2022 GLOBAL CORPORATE PRACTICE TRANSACTION HIGHLIGHTS - K&L ...

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2022 GLOBAL CORPORATE PRACTICE TRANSACTION HIGHLIGHTS - K&L ...
2022 GLOBAL CORPORATE PRACTICE
TRANSACTION HIGHLIGHTS
2022 GLOBAL CORPORATE PRACTICE TRANSACTION HIGHLIGHTS - K&L ...
CORPORATE PRACTICE OVERVIEW                                           CONTENTS
                                                                        TECHNOLOGY............................................................................. 4
   As a GLOBALLY INTEGRATED FIRM with a SOLUTIONS DRIVEN CORPORATE
   PRACTICE, we are committed to providing pragmatic legal advice       FINANCIAL SERVICES................................................................ 8
   to enhance our clients’ businesses in today’s increasingly
                                                                        MANUFACTURING AND INDUSTRIALS........................................ 12
   globalized economy.
                                                                        HEALTH CARE........................................................................... 16
   Serving as primary outside legal counsel to a multitude of growing
   and middle market enterprises, we are AT THE FOREFRONT OF THE        ENERGY................................................................................... 20
   ISSUES AFFECTING OUR CLIENTS across myriad industries, including
   Technology, Financial Services, Manufacturing and Industrials,       TRANSPORTATION AND LOGISTICS........................................... 22
   Health Care, Energy, and Transportation and Logistics.
                                                                        OTHER INDUSTRY HIGHLIGHTS................................................. 27
   Our highly responsive, collaborative team seamlessly delivers
   FULL-SERVICE CORPORATE COUNSEL TO CLIENTS LOCALLY, NATIONALLY,
   AND GLOBALLY. Counseling on day-to-day operational issues gives
                                                                        K&L Gates LLP was recognized as “LAW FIRM OF
   us first-hand knowledge of our clients’ businesses and what is
   important to them when it comes to helping them structure,           THE YEAR” IN THE AREA OF CORPORATE LAW
   finance, and successfully complete domestic and                      in the 2022 edition of the U.S. News-Best Lawyers®
   cross-border transactions.
                                                                        “Best Law Firms” report. Only one firm earns the
   Our deep appreciation for our clients’ concerns, challenges,
                                                                        “Law Firm of the Year” designation in
   and business objectives, matched with our UNSURPASSED FOCUS
   ON COLLABORATION AND INDUSTRY EXPERIENCE, is what sets our           each of the report’s legal practice areas.
   Corporate team apart.

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TECHNOLOGY                                                                                                 TECHNOLOGY HIGHLIGHTS

GLOBAL PLATFORM BRINGS
                                                                                                           Akoustis Technologies, Inc.            Arena Holdings                   Arena Holdings                   Arena Holdings
                                                                                                                (NASDAQ: AKTS)                   Management LLC                   Management LLC                   Management LLC
                                                                                                             Acquisition of a 51% majority      Series D Financing Round        Series D Financing Round          Series C Financing Round

EFFICIENCY TO CLOUD
                                                                                                               ownership position of RFM              of Celonis SE                  of Mambu GmbH                      of Celonis SE
                                                                                                             Integrated Device, Inc. (RFMi)

COMMUNICATIONS COMPANY
K&L Gates represented SINCH AB                              suite that makes it easy to leverage two-way
                                                            messaging through a highly automated and             Artis Works Ltd                                                                                Ceiba Healthcare Ltd.
(XSTO: SINCH), a global leader in cloud                                                                                                       Balance Internet Pty Ltd        BirdDog Australia Pty Ltd
                                                                                                                    Seed Financing
                                                                                                                                                                                                                    Fundraise and group
communications for mobile customer                          scalable tech platform that is purposefully                                              Sale to Publicis               (ASX: BDT)                        re-organisation
                                                                                                                                                       Groupe S.A.
                                                                                                                                                                                  Initial Public Offering
engagement. We advised Sinch on                             tailored to meet the specific needs of small
multiple acquisitions over the last year,                   and medium-sized businesses.
including the US$1.9 billion acquisition
                                                            We also advised Sinch on its acquisition
of Pathwire, a leading cloud-based email
                                                            of Inteliquent, the largest independent
delivery platform. The acquisition of
                                                            voice communications provider in
Pathwire makes Sinch one of the few global
                                                            the United States, for a total cash                                                                                                                 Microsoft Corporation
Communications Platform as a Service                                                                             Center ID Corp.                      Cint AB                       Confluence
                                                            consideration of US$1.14 billion on a                                                                                                                 (NASDAQ: MSFT)
(CPaaS) providers that can deliver leading
                                                                                                                   Series B Preferred               (STO: CINT)                  Technologies, Inc.
                                                                                                                    Stock Financing                                                                                      Investment in
                                                            cash and debt-free basis. Inteliquent                                              Acquisition of all shares in          Sale to Clearlake             Series H Preferred Stock
quality at scale across all the main digital                                                                                                         Gapfish GmbH                   Capital Group, L.P.               of Databricks, Inc.
                                                            powers voice communications for leading
communications channels that businesses
                                                            communication service providers and
use to engage with their customers.
                                                            enterprises in North America through a
We advised Sinch on the acquisition of                      network that covers nearly 95 percent
SMS marketing technology company                            of the U.S. population. The acquisition
MessageMedia through a cash and stock                       establishes Sinch as a leader in voice           Microsoft Corporation                   Deako, Inc.                    Digital Check                       Exasol AG
                                                            connectivity for both enterprises and              (NASDAQ: MSFT)                       Series B Preferred               Corporation                        (FRA: EXL)
transaction valued at US$1.3 billion                                                                                                                 Stock Financing
                                                                                                                     Investment in                                                Acquisition of Benchmark     Re-organisation of Exasol Group
(AU$1.7 billion). MessageMedia offers a                     telecom carriers in the United States.             Series G Preferred Stock                                       Technology via restatement and        including four partially
                                                                                                                  of Databricks, Inc.                                           increase of Term Loan Credit   cross-border Up-Stream Mergers
web-based software-as-a-service (SaaS)                                                                                                                                         Facility with BMO Harris Bank

