Seth Traxler, P.C.
Overview
Seth Traxler co-leads Kirkland’s global Technology & IP Transactions practice. He serves as lead counsel in complex or strategic deals where technology assets or opportunities are core to the deal’s value proposition.
Seth has over 25 years’ experience negotiating oftentimes transformative M&A deals, financings, joint ventures, collaborations, licenses, and other strategic commercial agreements. Seth is a key advisor supporting significant M&A transactions for leading public companies and premier private equity sponsors. Over the course of his career, he has worked on more than 200 completed technology-intensive M&A deals, more than 125 completed carve-outs, and more than 40 joint ventures and collaborations. He is particularly experienced on transactions involving business models where commercial matters heavily intersect with technology and legal matters; complicated business separations involving the entanglement of technology and intangible assets; and advising sponsor clients on the full lifecycle of their investments.
Seth’s successful track record of advising companies on technology’s impact on their corporate strategies and business models has earned him a ranking for nine consecutive years in the IAM Patent 1000, which noted that his “tech-intensive M&A experience is virtually second to none” and called him “a master craftsman of complex, international deals of all stripes.”
Seth has also been recognized by:
- The Hollywood Reporter’s “Power Lawyers 2023: Hollywood’s Top 100 Attorneys List”
- Variety’s “Legal Impact Report 2023: Meet Hollywood’s Top Entertainment Dealmakers and Litigators”
- Chambers USA: Technology & Outsourcing 2017, 2018, 2023
- Legal 500 Technology: Transactions 2017–2023
- Media and Entertainment: Transactions 2022–2023
- Patents: Licensing 2018–2023
He has helped lead multiple award-winning transactions, including an innovative financing arrangement for United Airlines, which was named IFLR’s Debt Capital Markets U.S. Deal of the Year in 2021, Blackstone’s transformative partnership with Hipgnosis Song Management that was named IFLR’s Private Equity Deal of the Year in 2022, and Brookfield Infrastructure Partners' $30 billion joint venture with Intel that was named to The American Lawyer's 2023 list of “Dealmakers of the Year.”
Experience
Representative Matters
Seth’s deal experience includes:
Software & Services
- Thoma Bravo, a premiere private equity firm investing in software and technology, in its investments into and strategic support of more than 100 software companies across all fund strategies (large cap, mid cap, small cap, and growth), including:
- $950 million carve-out acquisition of Veracode from Broadcom
- $1.6 billion take-private acquisition of Barracuda Network
- $950 million carve-out acquisition of Symantec’s SSL business
- Accenture, a leading professional services consultancy, in its:
- carve out acquisition of Symantec’s Cyber Security Services business from Broadcom
- joint venture with Apax Partners from the carve-out of Accenture’s Duck Creek Technologies
- $830 million carve-out sale of its Navitaire travel systems business to, and long-term strategic alliance with, Amadeus SA
- Open Invention Network, a joint venture of eight companies 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
Life Sciences
- Eli Lilly and its wholly owned subsidiary Dermira in an outbound license agreement with Evommune for three development programs for the treatment of inflammatory diseases
- Hellman & Friedman in its $1 billion carve-out acquisition of Cordis, a manufacturer of cardiology and endovascular interventional devices, from Cardinal Health (NYSE: CAH)
- Mazor Robotics in its robotic surgery technology strategic alliance with Medtronic
- Samumed in its exclusive license agreement with United Therapeutics Corporation for North American rights to Samumed's SM04646, being developed for the treatment of idiopathic pulmonary fibrosis (IPF)
- Perceptive Advisors-backed ARYA Sciences Acquisition Corp. III (NASDAQ: ARYA) in its $1.3 billion business combination with Nautilus Biotechnology, a company pioneering a single-molecule protein analysis platform for quantifying the human proteome
- GTCR-backed Cole-Parmer in its add-on acquisition of ZeptoMetrix, a life sciences developer and manufacturer of quality control standards and verification panels used in molecular diagnostic testing for infectious diseases
- Thoma Bravo in its strategic growth investment in Circle Cardiovascular Imaging Inc. (Circle CVI), the global leader in cardiovascular imaging solutions
