in making early stage investments in Labrador, Geminus, and other deeptech businesses.

Emerging Growth Companies

Over his more than two-decade career, Louis has represented emerging growth companies from garage to global in all stages, from formation to liquidity, including:

• Represented App0 (enterprise SAAS communications platform backed by Cota Capital)
• Represented BankJoy (fintech) backed by Bessemer Venture Partners, CheckALT and SoftBank Opportunity Fund)
• Represented Bhuma (dev-ops no-code software platform backed by First Rays Venture Capital, Westwave, Neotribe, and The AI Fund)
• Represented Bionure (life sciences)
• Represented Centric Software (PLM enterprise SAAS software backed by Dassault Systemes and Oak Investment Partners)
• Represented CheckALT (fintech, backed by Shai Stern)
• Represented Design Barn, Inc., the creator of Lottie Files (a multiplatform animation creation tool backed by Square Peg, XYZ Ventures, Greatpoint Ventures, M12, Adobe, and 500 Global)
• Represented Gatik AI (autonomous delivery)
• Represented GoodData (enterprise SAAS, backed by General Catalyst, a16z, Intel Capital, and Visa Ventures)
• Represented Manufactured Networks (supply chain fintech, backed by Tenacity Venture Capital)
• Represented Mindvalley, Inc. (edtech, personal growth, consumer internet)
• Represented Mirantis, offering enterprises unprecedented speed to ship code faster across public and private clouds (backed by Intel Capital, Insight Venture Partners, and August Capital)
• Represented Regrow Agriculture (agtech, backed by Main Sequence Ventures, M12, AJAX, and the corporate venture arm of Cargill)
• Represented Securly (security for edtech, backed by Owl Ventures and Defy Ventures, sold to Golden Gate)
• Represented Semarchy (big data, master data management, sold to affiliates of Providence Strategic Growth)
• Represented Spire Bioventures
• Represented Learning Squared, the creator of Square Panda (AI for edtech, backed by Andre Agassi)
• Represented Tuplejump (big data, sold to Cupertino-based company)
• Represented Vcheck Global (background check solutions for investors backed by Shai Stern and Seth Farbman, sold to affiliates of Sunstone Partners)
• Represented Uptiq AI (fintech for alternative assets, backed by Greenvisors, 645 Ventures, Cota Capital, and others)
• Represented WannaSplit (fintech)
• Represented WineAccess (consumer internet, backed by Norwest Venture Partners)
• Represented Zero Cognitive Systems, Inc. (AI for productivity automation, backed by Streamlined Ventures, Thomson Reuters, OneWay Ventures, Altair, and others)

Public Company Representation

• Avnet, Inc. (NASDAQ: AVT)
• CHC Helicopter (NYSE: HELI)
• CSR plc (NASDAQ: CSR), sold to Qualcomm
• Dasan Zhone Solutions (NASDAQ: DZSI)
• Hanwha Q Cells (NASDAQ: QCELLS)
• Matterport (NASDAQ:  MTTP)
• Seagate Technology (NASDAQ: STX)
• SiRF Technology Holdings, Inc. (NASDAQ: SIRF)
• STMicroelectronics NV (NYSE: STM), Technip, Rhodia, Orange and many more

Capital Markets Transactions

• Represented doc.ai and founders in combination with Sharecare and Falcon Capital Acquisition Corp. in a de-SPAC’ing transaction (2021)
• Represented SoftBank as selling holder in Slack’s direct listing (2019)
• Represented SoftBank as selling holder in 10x Genomics’ IPO (2019)
• Represented SoftBank as selling holder in Guardant Health’s IPO and follow-on offerings (2018)
• Represented CHC Group, Ltd. in its IPO (2014)
• Represented LegalZoom in its attempted IPO (2012)
• Represented RealD in its IPO and follow-on offering (July and December 2010)
• Represented OpenTable in its follow-on offering (2009)
• Represented underwriters, Micron (2009)
• Represented CBRE in multiple capital markets transactions
• Represented underwriters in Heckmann Corporation’s SPAC IPO and financial advisors in its subsequent de-SPAC transaction (2007-2008)
• Represented underwriters in AMIS Holdings’ public offering (2007)

Convertible Notes, Investment Grade and High Yield Bond Offerings

• Represented GLG Partners in private placements of convertible bonds (2009)
• Represented Micron Technology in public offerings of convertible bonds (2007 and 2009)
• Represented the underwriters in POSCO’s offering of exchangeable bonds (2008)
• Represented Lawson Software in its convertible bond offering and call spread transactions (2007)
• Represented the underwriters in convertible bond and call spread transactions with SanDisk (2006)
• Represented Northrop Grumman, France Telecom, Orange, STMicroelectronics, Rhodia, ALSTOM and Dassault Systemes SA in multiple capital markets transactions for ordinary shares, high yield bonds, convertible bonds, exchangeable bonds and other instruments, as well as in public reporting and SEC compliance

*Matters handled prior to joining Foley.