                                                                                                                   Fiserv, Inc.                    Invevo Limited                Hyper Anna Pty Ltd             Inside the Pocket, LTD
                                                                                                                 (NASDAQ: FISV)                Seed Venture Financing with
                                                                                                                                                                                    Sale to Alteryx ANZ            Investment by WinSure
                                                                                                                Acquisition of NetPay              Basinghall Partners
                                                                                                                                                                                     Holdings Pty Ltd
                                                                                                               Solutions Group Limited

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TECHNOLOGY HIGHLIGHTS (CONTINUED)

                                                                         Main Sequence                             M12                                                                   Verrency
       J2 Global, Inc.                 J2 Global, Inc.                                                                                  Troop Travel, Inc.     Veritone, Inc.        Australia Pty Ltd
      (NASDAQ: JCOM)                  (NASDAQ: JCOM)                  Series B Financing Round          Investment in NextBillion.ai.    Series A Preferred
                                                                           into Prospection                                                                   (NASDAQ: VERI)        Series A Financing Round
   Sale of KeepItSafe, LiveVault,       Acquisition of Moz                                                                                Stock Financing
       and OffSiteDataSync                                                                                                                                     Public Offering of
                                                                                                                                                                Common Stock

   Microsoft Corporation            Microsoft Corporation          Microsoft Corporation                Microsoft Corporation
     (NASDAQ: MSFT)
          Acquisition of
                                      (NASDAQ: MSFT)
                                    Investment in HUB Platform
                                                                     (NASDAQ: MSFT)
                                                                           Investment in
                                                                                                          (NASDAQ: MSFT)
                                                                                                               Acquisition of
                                                                                                                                           The Chambers USA 2021 guide ranked
          Kinvolk GmbH                Technology Partners Ltd.          OpenAI Startup Fund                     RiskIQ, Inc.

                                                                                                                                           K&L Gates as a nationwide leader for
                                                                                                                                           Corporate/M&A, noting the practice
        NewtonX, Inc.
        Series B Financing
                                       Office Ally, Inc.
                                              Sale to
                                                                        onXmaps, Inc.
                                                                       Series B Preferred Stock
                                                                                                             PayScale, Inc.
                                                                                                           Acquisition of CURO
                                                                                                                                           as having “BROAD INDUSTRY
                                        Francisco Partners           Financing and Tender Offer           Compensation Limited

                                                                                                                                           EXPERIENCE including deals in the
                                                                                                                                           life sciences, financial services, and
                                                                                                                                           energy spaces…capable of handling
                                                                                                            rMark Bio, Inc.
     Point Duty Pty Ltd                Renewal Funds                    Renewal Funds
     Pre-IPO Capital Raising            Management
                                       Company Ltd.
                                                                         Management
                                                                        Company Ltd.                          Sale to Within3              transactions on both the domestic and
                                             Series A-2           Series A Preferred Stock Financing

                                                                                                                                           international stages.”
                                     Preferred Stock Financing   of PickMySolar, Inc., d/b/a Electrum

                                                                                                          Sound Commerce
    Rocketboots Limited                                           Security Matters Limited                Technologies Inc.
                                    Sage Growth Capital
        (ASX: ROC)                      Fund I, LLC                      (ASX:SMX)                          Series A Financing
      Initial Public Offering                                            Private Placement
                                          Investment in
                                                                         of Ordinary Shares
                                         eTrip Trader, Inc.

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FINANCIAL SERVICES                                                                                          FINANCIAL SERVICES HIGHLIGHTS

                                                                                                                  Arable Capital                  Butn Limited                     Butn Limited                      Carousel Capital
                                                                                                                  Partners, LLC               Convertible Note Investment           (ASX: BTN)                       Partners VI, L.P.
                                                                                                                     Investment in
                                                                                                                                                                                 Initial Public Offering        Acquisition of Legacy Data Access,
                                                                                                                Pacific Trellis Fruit, LLC
                                                                                                                                                                                                                       LLC and RevIQ, LLC
                                                                                                                (d/b/a Dulcinea Farms)

                                                                                                             Cenkos Securities plc            Crédit Mutuel Arkéa             Energy Technologies                       Evolution
                                                                                                                 (LON: CNKS)                    Acquisition of Creative             Limited                           Capital Pty Ltd
                                                                                                                  Secondary placing,              Specific Software               (ASX: EGY)                      Placement of Ordinary Shares
                                                                                                                subscription, and open                                                                           by L1 Capital Funds into Anteris
                                                                                                                                                                                    Entitlement Offer

MERGER AGREEMENT MAKES THE
                                                                                                                offer by Chariot Energy                                                                                 Technologies Ltd
                                                                                                                                                                                   of Ordinary Shares

SECOND-LARGEST BANK IN QATAR
K&L Gates represented Qatari bank                           and in the Middle East with combined                   Evolution                                                     finnCap Limited                      finnCap Limited
MASRAF AL RAYAN on a landmark merger                        assets of over QAR171.5 billion                      Capital Pty Ltd                   Evolution                        (LON: FCAP)                          (LON: FCAP)
                                                                                                                    Placement of                 Capital Pty Ltd
agreement with Al Khaliji Commercial                        (US$47 billion). The combined entity                  Ordinary Shares in
                                                                                                                                                                                   AIM Admission and                   AIM Admission and
                                                                                                                                                Placement of Shares in            Placing by Eneraqua                 Placing by Gelion plc
                                                                                                                iCandy Interactive Ltd
Bank. Valued at QAR8.2 billion (US$2.2                      established a strong financial institution                                        Blackstone Minerals Limited             Technologies

billion), the merger creates one of the                     with significant liquidity to support Qatar’s
largest Shariah-compliant banks in Qatar                    economic growth.