Media, Entertainment, Gaming and Sports
- Oaktree Capital Management in its acquisition of Shout! Factory, a provider and producer of feature film and television content
- Blackstone, a leading alternative investment manager, in its:
- transformative partnership with Hipgnosis Song Management to deliver c.$1 billion to acquire and manage song catalogues, with follow-on catalogue purchases from iconic artists including Kenny Chesney, Leonard Cohen, Erika Ender, Justin Timberlake, TMS and Justin Bieber
- acquisition of music rights organization SESAC
- carve-out acquisition of Entertainment One Music (eOne Music), a collection of record labels, from Hasbro
- acquisition of Moonbug Entertainment, a global children’s entertainment company, through Blackstone’s next-generation media company Candle Media
- sale of Death Row Records to entertainment and hip hop icon Snoop Dogg
- Metallica in its acquisition of the majority interest in Furnace Record Pressing, a leading provider of high-quality vinyl records
- Cosm, a leading immersive technology, media and entertainment company, in its multi-year partnership with:
- the NBA that will feature a new live game viewing experience for fans
- the UFC, the world's premier mixed martial arts organization
- the Cirque du Soleil, a world leader in live entertainment
- Abry Partners in its $100 million investment in HARTBEAT, Kevin Hart’s comedy-focused media and entertainment company
- Verizon (NYSE: VZ) on the carve-out sale of Verizon Media to Apollo Global Management, Inc. (NYSE: APO) for $5 billion
- KKR in its strategic investment in PlayOn! Sports, a high school sports media and technology company, and PlayOn! Sports’ subsequent acquisition of GoFan, a digital ticketing company for high school sports and events
- Silversmith Capital Partners and its portfolio company DistroKid, the world’s leading distributor of independent music, on a substantial investment from Insight Partners
- MRC and its portfolio company Billboard in its acquisition of the music-industry data, software and analytics business of Nielsen Holdings (n/k/a Luminate) and joint venture of such business with Penske Media Corporation, and in its minority stake in Fulwell 73, an Emmy-winning British independent production company involving James Corden
- Naver Corporation, Korea’s largest internet company, in its $600 million acquisition of social storytelling platform Wattpad and its $1.2 billion acquisition of Poshmark (NASDAQ: POSH), a social e-commerce marketplace
- Founder and controlling shareholder of World Wrestling Entertainment Inc. (WWE), on the combination of WWE with the Ultimate Fighting Championship (UFC) league into a new, publicly-listed company
- The Carlyle Group in its acquisition of British video game studio Jagex
- Krafton in its acquisition of game development studio Unknown Worlds
Energy & Infrastructure
- Brookfield Infrastructure Partners L.P. in its $30 billion joint venture with Intel Corporation to fund Intel’s under-construction semiconductor fabrication facility in Chandler, Arizona
- Stonepeak Partners LP in the formation of Levo Mobility LLC, a $750 million sustainable infrastructure joint venture with Nuvve Holding Corp. (Nasdaq: NVVE), which will utilize Nuvve’s proprietary vehicle-to-grid platform to accelerate deployment of electric fleets
- Eos Energy Storage in its strategic partnership with Holtec International, Inc., to manufacture and commercialize Eos’ next generation batteries
- TPG Rise Climate in its strategic partnership with and convertible preferred equity investment in Nextracker, a provider of intelligent, integrated solar tracker and software solutions
Travel & Hospitality
- Mohari Hospitality in its acquisition of Tao Group Hospitality, a global leader and innovator in restaurants, nightlife, and entertainment
- United Airlines in its innovative $6.8 billion financing comprised of $3.8 billion of bonds and $3 billion of term loans secured by the airline’s MileagePlus loyalty program, a first-of-its-kind approach to liquidity
- Norwegian Cruise Lines in its $2.4 billion capital markets transaction, the first-ever four-tranched marketed financing
- Silver Lake and Sixth Street Partners in their $1 billion investment in Airbnb
- Wyndham Destinations on its acquisition of the Travel + Leisure brand and travel clubs from Meredith Corporation, including a long-term license back to Meredith
- Wyndham Worldwide in its spin-off separation into separate publicly traded companies, Wyndham Hotels & Resorts, Inc. and Wyndham Destinations, Inc.
