Kate Withers is a trusted advisor to clients on their most complex corporate transactions and a partner in Ropes & Gray’s global private equity transactions group based in New York and Los Angeles. Kate advises private equity investors and their portfolio companies on structured corporate transactions in the software, digital infrastructure, consumer, technology, health care, life sciences and financial services sectors.
Kate’s broad transactional experience—spanning private equity, strategic M&A, special situations, growth and venture capital transactions—and commercial focus on structuring and executing sophisticated corporate transactions to achieve her client’s business objectives enable her to represent clients on their most complex and bespoke corporate transactions, including:
- Technology-focused carve-out transactions;
- Domestic and cross-border mergers & acquisitions;
- Technology-focused joint ventures;
- Leveraged buyouts;
- Pharma and music royalty sales and purchases;
- Distressed acquisitions and special situations;
- Restructurings and recapitalizations; and
- Preferred equity and convertible debt investments.
In recent years, Kate’s private equity clients have included GI Partners, TPG, KKR & Co., Lindsay Goldberg, HPS Investment Partners, Vista Equity Partners, Crosspoint Capital, and West Coast middle market funds. Kate also has extensive experience representing strategic acquirers across industries on M&A transactions, including Facebook (now Meta), Abcam, Tencent Holdings, The National Geographic Society, Peloton Interactive, Bonobos, BBVA, Humana, Cisco, American Airlines, Allergan, J&J and numerous biotechnology companies on M&A matters.
Kate’s passion for advising clients on technology acquisitions and her deep understanding of financial services, software, data and life sciences businesses have their roots in her prior work as a quantitative data analyst in the financial services and health care industries, including at Bank of America, the World Bank, and for an interdisciplinary team of physician and economics researchers at the Wharton School of Business. Prior to attending law school, Kate studied economics as a Fulbright Scholar at the London School of Economics and was a research assistant to George Akerlof (2001 Nobel Laureate in Economics) at the Brookings Institution.
Kate has been recognized as a 2022 Top Woman in Dealmaking by The Deal, by The Legal 500—the world’s largest legal referral guide—for her work in “Technology Transactions,” and by Super Lawyers as a Rising Star in M&A in the New York Metro Area.
Experience
Kate's experience includes advising:
Digital Infrastructure
- GI Partners and Blue Stream Fiber in connection with Sixth Street’s strategic investment in Blue Stream.
- GI Partners in connection with its growth investment in BusPatrol, a school bus safety technology provider.
Enterprise Software & Technology
- McAfee Corp. in connection with its acquisition by an investor group comprising Advent, Permira, Crosspoint Capital, CPP Investments, GIC and ADIA for over $14 billion.
- TPG Capital and Wind River in connection with the proposed acquisition of Wind River by Aptiv PLC for $4.3 billion.
- TPG Capital in connection with the $4 billion acquisition (in partnership with Francisco Partners) of Boomi from Dell Technologies.
- The Rise Fund, TPG’s impact investing platform, in connection with its $100 million strategic investment in Climavision, a pioneering weather services and intelligence platform.
- Vista Equity Partners in connection with its sale of Regulatory Data Corp. to Moody’s for $700 million.
- Crosspoint Capital in connection with its control investment in Everseen, a maker of a visual AI platform.
- Vista Equity Partners in its acquisition of Black Mountain Systems (now Allvue).
- Vista Equity Partners in its acquisition of 7ParkData.
- Vista Equity Partners and its portfolio companies in connection with multiple acquisitions and sales, including Wrike, RADAR, Schoology, and SouthTech Systems.
- Crosspoint Capital in connection with its investment in RSA Conference Parent and Veracode.
- Golden Gate Capital and Neustar in connection with the acquisition of TrustID.
- Facebook in connection with multiple cross-border acquisitions of software and technology companies.
- Aptiv in connection with its acquisition of nuTonomy, an automated driving company.
- Cisco Systems in connection with the sale of its Service Provider Video Software Solutions business to Permira Funds.
- Cisco Systems in connection with its acquisition of MaintenanceNet.
- BPL Global in connection with its acquisition by Danaher.
- Charlesbank Capital Partners in connection with management equity arrangements for numerous fund investments.
