Nicolai M. Schwarz-Gondek

NICOLAI SCHWARZ-GONDEK focuses his practice on private equity, mergers and acquisitions, and other complex corporate transactions. He has significant experience representing private equity sponsors and other institutional investors in connection with mergers, stock and asset acquisitions and divestitures, and leveraged and management buyouts involving public and private companies. In addition, he regularly advises target and acquiring companies (including the portfolio companies of private equity firms) on a broad range of merger and acquisition transactions. Nicolai has handled transactions in a variety of industries, including apparel, equipment rental, fitness and health, information services and technology, manufacturing, media, real estate, retail, and software.

Nicolai serves as co-chair of Sidley’s Greater Los Angeles Pro Bono Committee and is regularly involved in pro bono matters.

In addition to his practice, Nicolai is a lecturer in law at the University of Southern California Gould School of Law where he teaches “Contract Drafting, Analysis and Negotiation.”

Nicolai holds a Master of Laws (LL.M.) from the University of Southern California Gould School of Law, where he graduated first in his class, and received a Ph.D., summa cum laude, from the University of Augsburg with a doctoral thesis on German tax law. Nicolai is also a graduate of Ludwig-Maximilians-University in Munich, where he earned his J.D. and Diplom-Jurist (Univ.). In addition, Nicolai spent one year as a visiting scholar at the University of Geneva in Switzerland with a scholarship from the German Academic Exchange Service.

Notable transactions in which Nicolai has been involved include representing:

• Ariston Group, a global leader in sustainable climate and water comfort, in its joint venture with Lennox to launch water heaters in North America
• Crown Bioscience in its acquisition of the IndivuServ business unit of Indivumed GmbH
• Clearlake Capital Group, L.P. and Francisco Partners Management, L.P. in their US$2.1 billion acquisition of Software Integrity Group from Synopsys, Inc.
• Clearlake Capital Group, L.P. in:
  • the sale of Archer to Cinven Limited in equal partnership with Symphony Technology Group
  • the sale of Brightly Software, Inc., a software-as-a-service (SaaS) provider, to Siemens AG for US$1.575 billion of upfront cash consideration, along with US$300 million in cash earn-out payments, for a total of US$1.875 billion
  • its strategic investment in AMCS, a global supplier of integrated cloud-based software and vehicle technology for the environmental, utilities, waste, recycling, and resource industries, and in connection with AMCS’s acquisition of Software as a Service for EHSQ and ESG management solution provider Quentic
  • the sale of American Construction Source, a leading lumber and building materials distribution platform serving custom home builders, repair and remodel contractors, and do-it-yourself homeowners across the United States, to US LBM, a portfolio company of Bain Capital Private Equity
  • its strategic equity investment in RSA Security LLC, a global provider of mission critical cybersecurity software and governance risk and compliance management software solutions to enterprises
  • its acquisition of nThrive’s Technology Division from nThrive Holdings, LP, a portfolio company of Pamplona Capital Management
  • its acquisition of NetDocuments, a leading secure cloud-based content services and productivity platform for law firms
  • its acquisition of Pomeroy, a provider of IT infrastructure services
  • the combination and sale of Syncsort, Inc. and Vision Solutions, Inc. to Centerbridge Partners, L.P.
  • its sale of a majority stake in PrimeSport Holdings Inc. to The Carlyle Group, Moorad Sports Partners, and RSE Ventures