- 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
- Robert Redford and his affiliate Sundance Partners in the sale of Sundance Mountain Resort to Broadreach Capital Partners and Cedar Capital Partners
- Bain Capital’s capitalization and launch of Virgin Cruises, including the long-term license agreement with Virgin, and Bain’s $3.5 billion acquisition of Virgin Australia
Automotive
- General Motors in its $2.25 billion investment from the SoftBank Vision Fund in GM Cruise, GM’s autonomous vehicle business
- Polestar Performance, an electric performance car company, in its $20 billion business combination with Gores Guggenheim
Consumer Products, Services & Brands
- Victoria’s Secret & Co. (NYSE: VSCO) in its acquisition of Adore Me, Inc., a digitally-native intimates brand
- L Catterton, the largest global consumer-focused private equity firm, in multiple transactions including its:
- acquisition of a majority stake in BIRKENSTOCK Group
- acquisition of Kodiak Cakes and subsequent strategic partnership with actor and producer, Zac Efron
- $900 million sale of ELEMIS to L’Occitane International
- Cerberus Capital Management in six carve-out transactions including its:
- acquisition of Staples’ European business
- acquisition of Avon’s North American business
- Grubhub Inc. on its:
- strategic partnership with Yum! Brands
- $287.5 million carve-out acquisition of Eat24 from Yelp, Inc.
- Kellogg Company (NYSE: K) in the spin-off of its North American cereal and plant-based foods businesses into two independent public companies
- WHP in both its $115 million acquisition of Joseph Abboud trademarks from Tailored Brands, Inc. (NYSE: TLRD) and acquisition of a controlling interest in Tru Kids, parent company to the iconic Toys”R”Us®, Babies”R”Us®, Geoffrey® the Giraffe brands and more than 20 established related consumer toy and baby brands
- Fortress Credit Advisors in multiple IP-backed financings, including its:
- $282 million financing for the take-private acquisition of Perry Ellis International, a leading designer, distributor and licensor of a broad line of high quality men’s and women’s apparel, accessories and fragrances
- $300 million term loan to Iconix Brand Group, owner of a diversified portfolio of fashion and home brands
Clerk & Government Experience
Law ClerkHonorable John GradyUnited States District Court for the Northern District of Illinois1998–1999
More
Recognition
The Hollywood Reporter’s “Power Lawyers 2023: Hollywood’s Top 100 Attorneys List”
Variety’s “Legal Impact Report 2023: Meet Hollywood’s Top Entertainment Dealmakers and Litigators”
Recognized for “Technology & Outsourcing,” Chambers USA, 2017, 2018, 2023
Recognized for "Media and Entertainment: Transactions," Legal 500, 2022–2023
Recognized for "Patents: Licensing," Legal 500, 2018–2023
Recognized for "Technology: Transactions," Legal 500, 2017–2023
Recognized for "Transactional Practice," IAM Patent 1000, 2013–2023
Credentials
Admissions & Qualifications
- 1997Illinois
Courts
- United States District Court for the Northern District of Illinois1998
Languages
- English
- Spanish
Education
- Northwestern Pritzker School of LawJ.D.cum laude1997Articles Editor, Northwestern Law Review
- University of KansasB.A.cum laude1993Phi Beta Kappa
Civic and Pro Bono
Director of the Kirkland & Ellis Foundation
Former board member for Equip for Equality and the highly-acclaimed Writers’ Theatre
Kirkland Pro Bono Service Award for Outstanding Service (2007–2020) for work with many organizations, including A Sense of Home, an organization creating homes for youth aging out of foster care; the American Theatre Wing, the creator of the Tony Awards and a supporter of theater through educational programs, grants and awards; and Ownership Works, a nonprofit partnering with companies and investors to give employees ownership opportunities to share in the value creation.
Angel investor in Broadway productions including Spamalot, History Boys, You’re Welcome America by Will Ferrell, and Mean Girls