Seth Traxler, P.C.

Mergers & Acquisitions

Seth has served as a key advisor in numerous significant M&A transactions for public and private companies. He has worked on more than 125 completed technology-intensive M&A deals and more than 50 completed carve-outs.

Public Company Representations

• Verizon (NYSE: VZ) on the sale of Verizon Media to funds managed by Apollo Global Management, Inc. (NYSE: APO) for $5 billion. The carve-out allows Verizon Media to pursue growth areas of Internet and digital media while Verizon maintains a minority stake 
• Wyndham Destinations on its acquisition of the Travel + Leisure brand, travel clubs, and all other related assets from Meredith Corporation, together with a long-term license back to Meredith Corporation for its magazine and digital content operations, along with multiple content and data licenses
• Naver Corporation, Korea’s largest information technology company, in its $600 million acquisition of Wattpad, which combined Wattpad’s leading social storytelling platform with Naver’s WEBTOON, a leading global digital comics platform
• United Airlines Holdings, Inc. on a $6.8 billion financing comprised of $3.8 billion of bonds and $3.0 billion of term loans secured by the airline’s loyalty program, MileagePlus
• Norwegian Cruise Lines in its $2.4 billion transaction involving four different capital markets products, the first-ever four-tranched marketed financing
• Accenture, a leading global professional services company, in multiple deals, including: the acquisition of Symantec’s Cyber Security Services business from Broadcom, Inc.; the joint venture with Apax Partners from the carve-out of Accenture’s Duck Creek Technologies insurance software business; the $830 million carve-out sale of its Navitaire travel systems business to, and long-term strategic alliance with, Amadeus SA
• General Motors in its $2.25 billion investment from the SoftBank Vision Fund in GM Cruise Holdings LLC, GM’s autonomous vehicle (AV) business, at a $11.5 billion valuation
• Lee Enterprises Inc. in a five-year agreement with Berkshire Hathaway Inc. to manage Berkshire Hathaway’s newspaper and digital operations in 30 markets
• Abbott in its $5.8 billion acquisition of Alere Inc.
• Grubhub Inc. on its strategic partnership with Yum! Brands and on its strategic partnership with and $287.5 million acquisition of Yelp Inc.’s online food-ordering business, Eat24
• Wyndham Worldwide in its separation via spin-off into two separate publicly traded hospitality companies valued at approximately $11 billion, Wyndham Hotels & Resorts, Inc. and Wyndham Destinations, Inc.

Private Equity Sponsor Transactions

• Blackstone on a transformative partnership with Hipgnosis Song Management Ltd (“HSM”), which will initially deliver c.$1 billion to acquire music rights, to manage song catalogues, and to elevate HSM’s infrastructure and business functions, including the development of new song management expertise, data science capabilities, and technology solutions 

• Silversmith Capital Partners and its portfolio company, DistroKid, the world’s leading distributor of independent music, on a substantial investment in DistroKid from Insight Partners that values the company at $1.3 billion. The investment will fuel the continued development of DistroKid’s industry-leading suite of tools for musicians

• The Carlyle Group in its acquisition of Jagex, one of the largest and most successful British video game studios, developing and publishing video games on PC and mobile 

• Silver Lake and Sixth Street Partners in their $1 billion investment in Airbnb

• Valence Media and Billboard in the acquisition of the music-industry data, software and analytics business of Nielsen Holdings

• ELEMIS, the number one luxury British skincare brand, in its definitive agreement to be acquired by L’Occitane International S.A., the leading manufacturer and retailer of natural cosmetics with a portfolio of premium beauty brands, for $900 million

• Valence Media in its $60 million minority stake in Fulwell 73, an Emmy-winning British independent production company. Fulwell 73 produces The Late Late Show With James Corden and Drop the Mic, as well as the documentaries Class of 92 and I Am Bolt

• Fortress Credit Advisors LLC in its $300 million term loan to Iconix Brand Group, and in its $282 million financing for the take-private acquisition of Perry Ellis International
• Thoma Bravo, a premier investor in technology companies, in its acquisitions of more than 40 software companies, including: the $950 million acquisition of next-generation application security testing (AST) provider Veracode; the $950 million carve-out acquisition of Symantec’s SSL business; the $1.025 billion carve-out acquisition of Digital Insight from Intuit; the $1.35 billion carve-out acquisition of Lexmark’s enterprise software business; the $1.6 billion take-private acquisition of Barracuda Networks, a cloud-enabled security and data protection solutions provider; and the carve-out acquisition (with co-investor Madison Dearborn Partners) of Kaufman, Hall & Associates’ software division to create Syntellis Performance Solutions.
• TPG in its $450 million investment in Vice Media
• KKR in its investment in the Ultimate Fighting Championship (UFC) league
• Cerberus Capital Management in its carve-out acquisition of Staples’ European business and its carve-out acquisition of Avon’s North American business
• Blackstone in its acquisition of SESAC Holdings, a leading music rights organization

Joint Ventures, Strategic Alliances and Collaborations

• ALT Finance Foundation — established by Apollo, Ares and Oaktree — in the formation of a nonprofit focused on developing curriculum, fellowships and scholarships available to students at historically black colleges and universities
• Stonepeak Partners in its formation of Levo Mobility LLC (Levo), a joint venture formed by Nuvve Holding Corp., Stonepeak Partners, and Evolve Transition Infrastructure LP that provides Fleet-as-a-Service (FaaS) solutions enabling fleets to switch to electric vehicles (EVs) quickly with no upfront costs and full financing options. Levo will utilize Nuvve’s V2G technology and committed capital from Stonepeak and Evolve to offer Fleet-as-a-Service for school buses, last-mile delivery, ride hailing and ride sharing, and municipal services. Stonepeak and Evolve plan to deploy up to an aggregate $750 million capital commitment
• Eos Energy Storage in its strategic partnership with Holtec International, Inc., including the formation of HI-POWER, LLC, to manufacture and commercialize Eos’ next generation batteries
• Accenture in its joint venture with Apax Partners from the carve-out of Accenture’s Duck Creek Technologies insurance software business
• Wyndham Hotel Group in a joint venture with five other industry participants to launch Room Key, Inc., a digital platform business for the travel industry
• Bain Capital in connection with capitalizing and launching Virgin Cruises, including the long-term license agreement with Virgin Group; negotiation of the brand license agreement with Virgin Enterprises in connection with Bain’s $3.5 billion acquisition of Virgin Australia
•  Siluria Technologies in a collaboration agreement for the development of technology to convert methane to ethylene through oxidative coupling
• Mazor Robotics in robotic surgery technology strategic alliance with Medtronic
• Open Invention Network, a joint venture of eight companies (Google, IBM, NEC, Philips, Red Hat, Sony, SUSE, and Toyota) and 3400+ licensing participants, which is the largest patent non-aggression community and supports the freedom of action with respect to the Linux operating system
• Celerity Pharmaceuticals in its collaboration with Baxter International Inc. to develop eight pharmaceutical drugs

Software, Service and IT Deals 

• software development agreements
• IT platform agreements
• outsourcing agreements
• implementation and integration agreements
• managed services agreements

Patent Licenses and IP Monetization Deals 

• patent licenses, patent pledges, patent pools
• royalty buy-outs
• IP-focused investment funds
• secured financings with patents as collateral

Brand, Trademark, and Copyright Deals

• Representing clients in joint venture and/or brand licensing relationships with the National Football League, Major League Baseball, Dow Jones, Playboy, Martha Stewart, American Girl, The Wall Street Journal, and Arnold Palmer
• Counseling media and entertainment companies, as well as film, record labels, music publishers, theatrical producers, publishing, and gaming clients