Ropes & Gray Guides Bain Capital to Closing in its $18B Acquisition of Toshiba’s Chip Business

Global law firm Ropes & Gray has advised long-term client Bain Capital on the sale by Toshiba Corp. of its semiconductor business to a group led by Bain Capital and includes Apple Inc., Seagate, Kingston, Hoya, Dell Technologies Inc. and SK Hynix. The transaction, which closed on June 1, is valued at two trillion yen (approximately $18 billion). It is the largest leveraged buyout and private equity deal ever in Asia, and also among the most complex M&A transactions globally in 2017 and 2018. Ropes & Gray led the legal aspects of the transaction, including the acquisition negotiations, structuring, financing, antitrust and litigation analysis and settlement.

The Ropes & Gray team advising Bain Capital is being led by private equity partner Tsuyoshi Imai, with private equity counsel Saeko Inaba and finance counsel Ben Morris. The transaction was accomplished with a cross-office global team that included private equity partner Will Shields, counsel Kaori Fukazawa, antitrust partner Ruchit Patel, litigation & enforcement partners Randall Bodner and Anne Johnson Palmer, securities & public companies partner Thomas Holden, IP transactions partner Megan Baca and associates Dan Cowan, Adam Leamon, Chau Le, Rupert Phillips, Andrew Wang, Alyssa Kollmeyer, Michael Gilbert and various finance team members. Attorneys from across our offices, including Tokyo, Boston, Hong Kong, New York, London, San Francisco and Silicon Valley collaborated on the deal.