Latham & Watkins Advises Silver Lake in US$12.5 Billion Take-Private Acquisition of Qualtrics

Qualtrics (NASDAQ: XM), the leader and pioneer of the experience management (XM) software category, has announced that it has entered into a definitive agreement to be acquired by Silver Lake, the global leader in technology investing, in partnership with Canada Pension Plan Investment Board (CPP Investments), in an all-cash transaction that values Qualtrics at approximately US$12.5 billion. Silver Lake and its co-investors, together with CPP Investments, will acquire 100% of the outstanding shares Silver Lake does not already own, including the entirety of SAP’s majority ownership interest. Qualtrics will become an independent, privately held company positioned to drive category-defining innovation and efficient growth at scale on its path to becoming the next great enterprise cloud software platform. The transaction is fully financed by equity commitments from Silver Lake and co-investors together with US$1.75 billion in equity from CPP Investments and US$1 billion in debt.

Latham & Watkins LLP represents Silver Lake in the transaction with a corporate deal team led by New York partners Justin Hamill and Michael Anastasio, Chicago partner Max Schleusener, and Century City partner Andrew Clark, with associates Sašo Kraner, Megan Staub, Kevin Uhler, Daniel Weissman, Shelton Taylor, Jay Trewn, and Junhan Zhang. Advice was also provided on tax matters by Bay Area partner Katharine Moir, with associate Christine Mainguy; on intellectual property matters by Bay Area partner Tony Klein and Washington, D.C. partner Morgan Brubaker, with associates Andrew Abokhair and Caroline Omotayo; on benefits and compensation matters by New York partner Erin Murphy, with associates Courtney Thomson and Vanessa King; on data privacy matters by Bay Area partner Robert Blamires, with associates Jennifer Howes and Alice Brunning; on private equity finance matters by New York partners Joshua Tinkelman and Seniz Yakut, with associate Michael Wright; on capital markets matters by New York partner Benjamin Cohen, with associate Adam Johnson; on investment funds matters by New York partner David Sherman; on securities matters by Washington, D.C. partners Michele Anderson and Brian Miller; on real estate matters by Chicago counsel Jeffrey Anderson, with associates Michael Nieberg and Lucas Fernandez-Rocha; on antitrust matters by Washington, D.C. partner Amanda Reeves, New York partner Katherine Rocco, Frankfurt partner Max Hauser, Brussels partner Sven Völcker, and Washington, D.C. counsel Peter Todaro, with associates Caitlin Fitzpatrick, Charlie Beller, Karen Kim, Carla Palma, and Victoria Pfaff; on sanctions matters by Washington, D.C. partner Les Carnegie and London partner Robert Price, with associates Zachary Eddington, Elizabeth Annis, and Amarlyllis Bernitsa; on anti-corruption matters by New York partner Benjamin Naftalis and Washington, D.C. counsel Timothy McCarten, with associate Ragad Alfaraidy; and on litigation matters by Orange County partner Michele Johnson and New York partner Blair Connelly.