                                                                                                                finnCap Limited                 finnCap Limited
                                                                                                                   (LON: FCAP)                     (LON: FCAP)                  InstarAGF Asset                 Masraf Al Rayan Q.P.S.C.
                                                                                                                  Peel Hunt LLP                   Peel Hunt LLP                 Management Inc.                       Merger with Al Khalij
                                                                                                                   (LON: PEEL)                     (LON: PEEL)                Acquisition of PRT Growing                Commercial Bank
                                                                                                               Placing and subscription        Placing and open offer by             Services Ltd.                     (al khaliji) P.Q.S.C.
                                                                                                                                                    Genedrive PLC

                                                                                                                                                                             Panmure Gordon (UK)                       ROTH Capital
                                                                                                             Montage Capital II, L.P.        OneMain Holdings, Inc.               Limited                              Partners LLC
                                                                                                                 Article 9 Private Sale          (NYSE: OMF)                                                     Sole book-running Manager for
                                                                                                                                                                            Nominated adviser and broker to
                                                                                                                of the operating assets           Acquisition of Trim                                             Underwritten Public Offering
                                                                                                                                                                             Kistos plc on its Acquisition of
                                                                                                                    of Market Realist                                                                                  of Common Stock of
                                                                                                                                                                                Tulip Oil Netherlands BV
                                                                                                                                                                                                                      HighPeak Energy, Inc.
                                                                                                                                                                                and related fundraising

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2022 GLOBAL CORPORATE PRACTICE TRANSACTION HIGHLIGHTS - K&L ...
ROTH Capital             Singer Capital Markets            Stifel Nicolaus         Stifel Nicolaus
         Partners LLC                   Turner Pope                 Europe Limited          Europe Limited
          Public Offering of           Investments                    (NYSE: SF)              (NYSE: SF)
           Common Stock                                             Fundraise by Reabold   Re-domicile of Jadestone
                                      Placing and Acquisition
                                       by eEnergy Group plc            Resources PLC         Energy, Inc., and its
                                                                                             readmission to AIM       The Legal 500 Asia Pacific 2021 guide recognized
                                                                                                                      K&L Gates as a LEADER IN OVER 35 PRACTICE

    Terramont Infrastructure
                                                                                                                      CATEGORIES ACROSS EIGHT COUNTRIES AND
         Partners LLC                TFI Securities and              ThinkMarkets          Trailer Park Group
        Acquisition of Switzer-
        CARTY Transportation
                                      Futures Limited
                                   Public Offering of 1.5% Credit
                                                                      Capital Raising        Acquisition of MXW
                                                                                              Studios Limited
                                                                                                                      REGIONS, including Australia, China, Hong Kong,
                                   Enhanced Bonds due in 2024
                                                                                                                      Indonesia, Japan, Malaysia, Singapore, and Taiwan.

                                                                                                                      Recognized by the Chambers UK 2022 guide
     Zeller Holdings Pty Ltd
        Series A2 Investment                                                                                          for “Provid[ing] a STRONG INTERNATIONAL
                                                                                                                      OFFERING, regularly handling transactions
                                                                                                                      involving continental Europe and the Middle East.
                                                                                                                      Particularly proficient in advising US companies on
     The Legal 500 United States 2021 guide ranked
                                                                                                                      CROSS-BORDER ACQUISITIONS into the UK and
     K&L Gates TIER 1 IN THE M&A/MIDDLE MARKET
                                                                                                                      Europe, as part of a broad client base of corporate
     (US$500 million-US$999 million) category, in
                                                                                                                      entities and financial sponsors.”
     addition to nearly 30 other nationwide practice
     area rankings.

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2022 GLOBAL CORPORATE PRACTICE TRANSACTION HIGHLIGHTS - K&L ...
MANUFACTURING AND INDUSTRIALS                                                                                MANUFACTURING AND INDUSTRIALS HIGHLIGHTS

                                                                                                                                                                                                               Allegheny Technologies
                                                                                                             A&J Manufacturing, Inc.,        AGC Flat Glass North               Astranis Space                      Incorporated
                                                                                                                d/b/a Char-Griller              America, Inc.                 Technologies Corp.                     (NYSE: ATI)
                                                                                                                   Sale of Char-Griller           Sale to Cardinal                Series C Financing              Public Offering of 4.875%
                                                                                                                                                  Glass Industries                                            Senior Notes due 2029 and 5.125%
                                                                                                                                                                                                                    Senior Notes due 2031

SALE OF 100% OF ISSUED
SHARE CAPITAL                                                                                                  AeroVironment, Inc.            Bellingham Angel                Cabot Corporation                         Carbonix
                                                                                                                (NASDAQ: AVAV)                     Investors                    (NYSE: CBT)                         Seed Funding Round

K&L Gates represented SPX CORPORATION                        wholly-owned subsidiary SPX Transformer            Credit Facility agented by
                                                                                                                    Bank of America
                                                                                                                                                Series A-3 Financing
                                                                                                                                                 in Membrion, Inc.
                                                                                                                                                                                 Sale of Purification
                                                                                                                                                                                      Solutions
(NYSE: SPXC), a diversified, global                          Solutions, Inc., to GE-Prolec Transformers,
supplier of highly engineered infrastructure                 Inc., a subsidiary of a joint venture between
equipment and technologies. We advised                       GE and Xignux S.A. de C.V., for a cash
SPX on its binding agreement to sell 100%                    purchase price of US$645 million.
of the issued and outstanding stock of its
                                                                                                                   Continuance               The Cook & Boardman            The Cook & Boardman                The Cook & Boardman
                                                                                                                    Capital Ltd                   Group, LLC                     Group, LLC                         Group, LLC
                                                                                                                     Acquisition of            Acquisition of McCarthy,        Acquisition of JDS, Inc.                Acquisition of
                                                                                                                   PeterLynn Limited            Jones & Woodard, LLC                                              Galeno & Associates, Inc.

