Scott B. Joachim

Scott Joachim is a partner in the firm’s Private Equity Group.  Scott has extensive experience in mergers and acquisitions and corporate finance matters.  He regularly represents private equity funds (including leveraged buyout funds, growth equity funds, venture capital funds and hedge funds) and public and private companies in mergers and acquisitions, recapitalizations, venture financings, joint ventures and other strategic transactions.  He also represents public and private companies in capital raising transactions and on general corporate matters.

Scott has counseled funds and companies in transactions across a wide array of industries, including, among others, software, computer hardware, digital media, internet services, biotechnology, healthcare services, pharmaceuticals, energy, clean technology (including solar technology), manufacturing, supply chain management, and food and beverage.

Scott has substantial experience in cross-border transactions, including transactions between parties in the United States and India, China, New Zealand, Australia and Canada.

Scott is an Adjunct Professor at Hastings School of Law at University of California, San Francisco, where he teaches a course entitled "Mergers & Acquisitions: Law and Practice".

Scott is the publisher of M&A and Private Equity Viewpoints, a firm-sponsored blog that aims to provide timely and informative perspectives, observations and commentary on legal and market developments and trends in middle-market M&A and private equity.

Representative transactions include the following:

PRIVATE EQUITY TRANSACTIONS

Buyouts and Recapitalizations*

Represented $1 billion private equity fund in connection with (1) a dividend recapitalization transaction involving the issuance of preferred stock and convertible notes and the execution of a credit facility in the aggregate amount of $1 billion, (2) its $315 million acquisition of a modular building leasing company, (3) its $200 million sale of a food and beverage company, (4) its $115 million acquisition of a food and beverag­e division of a publicly-traded company and (5) its $25 million acquisition of a residential building manufacturer.

Represented $800 million private equity fund in connection with its $200 million acquisition of a payroll services company.

Represented $600 million private equity fund in connection with its $100 million bid for distressed assets in connection with a Section 363 proceeding under the Bankruptcy Code.

Represented $350 million private equity fund in connection with its acquisitions of two healthcare services companies.

Represented $265 million private equity fund in connection with (1) its acquisition of a supply chain management company and (2) its acquisition of a vehicle management solutions company.

Represented $130 million private equity fund in connection with (1) its acquisition of a high-resolution x-ray cabinet systems development company, (2) its acquisition of a medical device company, (3) its acquisitions and subsequent merger of two manufacturers of components for portable electronic devices and (4) a dividend recapitalization transaction.

Venture Capital Investments*

Represented private equity fund in connection with (1) its Series D preferred investment in a GPS technology company and (2) its Series E preferred investment in a supply chain management software company.

Represented venture capital fund in connection with its Series C-1 investment in a networking systems development company.

Represented venture capital fund in connection with (1) its Series C preferred investment in an internet services company and (2) its Series A preferred investment in a medical device company.

Represented venture capital funds in connection with their Series 1 preferred investment in a real estate management software company.

Represented venture capital fund in connection with its Series A preferred investment in an internet services company.

PIPEs (Private Investments in Public Equity) and Registered Direct Investments*

Represented hedge fund in connection with its investment in a specialty pharmaceutical company.

Represented hedge fund in connection with its investment in a video game development company.

Represented hedge fund in connection with its investment in an oil and gas exploration company.

Represented hedge fund in connection with its investment in an oil and gas exploration services company.

Represented hedge fund in connection with its investment in an environmental services company.

STRATEGIC M&A TRANSACTIONS*

Represented publicly-traded software company in connection wit its $265 million acquisition (through a tender offer and back-end merger) of a publicly-traded software company.

Represented U.S.-based geothermal company in connection with its multi-party, cross-border merger, listing on the Toronto Stock Exchange and concurrent $150 million private placement.

Represented publicly-traded electronic funds transfer company in connection with its $450 million acquisition (through a tender offer and back-end merger) of a publicly-traded electronic funds transfer company.

Represented publicly-traded communications company in connection with its $300 million cross-border acquisition of a venture-backed telecommunications systems company.
Represented publicly-traded biotechnology company in connection with its $110 million (including contingent payments) acquisition of a venture-backed drug development company.

Represented publicly-traded healthcare services company in connection with its $70 million acquisition of pharmaceutical specialty company.

Represented publicly-traded pharmaceutical company in connection with the sale of assets of its medical device division.

Represented publicly-traded accounting software company in connection with four acquisitions of privately-held accounting software companies.

INITIAL PUBLIC OFFERINGS AND FOLLOW-ON OFFERINGS

Company Representations*

Kinetic Concepts, Inc. (IPO and Follow-On)

Trimble Navigation, Inc. (Follow-On)

Rainmaker Systems, Inc. (Follow-On)

Underwriter Representations*

Digital Theater Systems, Inc. (IPO and Follow-On)

Rigel Pharmaceuticals, Inc. (IPO and Follow-On)

AvantGo, Inc. (IPO)

Lexar Media, Inc. (Follow-On)

Selling Stockholder Representations*

Yahoo, Inc., as selling stockholder in Google, Inc. IPO

* Prior Experience

Related Employment

• Skadden, Arps, Slate, Meagher & Flom LLP (Palo Alto)
• Paul, Hastings, Janofsky & Walker LLP (Palo Alto)
• Drinker Biddle & Reath LLP (San Francisco)