Atif Azher

Partner

San Francisco

One Market Plaza

Spear Tower, Suite 3800

San Francisco, CA 94105

Phone: +1-415-426-7225

Fax: +1-415-426-7301

Palo Alto

2475 Hanover Street

Palo Alto, CA 94304

Phone: +1-650-251-5033

Fax: +1-650-251-5002

Email: [email protected]

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A trailblazer in the technology sector and recent American Lawyer “Corporate Attorney of the Year,” Atif Azher is Managing Partner of the Bay Area offices, where he represents clients in a wide range of complex corporate matters, with a focus on M&A and private equity. He is a two-time Law360 “MVP” in Private Equity and was twice named one of the “Top 100 Lawyers in California” by the Daily Journal, which described him as “synonymous with the market’s largest and most complex transactions.” Atif is regularly recognized by The Legal 500 US and Chambers USA for “Private Equity: Buyouts.”

Atif provides sophisticated transactional counsel to public and private companies, investment funds and financial institutions in a variety of domestic and cross-border transactions. He regularly advises on multi-billion-dollar mergers, acquisitions, divestitures and JVs, drawing on his substantial experience across a broad range of industries, including technology, technology-enabled services, software, internet, sports and media, healthcare, fintech, accounting firm M&A, retail and consumer products, infrastructure and real estate. Additionally, he has significant experience guiding SPAC transactions, including advising target companies, SPACs and PIPE investors.

His corporate representations have included Airbnb, Applied Systems, Cohesity, Dell, Multiplan, PPD and UKG, among others. Atif’s private equity clients have included Apollo, Blackstone, Carlyle, Centerbridge, Francisco Partners, Haveli Investments, Hellman & Friedman, KKR, Riverwood, Silver Lake, Sterling, TCV and True Wind.

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Work Highlights

Dell in blockbuster deals, including its $67 billion acquisition of EMC; the spin-off of its 81% equity ownership interest in VMware; acquisition (as controlling stockholder of VMWare) of Pivotal Software; and $2.4 billion divestiture of its software group to Francisco Partners and Elliott Management
Silver Lake (the second-largest shareholder of VMware) in Broadcom’s $61 billion acquisition of VMWare, described in the Financial Times as the “Deal of the Decade”
PPD in its $17.4 billion sale to Thermo Fisher Scientific
Kronos and Ultimate Software in their $22 billion merger
Airbnb in its Series F capital raise and acquisition of Luxury Retreats
Blackstone, Carlyle and Hellman & Friedman in their majority investment in Medline Industries
Hellman & Friedman in its acquisition of The NPD Group; $11 billion take-private of The Ultimate Software Group; investment in Baker Tilly; NPD Group’s merger with Information Resources; and Baker Tilly in its combination with Moss Adams valued at $7 billion
Francisco Partners in its $2.2 billion agreement to take Jamf private and $2.1 billion acquisition, together with Clearlake Capital, of Black Duck Software from Synopsys, Inc.

Accolades

2023 and 2022 “Top Lawyer in California,” Daily Journal
2022 “Corporate Attorney of the Year,” The American Lawyer
2021 and 2017 “MVP” in Private Equity, Law360
2017 “Trusted Adviser” in Private Equity, The Recorder
2016 “Rising Star” in Private Equity, Law360

Education

University of Pennsylvania, 2004 M.A.
University of Pennsylvania Law School, 2004 J.D.
University of Arizona, 2000 B.S. and B.S.B.A.
magna cum laude

Associations

Board of Trustees, National Resources Defense Council
American Bar Association
New York State Bar Association

Admissions

California 2012
New York 2005

Managing Partner of the Bay Area offices, Atif Azher is a recent American Lawyer “Corporate Attorney of the Year” and a two-time Law360 “MVP” in Private Equity. Atif represents clients in a wide range of complex corporate matters, with a focus on M&A and private equity. He was twice named one of the “Top 100 Lawyers in California” by the Daily Journal, which described him as “synonymous with the market’s largest and most complex transactions.” Atif is regularly recognized by The Legal 500 US and Chambers USA for “Private Equity: Buyouts.” Earlier in his career, Atif was named a “Trusted Adviser” in Private Equity by The Recorder and a Law360 Private Equity “Rising Star.”

Atif provides sophisticated transactional counsel to public and private companies, investment funds and financial institutions in a variety of domestic and cross-border transactions. He regularly advises on multi-billion-dollar mergers, acquisitions, divestitures and JVs, drawing on his substantial experience across a broad range of industries, including technology, technology-enabled services, software, internet, sports and media, healthcare, fintech, retail and consumer products, infrastructure and real estate. Additionally, he has significant experience guiding SPAC transactions, including advising target companies, SPACs and PIPE investors.