                                                                                                              The Cook & Boardman            The Cook & Boardman            Cook & Boardman, LLC              A3 Communications, Inc.
                                                                                                                   Group, LLC                     Group, LLC                   Acquisition of Universal              Acquisition of Blue
                                                                                                                    Acquisition of                 Acquisition of                  Manufacturing                    Violet Networks, LLC
                                                                                                                 James Doorcheck, Inc.       H&H Overhead Door Co., Inc.           Company, Inc.

                                                                                                             A3 Communications, Inc.          CBG Midwest, LLC              Glas Trösch Holding AG                Herc Holdings Inc.
                                                                                                                   Acquisition of DHS        Acquisition of Bass Security   Acquisition of Berliner Glas KG          (NYSE: HRI)
                                                                                                                     Security, LLC                  Services, Inc.           Herbert Kubatz GmbH & Co.
                                                                                                                                                                                                                      Acquisition of
                                                                                                                                                                                   Schwäbisch Hall
                                                                                                                                                                                                                   Champion Rentals, Inc.

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MANUFACTURING AND INDUSTRIALS HIGHLIGHTS (CONTINUED)

     Herc Holdings Inc.            Herc Holdings Inc.                  Herc Holdings Inc.                 Herc Holdings Inc.
        (NYSE: HRI)                   (NYSE: HRI)                         (NYSE: HRI)                        (NYSE: HRI)
          Acquisition of                 Acquisition of                     Acquisition of                      Acquisition of
       JIM-N-I Rentals, Inc.              Vendy, Inc.                    Contractors Building                 Temp-Power, Inc.
                                                                         Supply Co., LLC (CBS)

                                                                                                                                    The Chambers Asia Pacific 2022
                                                                                                                                    guide recognized K&L Gates’
     Herc Holdings Inc.
        (NYSE: HRI)
                                   Herc Holdings Inc.
                                      (NYSE: HRI)
                                                                      PPG Industries, Inc.
                                                                         (NYSE: PPG)
                                                                                                          Groupe Solmax, Inc.
                                                                                                            Acquisition of Propex
                                                                                                                                    Corporate practice as “WELL
                                                                                                                                    REGARDED for handling legal
          Acquisition of                 Acquisition of                   Public Offering of
     Reliable Equipment, LLC       Central Valley Shoring, Inc.        1.200% Notes due 2026

                                                                                                                                    matters in Indonesia’s energy, oil
                                                                                                                                    and gas, and mining sectors from its
      SPX Corporation                SPX Corporation                     Titomic Limited                    Titomic Limited
       (NYSE: SPXC)
     Sale of SPX Transformer
                                      (NYSE: SPXC)
                                    Acquisition of Enterprise
                                                                            (ASX: TTT)
                                                                   Acquisition of Tri-D Dynamics Inc.
                                                                                                               (ASX: TTT)
                                                                                                               Acquisition of       Singapore office….provides support
    Solutions, Inc. to GE-Prolec       Control Systems            by Titomic USA, Inc., a subsidiary of     Dycomet Europe B.V.

                                                                                                                                    with M&A, as well as project finance,
        Transformers, Inc.                                                  Titomic Limited

                                                                                                                                    development, and related disputes.”
         Twin Creeks                     USNR, LLC                    Paradigm Holdings
         Timber, LLC                  Sale to One Equity                  Group LLC
          Acquisition of           Partners and Merger with              d/b/a Zone 4
         SDS Co LLC and                Wood Fiber Group
                                                                     Recapitalization by Hamilton
         SDS Lumber LLC                                               Robinson Capital Partners

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HEALTH CARE                                                                                               HEALTH CARE HIGHLIGHTS

                                                                                                          Anavex Life Sciences Corp.               Apex Dental                      Avid Bioservices, Inc.           AVITA Medical, Inc.
                                                                                                              (NASDAQ: AVXL)                       Partners LLC                       (NASDAQ: CDMO)                  (NASDAQ: RCEL)
                                                                                                             Registered Direct Offering       Acquisition of the assets and               144A Offering of                Public Offering
                                                                                                                 of Common Stock           assumption of certain liabilities of           Convertible Notes              of Common Stock
                                                                                                                                             Strive Dental Management Inc.