• Brightly Software (f/k/a Dude Solutions), a SaaS provider of cloud-based operations management software backed by Clearlake Capital Group, L.P., in its acquisitions of
  • Facility Health, a solutions provider transforming physical environments through strategic capital and asset planning
  • Energy Profiles Limited, a software provider enabling Environmental, Social, and Governance (ESG) optimization for customer facilities
• DigiCert, Inc., a global provider of Digital Trust, backed by Clearlake Capital Group, L.P., TA Associates, and Crosspoint Capital Partners L.P., in its acquisition of DNS Made Easy, a global provider of Domain Name System (DNS) service
• Ivanti Software, Inc., a provider of solutions that automate IT and security operations and portfolio company of Clearlake Capital Group, L.P, in its
  • strategic investment by Charlesbank Capital Partners, LLC
  • acquisition of Cherwell Software, a provider of IT service management and enterprise service management solutions
  • acquisition of MobileIron Inc., a provider of mobile-centric unified endpoint management solutions
  • strategic growth investment by TA Associates and related transactions
• FINThrive, a healthcare revenue cycle management software-as-a-service platform provider backed by Clearlake Capital Group, L.P., in its acquisitions of
  • PELITAS, a provider of healthcare patient access, digital patient intake, and front-end RCM software solutions
  • TransUnion Healthcare from TransUnion
• Perforce Software, a provider of solutions to enterprise teams backed by Francisco Partners and Clearlake Capital Group, L.P., in its:
  • acquisition of Delphix, a data management software platform
  • acquisition of Puppet, an automation software platform which enables users to deliver, update, monitor, and secure software across physical and virtual machines
• Provation, a provider of procedure documentation and clinical decision software solutions backed by Clearlake Capital Group, L.P., in its
  • sale to Fortive Corporation
  • acquisition of the EndoPro endoscopy informatics and software portfolio from Pentax Medical
  • acquisition of iProcedures, LLC, a provider of cloud-based anesthesia documentation and perioperative data management software solutions
  • ePreop, a provider of perioperative SaaS solutions
• Stellex Capital Management LLC, a leading private equity firm, on its agreement to acquire the environmental technology business of Dürr Group, a global mechanical and plant engineering firm headquartered in Germany
• Symplr Software in multiple acquisitions and strategic transactions, including its
  • acquisition of the Smart Square® scheduling software from AMN Healthcare
  • acquisition of IntelliCentrics, a technology company focused on healthcare safety and operational efficiency
  • purchase of healthcare supply chain management software provider GreenLight Medical
  • acquisition of Halo Health, a provider of clinical communication and collaboration software
  • acquisition of SpinFusion, a healthcare/physician scheduling software provider
  • strategic investment by Charlesbank Capital Partners, LLC
  • acquisition of HealthcareSource HR Inc., a provider of talent management software for the healthcare industry, from Francisco Partners
  • acquisition of TractManager from Arsenal Capital Partners
  • acquisition of ComplyTrack, a healthcare regulatory risk and compliance solution, from Wolters Kluwer Legal & Regulatory U.S.
• Zywave, Inc., an insurtech company, backed by Clearlake Capital Group, L.P. and Aurora Capital Partners, in its acquisition of Columbus, Ohio-based Strategic Insurance Software (SIS), a provider of web-based agency management systems and customer relationship management solutions for property and casualty insurance agencies
• Syncsort, Inc., a leader in Big Iron to Big Data solutions backed by Clearlake Capital Group, L.P., in its acquisition of Trillium Software, a provider of data quality solutions, from Harte Hanks, Inc.
• ConvergeOne, Inc. in multiple transactions, including the acquisitions of Integration Partners, Prime TSR, WrightCore, NuAge Experts, AAA Network Solutions, Advantel Networks, VT Consolidated, Inc., Strategic Products and Services, Annese & Associates, Inc., and SIGMAnet
• EW Group GmbH in its acquisition of Hygiena, a leader in food safety and environmental testing solutions, from Warburg Pincus LLC
• NetDocuments, a leading secure cloud-based content services and productivity platform for law firms, corporate legal teams, and compliance departments, in a strategic transaction with Warburg Pincus and existing investor Cove Hills Partners, L.P.
• Spanos Barber Jesse & Co. in its
  • investment in The Perfect Purée of Napa Valley, a maker of fruit and vegetable purées
  • acquisition of CDM Fitness Holdings, the largest Planet Fitness franchisee in Massachusetts
• CDM Fitness Holdings, a Spanos Barber Jesse & Co. portfolio company, in its acquisition of KiwiMex Fitness, a 17-unit Planet Fitness franchisee with clubs in Rhode Island and southeastern Massachusetts
• UE Authority, Co. (UE.co), a San Diego-based provider of digital marketing software and services, in its acquisition by Digital Media Solutions, the largest single-entry point for scalable and reliable people-based marketing solutions
• Highview Capital, LLC in its acquisition of specialized food service distributor Good Source Solutions
• Diversis Capital LLC in its acquisition of Marketron, a leading provider of revenue management and audience engagement software for media companies
• NetMotion Wireless Holdings, Inc. in its sale to affiliates of The Carlyle Group
• ScanSource, Inc. in its acquisition of Intelisys Communications, Inc.
• AmQuip Crane Rental LLC in its sale to Apollo Global Management LLC
• Inventus Solutions, Inc. in its sale to RPX Corporation

Some of the above matters were handled prior to joining Sidley.

• Member, Board of Councilors, University of Southern California Gould School of Law
• Los Angeles Co-Chair, Pro Bono and Public Interest Law
• Co-Director, American Council on Germany — Los Angeles Warburg Chapter
• Member, Pacific Council on International Policy
• Los Angeles Co-Chair, Pro Bono and Public Interest Law
• Member, The State Bar of California
• Member, New York State Bar Association
• Member, The Law Society of England and Wales