Atif regularly advises clients in:

Take-privates
Leveraged buy-outs
Unsolicited takeover offers
Public and private acquisitions and investments (including PIPEs)
Corporate governance matters (including fiduciary law, SEC and stock exchange considerations)
Emerging and growth company matters (including capital raising transactions)
Financial advisory matters (including representing financial institutions)

Atif has represented clients in a wide range of transactions, including:

Corporate Transactions

Dell in blockbuster deals, including its $67 billion acquisition of EMC; the spin-off of its 81% equity ownership interest in VMware; acquisition (as controlling stockholder of VMWare) of Pivotal Software; and $2.4 billion divestiture of its software group to Francisco Partners and Elliott Management
Airbnb in its Series F capital raise and acquisition of Luxury Retreats
PPD in its $17.4 billion sale to Thermo Fisher
Bright Health in $750 million and $175 million convertible preferred stock PIPE financings
Kronos and Ultimate Software in their $22 billion merger
Baker Tilly in its combination with Moss Adams valued at $7 billion
NeueHealth in its entry into a definitive agreement to be taken private by National Enterprise Associates and a consortium of investors at an enterprise value of approximately $1.3 billion
Nu Skin Enterprises in its $250 million sale of Mavely
Circana in its agreement to acquire Nielsen’s Marketing Mix Modeling business and acquisition of NCSolutions
Applied Systems in its acquisition of Planck Resolution
UKG in its acquisitions of Immedis and Ascentis Corporation
Cohesity in its acquisition of Veritas’ data protection business
ZoomInfo in its corporate restructuring
Edelman Financial in its take-private acquisition of Financial Engines and Edelman Financial Engines in its investment from Warburg Pincus
Applied Systems in its acquisitions of EZLynx and Indio Technologies
Acoustic in its growth investment from Francisco Partners
Syncsort in its acquisition of Pitney Bowes’ Software Solutions business, forming Precisely, and Precisely in its sale to Clearlake Capital Group and TA Associates
ClubCorp in its $2.2 billion take-private sale to Apollo
Openlink Financial in its sale to ION Investment Group
Endeavor in its acquisition of IMG Worldwide
Goodman Global in its $3.7 billion sale to Daikin Industries
Interactive Data Corporation in its $5.2 billion sale to Intercontinental Exchange
Tsinghua Unigroup in its acquisition of a 51% interest in Hewlett Packard’s Chinese Networking and Technology Infrastructure business with a $4.5 billion valuation
TD Bank Financial Group in its $6.3 billion acquisition of Chrysler Financial Services and $8.5 billion acquisition of Commerce Bancorp

Private Equity Transactions

Francisco Partners in its $2.2 billion agreement to take Jamf private and $2.1 billion acquisition, together with Clearlake Capital, of Black Duck Software from Synopsys, Inc.
True Wind in its acquisition of a significant minority stake in SUNCORPORATION and minority investment in Rover Group
Haveli Investments in its majority recapitalization investment, together with Bregal Milestone, of M-Files Corporation
Francisco Partners, alongside Clearlake, in its acquisition of the Software Integrity business from Synopsys
Blackstone, Carlyle and Hellman & Friedman in their majority investment in Medline Industries
Silver Lake in numerous transactions, including: Broadcom’s $61 billion acquisition of VMware (described in the Financial Times as the “Deal of the Decade”); its $24.4 billion acquisition (together with Michael Dell) of Dell Inc.; its acquisition of equity holdings of David Bateman (founder of Entrata); IonQ’s $2 billion merger with dMY Technology Group; Social Finance’s $8.65 merger with Social Capital Hedosophia V; PIPE investments in AMC, Motorola Solutions and Unity Software; and investments in Alchemy, Carta, Clari, Entrata, Genies, Oak View Group, Plaid, Red Ventures, UFC and WME Entertainment
Hellman & Friedman in its acquisitions of The NPD Group, Checkmarx, Ultimate Software, Financial Engines, SnapAV, MultiPlan, Edelman Financial and Grocery Outlet; its investments in Baker Tilly, PointClickCare Technologies, Sprinklr, SimpliSafe (and subsequent sale of SimpliSafe to GTCR) and HUB; HUB in its minority common equity investment of approximately $1.6 billion; and NPD Group in its merger with Information Resources
Centerbridge in its acquisitions of INDUS Realty Trust, IBM’s marketing platform and portfolio of commerce software products, Vision Solutions, Syncsort and American Renal Holdings, and its strategic investment, alongside Bessemer Venture Partners, in Carr, Riggs & Ingram
Blackstone in its $4.133 billion IPO and numerous other transactions, including its: $870 million acquisition of Encore Medical; investment in Bayview Asset Management; and sale of its interest in Cumulus Media Partners LLC to Cumulus Media Inc.
Apollo in its $5 billion acquisition of The Michaels Companies
KSL Capital Partners in its equity investment of Flexjet
TCV as part of Aurelia Bidco Norway AS in its acquisition of Adevinta ASA

SPAC Transactions

Social Finance’s $8.65 billion merger with Social Capital Hedosophia Holdings Corp. V
Cellebrite DI Ltd.’s $2.4 billion merger with TWC Tech Holdings II Corp.
A Place for Rover’s $1.35 billion merger with Nebula Caravel Acquisition Corp.
IonQ’s $2 billion merger with dMY Technology Group III
CCC Intelligent Solutions Inc.’s $6.5 billion merger with Dragoneer Growth Opportunities Corp.
Multiplan’s $11 billion merger with Churchill Capital Corp III

Atif serves on the Board of Trustees of the National Resources Defense Council. He received a J.D. and an M.A. from the University of Pennsylvania and a B.S. and a B.S.B.A. from the University of Arizona. He is admitted to practice in New York and California.