ACQUISITION ESTABLISHES LEADER
IN BLOOD-BASED CANCER SCREENING
                                                                                                                Axonics, Inc.                      Axonics Inc.                         Cannatrek Ltd                    Credence
K&L Gates represented EXACT SCIENCES                         US$2.15 billion transaction, which helped        (NASDAQ: AXNX)                     (NASDAQ: AXNX)                       Joint venture transaction       MedSystems, Inc.
                                                                                                                                                                                      with Chemist Warehouse
CORPORATION (Nasdaq: EXAS), a                                establish Exact as a leading competitor in         Follow On Offering
                                                                                                                of Common Stock
                                                                                                                                                 Acquisition of Contura                                                 Bridge Financing by
                                                                                                                                                                                                                            Novartis AG
molecular diagnostics company that                           blood-based, multi-cancer screening.
specializes in the detection of early stage
                                                             We also advised Exact on the US$410
cancers in several transactions, including
                                                             million acquisition of epigenetics company
its acquisition of Thrive Earlier Detection
                                                             Base Genomics which will allow Exact to
Corp., a health care company dedicated to
                                                             advance its DNA methylation capabilities
incorporating earlier cancer detection into
                                                             and enhance its overall efforts in early            Credence                         CytoImage, Inc                  ENDRA Life Sciences, Inc.               Enochian
routine medical care. We advised on the                                                                       MedSystems, Inc.                      SAFE Financing                   (NASDAQ: NDRA)                   Biosciences, Inc.
                                                             detection cancer diagnostics.                  Sale of additional shares of                                            At-The-Market Equity Offering     (NASDAQ: ENOB)
                                                                                                             Series B Preferred Stock                                                 Program with Ascendiant       Registered Direct Offering of
                                                                                                                                                                                        Capital Markets, LLC              Common Stock

                                                                                                               Exact Sciences                      i2a SA, d/b/a                  Island Pharmaceuticals                Korenvaes
                                                                                                                 Corporation                     i2a Diagnostics                          Limited                     Management LLC
                                                                                                               (Nasdaq: EXAS)                        Investment by                       (ASX: ILA)                      Series A Preferred
                                                                                                               Acquisition of Thrive                Apposite Capital                    Initial Public Offering          Stock Investment
                                                                                                              Earlier Detection Corp.

                                                                                                                Life Science                       Life Spine, Inc.                      MDxHealth SA                  MicrobiomX Inc.
                                                                                                              Outsourcing, Inc.                    Series A Financing                  (NASDAQ: MDXH)                  Series Seed Financing
                                                                                                                   Sale to Public                                                    Initial Public Offering of
                                                                                                                  Pension Capital                                                   American Depositary Shares

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HEALTH CARE HIGHLIGHTS (CONTINUED)

     NeoGenomics, Inc.                    Novozymes North                 Par Pharmaceutical, Inc.                    Prenetics Limited
      (NASDAQ: NEO)                         America, Inc.                  Sale of manufacturing facility in           Acquisition of Oxsed,
    Public Offerings of Common           (OTCMKTS: NVZMF)                  Chestnut Ridge, New York and a               a Oxford University
    Stock and 0.25% Convertible                                               basket of ANDAs to Strides                spin-out company
                                                Acquisition of
       Senior Notes due 2028                                                       Pharma Science
                                          Physicians Exclusive, LLC

        Shields Health                        Sleep Data                       Taiwan Liposome                           Teligent, Inc.
                                                                                                                                                        K&L Gates was again among the
                                                                                                                                                        TOP TEN FIRMS—out of more
        Solutions LLC                        Services, LLC                      Company, Ltd.                          (NASDAQ: TLGT)
      Majority Investment by              Series B Financing Round           Privatization Project funded        Debt Exchange and At-The-Market
   Walgreens Boots Alliance, Inc.                                          through Stock Swap Transaction                 Equity Offering

                                                                                                                                                        than 15,000 ranked—for most
                                                                                                                                                        national first-tier rankings in the
         Teligent, Inc.
       (NASDAQ: TLGT)
                                             Teligent, Inc.
                                           (NASDAQ: TLGT)
                                                                            Washington Research
                                                                                Foundation
                                                                                                                  Washington Research
                                                                                                                      Foundation                        2022 U.S. News-Best Lawyers ®
   Debtor In Possession Financing       Issue of Series D Zero Coupon      Convertible Note Financing Round      Convertible Note Financing Round

                                                                                                                                                        “Best Law Firms” report, including
                                      Convertible Senior Notes due 2023   for SEngine Precision Medicine, Inc.    for Intrinsic Medicine, Inc., f/k/a
                                                                                                                            Lupa Bio, Inc.

                                                                                                                                                        Mergers & Acquisitions Law,
   Washington Research
                                                                                                                                                        Tax Law, and Venture Capital Law.
       Foundation
  Convertible Note Financing Round
  for Link Immunotherapeutics, Inc.

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ENERGY                                                                                                    ENERGY HIGHLIGHTS

                                                                                                               Ambipar Group                       Ambipar Group                     Ambipar Group                   Ambipar Group
                                                                                                               (BVMF: AMBP3)                       (BVMF: AMBP3)                     (BVMF: AMBP3)                   (BVMF: AMBP3)
                                                                                                           Acquisition of Arrowdale I, LLC,    Acquisition of Enviroclear Site    Acquisition of Environmental          Acquisition of
                                                                                                               also known as “PERS”                 Services, Ltd. (UK)            Management Services, Inc.         Swat Consulting, Inc.

                                                                                                              Ambipar Holding                 Befficient by GSI Pty Ltd             Elecnor Australia                    E.ON SE
                                                                                                                Canada Inc.                        (t/a b.energy)                                                      (FRA: EOAN)

ENERGY-FOCUSED INVESTING
                                                                                                                                                                                      Acquisition of Timco
                                                                                                                Acquisition of Orion          Convertible Note pre-IPO Capital     Transmission Lines Pty Ltd       Sale of Recargo, Inc. to
                                                                                                            Environmental Services Ltd.               Funding Round                                                      EVgo Services

ADDING VALUE FOR INVESTORS
K&L Gates represented British corporate                      £52m. Kistos is an investment company
and institutional investment bank,                           which was established by Andrew Austin        Longboat Energy PLC                                                        ROTH Capital
PANMURE GORDON, as nominated adviser                         (the founder and executive chairman of            (LON: LBE)                            Metalico, Inc.                   Partners LLC               SANEXEN Environmental
                                                                                                                Fundraise, reverse             Sale of substantial assets of a        Financial advisor to           Services Inc.
and broker, on the acquisition by Kistos                     Rockrose Energy plc) with the objective of     takeover and farm-ins with        scrap metal recycling business in          Tengasco, Inc.           US Counsel in Acquisition of
                                                                                                                Equinor, Idemitsu,              Ohio to two of its subsidiaries        in its merger with
plc of Tulip Oil Netherlands BV and a                        acquiring and managing businesses in the               and Spirit                                                          Riley Petroleum
                                                                                                                                                                                                                   American Process Group

related fundraising by the company to raise                  energy sector and the energy transition.

