Atif Azher

Partner

2475 Hanover Street

Palo Alto, CA 94304

Email: [email protected]

Phone: +1-650-251-5033

Fax: +1-650-251-5002

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Recognized as the 2022 Corporate Attorney of the Year by The American Lawyer and a 2021 MVP in Private Equity by Law360, Atif Azher represents clients in a wide range of complex corporate matters, with a focus on M&A and private equity. He was also named among the 2023 “Top 100 Lawyers in California” for the second consecutive year by the Daily Journal, which wrote that Atif’s name “has become synonymous with the market’s largest and most complex transactions.” Atif is also 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, entertainment and media, healthcare, financial services, fintech, retail and consumer products, and real estate. Additionally, he has experience working on 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)

His corporate representations have included Airbnb, Applied Systems, Dell, Multiplan, PPD and UKG, among others. Atif’s private equity clients have included Hellman & Friedman, Silver Lake, Centerbridge, True Wind, TCV, Blackstone, Apollo, Sterling Partners, KKR, Carlyle and Riverwood Capital. Additionally, Atif was named an “MVP” in Private Equity by Law360 in 2017, and a “Trusted Adviser” in Private Equity by The Recorder in 2017.

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Work Highlights

Dell in its $67 billion acquisition of EMC
Dell in its spinoff of VMware
Dell (as controlling stockholder of VMWare) in VMware’s acquisition of Pivotal Software
Dell in the divestiture of its software group to Francisco Partners and Elliot Management
Silver Lake (the second-largest shareholder of VMware) in Broadcom’s $61 billion acquisition of VMWare, which was highlighted by the Financial Times as the "deal of the decade" according to market participants
PPD in its $17.4 billion sale to Thermo Fisher Scientific
Kronos and Ultimate Software’s $22 billion merger
Airbnb in its Series F capital raise
Airbnb in its 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, and NPD Group’s merger with Information Resources Inc.
Hellman & Friedman in its $11 billion take-private of The Ultimate Software Group.

Accolades

2023 “Top Lawyer in California,” Daily Journal
2022 “Corporate Attorney of the Year,” The American Lawyer
2022 “Top Lawyer in California,” Daily Journal
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

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 its $67 billion acquisition of EMC
Dell in its spinoff of VMware
Dell (as controlling stockholder of VMWare) in VMware’s acquisition of Pivotal Software
Dell in the divestiture of its software group to Francisco Partners and Elliot Management
Airbnb in its Series F capital raise
Airbnb in its acquisition of Luxury Retreats
PPD in its $17.4 billion sale to Thermo Fisher
Bright Health in separate $750 million and $175 million convertible preferred stock PIPE financings
Kronos and Ultimate Software’s $22 billion merger
UKG in its acquisition of Ascentis Corporation and Immedis
Cohesity in its announced acquisition of Veritas' data protection business
ZoomInfo in its corporate restructuring
Edelman Financial in its take-private acquisition of Financial Engines
Edelman Financial Engines in its investment from Warburg Pincus
Applied Systems in its acquisitions of EZLynx
Applied Systems in its acquisition of Indio Technologies
Acoustic in its growth investment from Francisco Partners
Precisely in its acquisition of Pitney Bowes’ Software Solutions business
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 $8.5 billion acquisition of Commerce Bancorp, Inc., and $6.3 billion acquisition of Chrysler Financial Services

Private Equity Transactions

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 (highlighted by the Financial Times as the "deal of the decade" according to market participants), $24.4 billion acquisition (together with Michael Dell) of Dell Inc., 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 numerous transactions, including its acquisitions of The NPD Group, Checkmarx, Ultimate Software, Financial Engines, MultiPlan, Edelman Financial, SnapAV and Grocery Outlet, and investments in Baker Tilly, PointClickCare Technologies, Sprinklr, Splunk and SimpliSafe
Centerbridge in its acquisition of INDUS Realty Trust, American Renal Holdings, Vision Solutions, Syncsort, and IBM’s marketing platform and portfolio of commerce software products
Blackstone in its initial public offering and numerous other transactions, including its $870 million acquisition of Encore Medical, its 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
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 was named among the “Top 100 Lawyers in California” by the Daily Journal for 2022, an “MVP” in Private Equity by Law360 in 2021 and 2017, and a “Trusted Adviser” in Private Equity by The Recorder in 2017. He was also named a 2016 “Rising Star” in Private Equity by Law360.

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.