- IBM in connection with numerous acquisitions of privately held software companies, including Sterling Commerce from AT&T for approximately $1.4 billion in cash.
Digital Media, Gaming & Entertainment
- KKR in connection with its relationship with BMG related to music rights acquisitions and numerous music catalog acquisitions from bands and artists.
- TPG Growth in connection with its acquisition of Musixmatch, a music lyrics data company based in Italy.
- Portfolio company of a middle market private equity fund in connection with a joint venture agreement for the development of artificial intelligence and drone technology.
- Tencent Holdings in connection with its cross-border acquisition of a majority stake in Supercell Oy, a Finnish gaming company for more than $8 billion (winner of M&A Atlas Award and China Law & Practice Award TMT Deal of the Year).
- The National Geographic Society in connection with its entry into a joint venture with 21st Century Fox covering cable television, technology, and media assets in a deal with consideration valued at $725 million.
- Asia-based technology company in connection with its purchase of an esports team from Activision Blizzard.
- Owners of an East Coast professional sports team in connection with the entry into a technology-focused esports joint venture.
- Technology companies and entrepreneurs in connection with the entry into esports, gaming, and joint venture agreements.
- A major hospitality and entertainment company in connection with a joint venture agreement for the development of artificial intelligence technology for use in a consumer hospitality and entertainment business.
Life Sciences and Health Care
- A rheumatology research institute at Oxford University in the structured sale of a portion of its worldwide royalty interests in Remicade and Simponi.
- Abcam plc (AIM LSE: ABC; Nasdaq: ABCM), a global leader in the supply of life science research tools, in connection with its acquisition of BioVision, Inc., a wholly owned subsidiary of Boai NKY Medical Holdings Ltd., for $340 million.
- Private equity fund in connection with a structured equity investment in a life sciences business.
- Numerous private equity funds, including CPPIB and OrbiMed, in connection with pharmaceutical royalty purchases.
- Forest Laboratories (now Allergan) in connection with its entry into a collaboration option license agreement and preferred stock investment in Trevena.
- Fortune 100 life sciences companies in connection with multiple proposed acquisitions of pharmaceutical and medical device companies.
- Fortune 100 health care company in connection with its structured investment in a private equity-backed health care provider business.
- Athyrium Opportunities Fund in connection with private equity fund closings and securities law matters.
- Bristol Myers Squibb in connection with its tax-free split-off of its child health and nutrition business in exchange for more than $7 billion of its own stock.
Consumer
- HPS Investment Partners in connection with numerous matters including the carveout sale of business assets and an out-of-court restructuring and subsequent sale of a consumer food business to a publicly traded company for over $300 million.
- Rodan + Fields in connection with its non-pro-rata uptier debt exchange pursuant to which it reduced its debt burden by over $100 million and raised $30 million of new money senior secured capital and extended the maturity of its existing loans by two years.
- Portfolio companies of Gryphon Partners and Insignia Capital in connection with bespoke joint venture and commercial arrangements in the food space.
- Bonobos, a New York-based ecommerce company, in connection with its acquisition by Wal-Mart Stores.
- Peloton Interactive in connection with its Series E preferred stock financing and general corporate matters.
- Birdies in connection with preferred stock financings and general corporate matters.
Fintech and Financial Services
- Zelis Payments in connection with bespoke health care payments joint venture agreements.
- Mainsail Partners and Zen Planner in connection with the sale of Zen Planner to Daxko.
- Broadridge Financial Solutions in connection with its acquisition of INVeShare’s blockchain-based proxy voting technology.
- Banco Bilbao Vizcaya Argentaria in connection with its acquisition of Simple Finance Technology, a mobile banking company.
- Promontory MortgagePath (founded by Eugene Ludwig) in connection with financial technology matters.
- Middle East Sovereign wealth fund in connection with its non-control investment in a fintech company and proposed acquisition of a bank.
- American Airlines in connection with numerous cobrand credit card arrangements with banks and financial technology agreements with a major payment network.
- MidFirst Bank in its acquisition of Presidential Financial Corporation from Harbert Private Equity and the Belfer Family.
- Procter & Gamble in connection with financial technology matters.
The experience listed above includes certain matters handled prior to joining Ropes & Gray LLP