                                                                                                          The Segen Group Limited             Tokyo Gas America Ltd.                  Water Energy
                                                                                                                   Sale to Labora                 Acquisition of the Aktina           Services, LLC
                                                                                                                  Holdings Limited                     Solar Project              Acquisition of FMS Business
                                                                                                                                                                                   from Key Energy Services

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TRANSPORTATION AND LOGISTICS                                                                               TRANSPORTATION AND LOGISTICS HIGHLIGHTS

                                                                                                                  ACFS Port                        ADOMANI, Inc.                     AeroVironment, Inc.                    Continental AG
                                                                                                               Logistics Pty Ltd                 (OTCMKTS: ADOM)                      (NASDAQ: AVAV)                         (FRA: CON)
                                                                                                           Acquisition of IPS Logistic Group      Private Placement (PIPE)                  Acquisition of                 Acquisition of shares in
                                                                                                              Port of Brisbane business               of Common Stock                     Arcturus UAV, Inc.                Volocopter GmbH via
                                                                                                                                                                                                                             Series D financing

                                                                                                                                                                                      Keystone Automotive
                                                                                                            Daido Kogyo, Co. Ltd.                   The Greenbrier                 Operations, Inc., subsidiary            LKQ Corporation
                                                                                                                                                   Companies, Inc.                     of LKQ Corporation                   (Nasdaq: LKQ)

CROSS-BORDER DEAL FOR
                                                                                                             Joint Venture and Strategic
                                                                                                            Alliance with a major German                                                 (Nasdaq: LKQ)
                                                                                                                counterpart in the U.S.
                                                                                                                                                     (NYSE: GBX)                           Acquisition of
                                                                                                                                                                                                                                Acquisition of
                                                                                                                                                                                                                           Green Bean Battery, LLC
                                                                                                                                                   Renewal and extension           Seawide Marine Distribution, Inc.

URBAN AIR MOBILITY COMPANY
                                                                                                                                                   of three Bank Facilities

K&L Gates represented German                                 helicopter concept for electrically powered
multinational automotive parts                               passenger-carrying air cabs based on
                                                                                                             OSRAM Continental
manufacturing company, CONTINENTAL AG                        drone technology. We also advised                    GmbH                          REP TI Holdings, LLC                Transportation Insight             Tokyo Century Corporation
                                                                                                                                               Acquisition of Transaver Global        Holding Company                         (TYO: 8439)
on the acquisition of shares in Volocopter                   Japanese Tokyo Century Corporation,            Dissolution of joint venture and
                                                                                                                                               Services, Inc. and its affiliates
                                                                                                           re-transfer of certain businesses                                         Acquisition of the assets of           Acquisition of shares
GmbH during the company’s Series-D                           a lease financing business on the                   back to shareholders
                                                                                                                                                         (Transaver)
                                                                                                                                                                                          SwanLeap, Inc.                     of Volocopter GmbH
                                                                                                                OSRAM and Continental                                                                                      via Series D Financing
financing round. Volocopter is an aircraft                   acquisition of Volocopter shares in the
manufacturer that is developing a                            financing round.

                                                                                                                                               Warn Industries, Inc.,               Warn Industries, Inc.,
                                                                                                            VISA Global Logistics               Subsidiary of LKQ                    Subsidiary of LKQ
                                                                                                            Advised VISA Global Logistics          Corporation                          Corporation
                                                                                                             on its Merger with Mondiale          (Nasdaq: LKQ)                        (Nasdaq: LKQ)
                                                                                                                   Freight Services
                                                                                                                                                Acquisition of Fab Fours, Inc.             Acquisition of
                                                                                                                                                                                       Fabtech Industries, Inc.

22 | 2022 Global Corporate Practice Transaction Highlights                                                                                                                                                                       KLGATES.COM | 23
OTHER INDUSTRY HIGHLIGHTS                                                                               OTHER INDUSTRY HIGHLIGHTS

                                                                                                          Abundant Eminent
                                                                                                              Limited                          BackStage, LLC                   I Am Beyond LLC                Big Rock Sports, LLC
                                                                                                          Acquisition of US exclusive         Acquisition of Voice123          d/b/a Beyond Yoga                  Growth Capital Funding
                                                                                                         franchise right of a Japanese
                                                                                                                                                                               Sale to Levi Strauss & Co.
                                                                                                                 coffee brand

ACQUISITION LEADS TO
SIGNIFICANT GROWTH IN                                                                                      BirdDog Australia
                                                                                                                Pty Ltd
                                                                                                                                          Cluey Learning Pty Ltd
                                                                                                                                                (ASX: CLU)
                                                                                                                                                                                     Creadev
                                                                                                                                                                                International SAS
                                                                                                                                                                                                                Represented Carrick
                                                                                                                                                                                                                 Capital Partners

INTERNATIONAL FOOTPRINT
                                                                                                             Pre-IPO Convertible               Initial Public Offering            Series C Offering of         Series D Financing of DailyPay
                                                                                                                Note Funding                                                      Alira Health Group
                                                                                                                                                                                     Holdings LLC

