Dean C.Bachus

Partner

Chicago + 1.312.269.4220

For nearly 20 years, Dean Bachus has focused his practice on executive compensation, benefits, and Employee Retirement Income Security Act (ERISA) transactional matters. His experience covers tax planning and structuring compensation and benefit arrangements in domestic and international business acquisitions and dispositions. He also advises clients in connection with all compensation and employee benefit-related aspects of corporate transactions, reorganizations, financing arrangements, and public offerings, including negotiating, reviewing, and drafting transactional documents, supervising due diligence, and identifying issues arising under, and assisting in complying with, the Internal Revenue Code, ERISA, applicable labor laws, federal securities laws, and applicable exchange regulations.

Dean's practice includes designing, negotiating, and drafting equity-based compensation plans (including stock option, restricted stock, and phantom equity arrangements); cash bonus plans; employment, consulting, termination, severance, and change-in-control contracts; and restrictive covenant agreements, including noncompetition, nonsolicitation, and confidentiality arrangements.

Dean also advises clients on the structure, implementation, and administration of nonqualified employee compensation plans, programs, and arrangements, including the associated ERISA, federal tax, and securities implications. He also provides counsel to management teams and boards of directors on executive compensation and change-in-control arrangements in connection with corporate transactions and reorganizations and consults with shareholders, senior executives, and boards of directors on transactional strategies.

Dean has represented major private equity funds and publicly traded companies in hundreds of acquisitions and dispositions, focusing on benefit and compensation issues that arise in such transactions, as well as the design and maintenance of incentive programs and facilitating management turnover.

Experience

  • Accurate Background acquires Orange Tree Employment Screening LLCJones Day advised Accurate Background, the largest privately held and minority-owned global provider of compliant background checks, drug and health screening, and workforce monitoring solutions, in its acquisition of Orange Tree Employment Screening, a technology-driven background screening provider.
  • Reneo Pharmaceuticals announces reverse merger with OnKureJones Day is representing Reneo Pharmaceuticals, Inc. (NASDAQ: RPHM) in an all-stock reverse merger between Reneo and OnKure, Inc., a privately-held, clinical-stage biopharmaceutical company valued at $170 million that is focused on the development of novel precision medicines in oncology.
  • Henderson Park acquires Arizona Biltmore for $705 millionJones Day represented Henderson Park Capital Partners in the acquisition and financing of the Arizona Biltmore, a LXR Hotel & Resort, for a purchase price of $705 million.
  • NOVA Infrastructure Management and its affiliated funds obtain new revolving subscription facility of up to $150 millionJones Day represented NOVA Infrastructure Management, LLC and its funds, NOVA Infrastructure Fund II, L.P. and NOVA Infrastructure Fund II (Cayman), L.P. in connection with a new subscription line facility of up to $150 million with Webster Bank, N.A., as the sole lender.
  • SpiderRock Advisors sold to BlackRockJones Day represented SpiderRock Advisors, LLC, a registered investment adviser that provides customized options overlay strategies for investment portfolios, in connection with the sale of its remaining equity securities to BlackRock, Inc. (NYSE: BLK), the world’s largest asset manager and an existing minority equity holder of SpiderRock.
  • Sanken Electric portfolio company receives $175 million investment from Niobrara and Prysm CapitalJones Day advised Sanken Electric Co Ltd. regarding the $175 million investment from Niobrara Capital Partners LP and Prysm Capital LLC as investors in subsidiary Polar Semiconductor LLC.
  • VSE Corporation acquires Turbine Controls, Inc.Jones Day advised VSE Corporation in the $120 million acquisition of Turbine Controls, Inc., a provider of maintenance, repair and overhaul (MRO) support services for complex engine components, as well as engine and airframe accessories, across commercial and military applications.
  • NOVA Infrastructure Management, LLC and affiliated funds obtain new $25 million subscription facilityJones Day represented NOVA Infrastructure Management, LLC and its fund NOVA Infrastructure Fund I, L.P. (“NOVA I”) in the refinancing of NOVA I's existing subscription line facility.
  • Wells Fargo-led syndicate provides $3 billion "Green Loan" revolver secured by eight data center propertiesJones Day represented Wells Fargo Bank, National Association, as administrative agent and lender, and Wells Fargo Securities, LLC, as arranger and green loan coordinator, in connection with a $3 billion syndicated revolving credit facility, the proceeds of which are to be used consistent with Green Loan Principles and secured by eight data center properties across Arizona, Georgia, Nevada, Texas, Virginia, and Washington.
  • DataBank obtains $725 million senior secured revolving credit facility to finance development of data centersJones Day represented DataBank Holdings, Ltd. in connection with a $725 million senior secured revolving credit facility to finance existing and future data center construction projects.
  • Valmet acquires process gas chromatography business of Siemens AGJones Day advised Valmet Oyj in the €102.5 million acquisition of the process gas chromatography business of Siemens AG.
  • Morgan Stanley Capital Partners acquires Resource Innovations, Inc.Jones Day advised Morgan Stanley Capital Partners in its acquisition and financing of Resource Innovations, Inc. (RI), a leading tech-enabled services company focused on energy efficiency and sustainability.
  • Ohio Transmission acquires Allied Sales & ServiceJones Day advised Ohio Transmission LLC in the acquisition of Allied Sales & Service Co., Inc., a leading company in the Southeast US involved in the sale, distribution, installation, repair and maintenance of process equipment, industrial pumps, mixing equipment, industrial mechanical seals, industrial gear boxes and other industrial products.
  • Riverside portfolio company acquires The Lash LoungeJones Day represented The Riverside Company in connection with the acquisition by portfolio company Head to Toe Brands of The Lash Lounge (Lash Lounge), an industry-leading eyelash salon franchise.
  • J.F. Lehman & Company acquires Mission MicrowaveJones Day advised J.F. Lehman & Company in the acquisition and financing of all of the outstanding membership interests of Mission Microwave Technologies, LLC, a revolutionary designer of radio frequency and microwave electronics supporting ground-based, airborne and space-based applications.
  • Kinzie Capital acquires Arctic IndustriesJones Day represented Kinzie Capital Partners LP, a Chicago-based private equity firm, in the acquisition and financing of Arctic Industries, a leading manufacturer of commercial grade walk-in coolers and freezers.
  • Peabody Energy obtains $320 million revolving credit facilityJones Day represented Peabody Energy Corporation in connection with the establishment of a $320 million revolving credit facility with PNC Bank, National Association, as administrative agent.
  • SingTel sells Trustwave to The Chertoff GroupJones Day represented Singapore Telecommunications Limited, southeast Asia’s largest telecommunications company, in the sale of Trustwave, a cyber security and managed security services business, to funds affiliated with The Chertoff Group for $205 million. In connection with the sale of Trustwave, Jones Day represented SingTel, as lender, in connection with a unique $195 million senior secured term loan and $40 million unsecured multiple draw term loan facility provided to Trustwave.
  • Webster Bank provides $95 million asset-based credit facility to leading cabinet manufacturerJones Day represented Webster Bank, N.A. as administrative agent, collateral agent, sole lead arranger, bookrunner, and a lender, in connection with a $95 million credit facility consisting of a $55 million revolving credit facility, a $25 million equipment credit facility, and a $15 million term loan facility, provided to one of the fastest growing cabinet manufacturers in the United States.
  • Webster Bank arranges $134 million secured credit facilityJones Day represented Webster Bank, N.A. in connection with a $134 million credit facility consisting of a $109 million term loan facility and a $25 million revolving credit facility provided to a leading U.S. manufacturer of private label take-and-bake pizzas and flatbreads.