Geoffrey H. Hainbach

Experience

Mergers & Acquisitions and Private Equity / Venture Capital

• Represented a search fund in its acquisition of two affiliated medical claim processing companies via stock purchase and a forward merger.
• Represented a search fund in its acquisition of 100% of the equity of a customer onboarding technology / SaaS provider.
• Represented a sponsor to a special purpose acquisition company (SPAC) in connection with the sponsor’s $55 million Series B investment in an aviation infrastructure company simultaneously with the SPAC’s entry into a de-SPAC transaction with the target company.
• Represented a U.S. livestock feeding solutions and animal health and technology company in its sale via reverse triangular merger to the U.S. subsidiary of a South Korean, publicly-traded animal nutrition company.
• Represented a U.K. multinational company in the auction sale carve-out of its events and publishing business to a U.S. company.
• Represented a U.S. portfolio company of a global private equity company in the acquisition of fishing and remedial, manufacturing and tubulars (oilfield pipes) oilfield services businesses across over 15 countries from a leading global oilfield services and equipment company.
• Represented a Danish pharmaceutical company in its approximately $2 billion acquisition via public company merger of a U.S. publicly traded pharmaceutical company specializing in migraine treatment and prevention drugs.
• Represented a U.S. pharmaceutical portfolio company of a U.S. healthcare private equity company in the sale of substantially all of its assets to a U.S. specialty pharmaceutical company.
• Represented a U.S. subsidiary of a leading Japanese company that develops and manufactures precision motors for a variety of products, including in hard disk drives, automobiles and manufacturing equipment, in its acquisition of 100% of the equity of a U.S. semiconductor wafer handling robot manufacturer.
• Represented a Japanese real estate developer in connection with its auction bid to acquire an interest in a U.S. hotel and resort management and development company.
• Represented a Japanese conglomerate in connection with the disposition of its air conditioning systems business following the spin-off of the same into a new company.
• Represented a U.S. multinational medical devices and health care company in its $25 billion acquisition of a NYSE publicly traded chronic pain management and medical devices business.
• Represented a U.S. subsidiary, of a Japanese homebuilding company in its acquisition of 82% of the equity of a U.S. homebuilding company.
• Represented, as international counsel, a U.S. industrials manufacturing company in its $1.05 billion disposition of its industrials packaging (sealants and coatings) technologies business line in 32 countries to a German chemical and consumer goods company.
• Represented a Japanese chemicals manufacturing company in its $10 million Series C investment in a start-up U.S. biopharmaceutical company specializing in the development of immunotherapies to treat immune-mediated and infectious diseases.
• Represented, as U.S. counsel, a Dutch life sciences venture capital firm in its co-lead $54 million Series A investment in a start-up U.S. biotechnology company developing a new class of drugs targeting RNA-modifying proteins.

Corporate Reorganizations & Post-Acquisition Integrations

• Represented a U.S. multinational provider of cleaning and hygiene products in the hospitality, healthcare, food and beverage, and retail and facility management sectors in an internal reorganization after its acquisition by a leading U.S. private equity company.
• Represented a U.S. publicly traded multinational fast food company in its internal reorganization of its franchising assets in connection with a strategic intellectual property and master franchise alliance with a third-party.
• Represented a U.S. luxury goods retailer in its post-acquisition integration of another U.S. luxury goods retailer.
• Represented, as U.S. counsel, a Swiss manufacturer of precision machines for grinding, eroding, lasering, measuring and combination machining in its internal reorganization in advance of an exit transaction.
• Represented a U.S. Internet job search company in its worldwide cash repatriation in advance of its sale.
• Represented a U.S. publicly traded company in it is internal reorganization of its U.S. subsidiaries in connection with its $2 billion spin-off of its digital automotive marketplace business.
• Represented a U.S. publicly-traded multinational fast food company in its internal reorganization in connection with its approximately $9 billion spin-off of its China-based business into a separate, publicly traded corporation.
• Represented a U.S. industrials manufacturing company in its internal reorganization in connection with its $3 billion spin-off of several business lines across 40 countries into a new, NYSE publicly traded company.
• Represented a U.S. Fortune 200 company in its internal tax reorganization.

Corporate Governance and Commercial Agreements

• Represented the U.S. subsidiary of a Canadian U.S. government contractor that provides IT services and solutions to the U.S. State Department, US VISA program and U.S. embassies in various Asian and European countries in connection with the establishment of branch offices in Russia, Singapore and Thailand.
• Represented a U.S. leading global manufacturer of undercarriage and end-of-car components for heavy haul freight railcars and locomotives in connection with the amendment of a joint venture agreement between its Dutch subsidiary and Russian joint venture partners.
• Represented a U.S. company that owns and develops entertainment content and intellectual property with the clean-up of its impaired intercompany loans following its Chapter 11 bankruptcy proceeding.
• Advised a U.S. global e-commerce, payments and marketing services company in connection with pending litigation on the corporate issues of director and officer indemnification under the company’s certificate of incorporation and bylaws.
• Represented a U.S. publicly traded global manufacturer and marketer of consumer and professional products on a distribution agreement for its products in Sri Lanka.
• Represented a U.S. publicly traded, multinational corporation on how to retain a duty-free exemption pursuant to the Greater Arab Free Trade Area for the manufacturing and sale of goods across 12 Middle Eastern countries.
• Represented the U.S. subsidiaries of one of the largest European-based grocery chains with respect to general corporate governance matters.
• Represented a U.S. corporation on its software licensing and services agreement with a Middle Eastern distributor of its software.
• Represented a U.S. international technical professional services firm that provides scientific and specialty consulting in connection with a personnel services contract with a U.K. oilfield services provider.
• Represented a U.S. automobile manufacturer with respect to updating its internal policies on business delegation of authority and responsibilities, subsidiary management policies for legal staff and amending a third-party repurchase agreement.

Memberships

• American Bar Association
• New York State Bar Association
• District of Columbia Bar Association