Dean C.Bachus

Partner

Chicago + 1.312.269.4220

For more than a decade, Dean Bachus has focused his practice on executive compensation, benefits, and 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

  • JTC to acquire NES Financial for up to $116 millionJones Day is advising JTC PLC in the acquisition of NES Financial, a technology-enabled provider of specialist fund administration and treasury services recognized on the San Francisco Business Times top Bay Area fintech list, for up to $116 million.
  • Grindr to be sold to San Vicente Acquisition LLC for $608 millionJones Day is advising Grindr in its $608 million sale by Beijing Kunlun Tech Co Ltd of substantially all of the equity interests in Grindr Inc. to San Vicente Acquisition LLC.
  • Tinubu® Square acquires U.S. company eSURETY®Jones Day advised Tinubu® Square in its acquisition of U.S.-based eSURETY®, a cloud-based specialty software provider, enabling carriers, brokers, and MGAs to securely apply, quote, bond, issue, and support every form of surety as well as offering a powerful direct-to-the-consumer experience on any device from any browser, anywhere in the world.
  • Five9 to acquire Virtual Observer, formerly known as CSIJones Day is advising Five9, Inc. in its acquisition of Virtual Observer, formerly known as CSI, an innovative provider of cloud-based Workforce Optimization (WFO), also known as Workforce Engagement Management (WEM), solutions.
  • Seal for Life acquires Flame Control Coatings, Highland International, LifeLast, and US CoatingsJones Day advised Arsenal Capital Partners ("ACP") on the four acquisitions by portfolio company Seal for Life of Flame Control Coatings, Highland International, LifeLast, and US Coatings, manufacturers of protective coating technologies.
  • Sumitomo Dainippon Pharma acquires late stage biopharma companies and forms alliance with Roivant Sciences Ltd. worth $3 billionJones Day advised Sumitomo Dainippon Pharma Co., Ltd. ("Sumitomo") in an acquisition of late stage biopharma companies and formation of alliance with Roivant Sciences Ltd.
  • Synaptics to divest LCD TDDI business to Hua Capital for $120 millionJones Day is advising Synaptics Incorporated in its $120 million divestiture of its Asia-based mobile LCD TDDI Business to a special purpose entity backed by Hua-Capital Cayman, L.P.
  • Five9 acquires Whendu's iPaaS platformJones Day advised Five9, Inc., the leading provider of the intelligent cloud contact center, in its acquisition of Whendu’s iPaaS platform, which is designed for the specific needs of the contact center to help accelerate migration to the cloud by making it easier for enterprises to integrate with their existing environment and carry forward customized business processes.
  • SunPower announces sponsored spin-off of solar panel production operationsJones Day is advising SunPower Corporation (NASDAQ: SPWR), one of North America's largest solar-panel makers, in a sponsored spin-off of its solar panel production operations into a new public company – Maxeon Solar Technologies – which will be headquartered in Singapore.
  • HOERBIGER Group acquires Deublin CompanyJones Day advised HOERBIGER Group, a privately-held industrial company headquartered in Switzerland, on the acquisition of Deublin Company, the leading manufacturer of rotating unions in the world.
  • Sumitomo Heavy Industries to acquire InvertekJones Day is advising Sumitomo Heavy Industries, Ltd. in the acquisition of the entire issued share capital of Invertek Drives Ltd.
  • Hard Rock International acquires JACK Cincinnati Casino and Turfway Park for $745 millionJones Day advised Hard Rock International on the acquisition of JACK Cincinnati Casino, located in downtown Cincinnati, Ohio, together with VICI Properties, Inc., and Turfway Park, located in Florence, Kentucky, for an aggregate purchase price of approximately $745 million in cash.
  • OGE Energy acquires 146 MW combined cycle natural gas-fired power generation facilityJones Day advised Oklahoma Gas and Electric Company, a subsidiary of OGE Energy Corp., in the purchase of a 146 MW combined cycle natural gas-fired power generation facility from Oklahoma Cogeneration, LLC in Oklahoma City, and subsequently renamed it Frontier Power Plant.
  • Baird Capital acquires minority stake in AEGIS Energy RiskJones Day represented Baird Capital in connection with its minority stake investment in AEGIS Energy Risk, the leading fintech and advisory solutions provider for energy derivatives.
  • OGE Energy acquires 360 MW coal-fired generation facilityJones Day advised Oklahoma Gas and Electric Company, a subsidiary of OGE Energy Corp., in the purchase of a 360 MW coal-fired generation facility and associated equipment from AES Shady Point, LLC, now known as River Valley Power Plant.
  • USG acquired by Gebr. Knauf for $7 billionJones Day advised USG Corporation in the acquisition by Gebr. Knauf KG ("Knauf") of all of the outstanding shares of USG in a transaction valued at $7 billion.
  • NVIDIA to acquire Mellanox Technologies for $6.9 billionJones Day is advising NVIDIA Corporation in its acquisition of Mellanox Technologies, Ltd., an Israel-based leading supplier of end-to-end InfiniBand and Ethernet interconnect solutions and services for servers and storage.
  • Inside Secure acquires Verimatrix for approximately $145 millionJones Day advised Inside Secure in its all cash acquisition of Verimatrix, Inc. for up to approximately $145 million in cash (including a potential earn-out).
  • Cylance acquired by BlackBerry for $1.4 billionJones Day advised Cylance, an artificial intelligence and cybersecurity leader, in its $1.4 billion acquisition by BlackBerry Limited, plus the assumption of unvested employee incentive awards.
  • ANSYS acquires Granta Design LimitedJones Day advised ANSYS, Inc., the global leader and innovator of engineering simulation software, in their acquisition of Granta Design, the premier provider of materials information technology, and Granta Design Limited has become a wholly-owned subsidiary of ANSYS.
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