K&L Gates represented AMERICOLD,                             the AU$1.7 billion acquisition of Agro
the world’s largest publically traded                        Merchants Group, including the Doboy
REIT focused on the ownership,                               business in Brisbane, and the AU$100
                                                                                                                                                                                                                 Global Resale, LLC
operation, acquisition, and development                      million acquisition of Lago Cold Stores.    DDW The Color House              DESSIGN GROUP GmbH                       Dianomi PLC
                                                                                                                                                                                                                       Acquisition of
of temperature-controlled warehouse on                                                                         Sale to Givaudan             Acquisition of all shares in           (LON: DNM)                       Tech Trade Partners
                                                                                                                                               CW Haarfeld GmbH                    Placing of existing
                                                                                                                                                                                    and new shares

                                                                                                             Global Schools              The Goldfield Corporation
                                                                                                                                                                                  Engine Group                     Environmental
                                                                                                              Foundation                  Represented in connection with
                                                                                                                                                                                                                  Intelligence, LLC
                                                                                                                                            a cash tender offer by First      Sale of Trailer Park business
                                                                                                             Investment by Apollo         Reserve for all of the issued and                                          Sale to Montrose
                                                                                                              Global Management           outstanding shares of common                                           Environmental Group, Inc.
                                                                                                                                            stock, followed by a merger

                                                                                                                Europ                            iROCKER LLC                    KFI Holdings, LLC                 KFI Holdings, LLC
                                                                                                          Assistance Holding                    Recapitalization by                 Acquisition of                  Equity Purchase of
                                                                                                               Sale of CareLinx               Dubin Clark & Company              Double J Disposal, Inc.      TS Landfill, Inc. and Bruin Waste
                                                                                                                                                                                                                    Management, LLC

24 | 2022 Global Corporate Practice Transaction Highlights                                                                                                                                                               KLGATES.COM | 25
OTHER INDUSTRY HIGHLIGHTS (CONTINUED)

                                                                                                         The Nielsen Company
         Lonestar                   MÓG U- Enterprises                     Movano Inc.                                                     Titomic Limited              Westpac                     Winc, Inc.            Yumbah Aquaculture Ltd
                                                                                                                US LLC
    Data Holdings, Inc.             Offering of Common Stock            Initial Public Offering                                               (ASX: TTT)           Institutional Bank               Acquisition of           Acquisition of Cameron
      Series Seed Financing
                                                                                                             (NYSE: NLSN)                                             (ASX: WBC)                Natural Merchants, Inc.       of Tasmania Pty Ltd
                                                                                                                                          Private Placement and
                                                                                                           Acquisition of TVTY S.A.        Share Purchase Plan    Secured Syndicated Facility
                                                                                                                                                                    Agreement - Singapore

     Nutritional Growth
                                    Once Upon a Farm                  Once Upon a Farm                   Parfield International        Yumbah Aquaculture Ltd
     Solutions Limited
                                        Series C Financing                  Acquisition of                     Privatization of               Underwritten
         (ASX:NGS)                                                 Frozen Harvest Intelligence, Inc.,      China Biological Product         Entitlement Offer
          Capital Raising                                                 d/b/a Raised Real                     Holdings, Inc.
      with Share Placements

       PharmaReview
    Sale to Bridgepoint Growth
                                      Propét USA, Inc.
                                       Sale of Propét shoe
                                                                       QualTek USA, LLC
                                                                    Acquisition of Broken Arrow
                                                                                                        Red Ventures Holdco, LP
                                                                                                                Acquisition of
                                                                                                                                               K&L Gates was recognized as a
                                    business by Propét USA Inc     Communications, Inc. (BACOM)               CNET Media Group

                                                                                                                                               2022 NATIONAL TIER 1 FIRM in the
                                                                                                                                               areas of Corporate Law and Mergers
                                                                                                                                               & Acquisitions Law by U.S. News-Best
  Red Ventures Holdco, LP             Rich and Rhine                        Sinch AB                            Sinch AB
             Sale of
   CNET Content Solutions (CCS)
                                        Wholesale
                                          Asset Sale to
                                                                          (STO: SINCH)
                                                                      Acquisition of Inteliquent
                                                                                                              (STO: SINCH)
                                                                                                         Acquisition of MessageMedia
                                                                                                                                               Lawyers® “Best Law Firms,” two of 165
                                       Harbor Foods Group

                                                                                                                                               first-tier practice rankings and 255
                                                                                                                                               rankings overall for the firm.
          Sinch AB                        Sinch AB                         Ted Nixon                      TMCI Holdings, Inc.
        (STO: SINCH)                    (STO: SINCH)                    Revocable Trust                   Sale of Season Brand LLC
      Acquisition of Pathwire     Acquisition of MessengerPeople            Investment in                     to Mutandis SCA
                                                                             Fermentalg

