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

  • PureCycle Technologies to combine with Roth CH Acquisition I Co.Jones Day is advising PureCycle Technologies LLC ("PureCycle") in its business combination with Roth CH Acquisition I Co. ("Roth SPAC"), a publicly-traded special purpose acquisition corporation backed by Roth Capital Partners and Craig-Hallum Capital Group, and Roth CH Acquisition I Co. Parent Corp., a wholly owned subsidiary of Roth CH ("Holdings"), among others.
  • Sumitovant Biopharma acquires remaining stake in Urovant SciencesJones Day is advising Sumitovant Biopharma in its acquisition of all of the outstanding shares of Urovant Sciences Ltd. not already owned by Sumitovant at a price of $16.25 per share in cash.
  • Astellas Pharma acquires iota BiosciencesJones Day advised Astellas Pharma Inc. in its acquisition of iota Biosciences.
  • Ansys to acquire Analytical Graphics, Inc. for $700 millionJones Day is advising Ansys, Inc. in the $700 million acquisition of Analytical Graphics, Inc., a provider of mission-driven simulation, modeling, testing and analysis software for aerospace, defense and intelligence applications.
  • Delaware North to sell Jumer’s Casino & Hotel to Twin River Worldwide Holdings, Inc. for $120 millionJones Day is advising Delaware North, a global hospitality and entertainment company with operations in the sports, travel hospitality, restaurant and catering, lodging, gaming and specialty retail industries, in the sale of Jumer’s Casino & Hotel in Rock Island, Illinois, to Twin River Worldwide Holdings, Inc. (NYSE: TRWH) for $120 million in cash.
  • Furukawa Electric and Superior Essex global joint venture finalizedJones Day advised Furukawa Electric Co., Ltd. in its finalization of a global joint venture with Superior Essex Inc.
  • Playboy to become public company by combining with Mountain Crest Acquisition Corp.Jones Day is advising Playboy Enterprises, Inc. in its definitive merger agreement with Mountain Crest Acquisition Corp. (Nasdaq: MCAC) ("Mountain Crest"), a publicly-traded special purpose acquisition corporation (SPAC), whereby Playboy shareholders will be entitled to receive shares of common stock in Mountain Crest, and Mountain Crest will assume outstanding Playboy debt, for a total purchase price valued at approximately $381 million.
  • Riverside invests in G&A PartnersJones Day advised The Riverside Company in connection with its minority investment in G&A Partners, a leading national professional employer organization and human resources outsourcing provider with more than 55,000 worksite employees.
  • SunPower closes sponsored spin-off of solar panel production operationsJones Day advised 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.
  • Range Media Partners raises initial capital for companyJones Day represented Range Media Partners, LLC (f/k/a 3M Media Company, LLC) and its founders in connection with the seed financing round of the company, which will operate a talent management and media company business.
  • HBK Engineering sold to Quanta Services, Inc.Jones Day advised HBK Engineering, LLC in its acquisition by Quanta Services, Inc.
  • Grindr sold to San Vicente Acquisition LLC for $608 millionJones Day advised 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.
  • JTC acquires NES Financial for up to $116 millionJones Day advised 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.
  • NVIDIA acquires Mellanox Technologies for approximately $7 billionJones Day advised 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.
  • Synaptics divests LCD TDDI business to Hua Capital for $139.4 millionJones Day advised Synaptics Incorporated in its $139.4 million divestiture of its Asia-based mobile LCD TDDI Business to an affiliate of Hua Capital.
  • Benitec Biopharma redomiciled to U.S.Jones Day advised Benitec Biopharma Limited (ASX and NASDAQ listed) ("Benitec Australia") in its redomiciliation from Australia to the U.S. pursuant to a statutory scheme of arrangement under Australian law (the "Scheme").
  • Five9 acquires Virtual Observer, formerly known as CSIJones Day advised 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.
  • Hitachi Vantara acquires Waterline Data, Inc.Jones Day advised Hitachi Vantara LLC, a wholly owned subsidiary of Hitachi, Ltd., in its acquisition of all of the assets of Waterline Data, Inc., a U.S.-based company that provides intelligent data cataloging solutions for DataOps that help customers more easily gain actionable insights from large datasets and comply with data regulations.
  • 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.
  • 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.
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