26 | 2022 Global Corporate Practice Transaction Highlights                                                                                                                                                                           KLGATES.COM | 27
THE K&L GATES EXPERIENCE
CLIENT FOCUSED                                                      CLIENT-FIRST APPROACH                                                              INDUSTRY RECOGNITION
K&L Gates is one of the largest law firms in the world              In all we do, our objective is to provide nothing
with more than 45 offices located in key capital cities             short of the utmost value to our clients by providing                              K&L Gates was recognized as “LAW FIRM OF THE YEAR”
and world commercial and financial centers across five
continents. Our broad platform offers clients local market
                                                                    solutions to their legal and business needs. Our
                                                                    client-first approach is manifested firmwide—from
                                                                                                                                                       in the area of Corporate Law in the 2022 edition of the
knowledge and access to both national and international
capabilities. With the combined knowledge, resources,
                                                                    matter management and pricing practices, to the
                                                                    technology and innovations we apply, to our deep
                                                                                                                                                       U.S. News-Best Lawyers® “Best Law Firms” report.
talent, and experience of more than 1,800 lawyers, our              industry and sector-specific knowledge across the
global reach extends beyond our office locations to areas
such as Africa, India, and Latin America.
                                                                    key industries in which our clients operate—our
                                                                    clients’ best interests are at the forefront of the
                                                                                                                            SOCIALLY RESPONSIBLE
                                                                    decisions and investments we make.                      On top of our commitment to our clients and the legal profession, we are
                                                                                                                            dedicated to working together for the common good. This core value is

                                                                    K&L Gates was named among 21                            more than just rhetoric. Corporate social responsibility is more than a
                                                                                                                                                                                                           Of those lawyers
GLOBALLY POISED–                                                                                                            management imperative at K&L Gates, it’s woven into the DNA of our firm.

TRULY INTEGRATED                                                    law firms “highly recommended”                                                                                                         promoted to
                                                                                                                            DIVERSITY AND INCLUSION                                                        partner in 2021,
We may have many offices around the world, but we                   by top legal decision makers for                        For years, our firmwide Diversity and Women in the Professional

                                                                                                                                                                                                           OVER 52%
operate as one firm, united and without borders. Being
a fully integrated firm, we seamlessly represent leading            their “SUPERIOR CLIENT SERVICE,                         Committees have been at the center of our efforts, fueling diversity
                                                                                                                            and inclusion initiatives both inside and outside the firm. Those
multinational corporations, growth and middle-market
                                                                    DEMONSTRATING A CULTURE                                 efforts include mentorship and career development opportunities for

                                                                                                                                                                                                           ARE DIVERSE.
companies, capital market participants, and entrepreneurs
                                                                                                                            our lawyers; launching major initiatives such as K&L Gates for Equal
in every major industry, as well as public sector entities,
educational institutions, philanthropic organizations and
                                                                    DRIVEN BY CLIENT FOCUS,                                 Justice, a joint diversity and pro bono effort that harnesses our legal
                                                                                                                            skills to promote equal justice under the law; and joining the Law Firm
individuals. Our robust set of multidisciplinary practice
areas and services, combined with our collaborative
                                                                    AND UNDERSTANDING CLIENTS’                              Antiracism Alliance to work toward eradicating racism.

culture, means our clients can confidently turn to                  BUSINESS,” according to BTI
K&L Gates to guide them through nearly any legal issue                                                                      PRO BONO AND COMMUNITY                                                IN 2021, OUR FIRM
with reliable service and a consistent experience.                  Consulting Group’s 2021 Most
                                                                                                                            OUTREACH                                                                DEVOTED MORE THAN
                                                                    Recommended Law Firms report.                           Lawyers in our offices around the world have provided pro
                                                                                                                            bono legal representation to countless disadvantaged and       47,000 HOURS
INNOVATIVE
                                                                                                                                                                                                  TO PRO BONO CASES.
                                                                                                                            oppressed individuals as well as to nonprofit organizations
                                                                                                                            that provide community services. We worked with Global
At K&L Gates, we strive to meet our clients at the critical cross-roads of their challenges and business                    Water 2020 and secured a US$35 million increase in U.S.
needs to help them navigate the increasingly complex legal landscape. In today’s data-heavy, fast-moving,                   foreign assistance funding to increase access to clean
and multijurisdictional environment, we understand the importance of being able to manage the growing                       drinking water for some of the world’s poorest people. We
volume of information at ever-increasing speeds. That’s why we carefully invest in technology platforms,                    also made an impact with efforts such as our Anti-Human
harness innovative techniques in processes and procedures, and create a culture of driving growth which                     Trafficking Initiative and Cyber Civil Rights Legal Project.
enhances our efficiency and delivery of services, facilitates collaboration, and helps solve client problems.                                                                              SUSTAINABILITY
In 2021, to further embrace innovation and
develop new ideas, the K&L Gates IDEA                                                                                       THOUGHT LEADERS                                                As a firm, we are intentional about understanding
                                                                                                                                                                                           and mitigating our impact on the climate. We
Group sponsored a compelling speaker series,                                                                                Our lawyers are thought leaders not only in the legal          continuously consider our use of resources across
TALKING Innovation—Imagine. Develop.                                                                                        industry, but also in the industries they serve. We            our global platform, and determine and execute
Experiment. Act., to explore the possibilities by                                                                           immerse ourselves in burgeoning areas and technolo-            on actions we can take to make our business more
learning from creative thinkers who shared their                                                                            gies that are reshaping the world such as data privacy,        sustainable. We extend this commitment beyond our
ideas and insight from both inside and outside                                                                              social media, blockchain, and artificial intelligence.         firm by globally supporting our clients in achieving
the legal lens.                                                                                                             Legal insights, client alerts, virtual webinars, blogs,        their sustainability goals. We work with many clients
                                                                                                                            podcasts, videos, and on-demand CLE are regularly              to develop policies that drive innovation and thought
                                                                                                                            updated and readily available on our website.                  leadership in sustainability.

28 | 2022 Global Corporate Practice Transaction Highlights                                                                                                                                                                       KLGATES.COM | 29
K&L Gates is a fully integrated global law firm with lawyers and policy professionals located across five continents.
For more information about K&L Gates or its locations, practices and registrations, visit klgates.com.
This publication is for informational purposes only and does not contain or convey legal advice. The information herein should not be
used or relied upon in regard to any particular facts or circumstances without first consulting a lawyer.
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