Atif Azher

Palo Alto

Mergers & Acquisitions

Atif Azher represents clients in complex corporate matters, with a focus on M&A, corporate governance and private equity. He has advised on deals totaling nearly $170 billion in the last two years, across a range of industries including technology, sports, entertainment and media, health care, financial services and more.

"What you get with me and the firm at large is: we're commercial, we're thoughtful, and we're creative - and it results in long-standing clients that come back time and again," he said.

For more than a decade, Azher has counseled private equity firm Hellman & Friedman on some of its most significant acquisitions. In recent years, this has included H&F's acquisition of worldwide market research company The NPD Group in 2021, as well as NPD's follow-on transaction merging with Information Resources Inc. (IRI) in 2022.

One challenge in the NPD acquisition was dealing with complicated French Work Council issues. Under applicable French labor laws, NPD's employees in its French business are entitled to be consulted about a transaction before any definitive sale commitment is made, Azher said. This presented a tricky situation since the potential sale of a company is typically on a need-to-know basis to prevent leaks about the transaction.

"So how do you have your seller consult with their employees, increasing leak risk, without potentially jeopardizing the transaction?" Azher said. "We came up with a pretty unique transaction structure, which I hadn't worked on - and I've been doing this for about 20 years - where the buyer group gave the selling shareholders and the owners a one-way put option."

The option would allow the shareholders to lock in a predetermined price with pre-agreed terms, including complying with French labor laws and completing the consultation process with employees. Shareholders could then choose not to proceed, or they could exercise the option and force NPD to buy the business.

"We took a risk that the seller could change their mind and instead go find another buyer. We had things like breakup fees and other covenants to try to ensure that if the seller changed their mind, there would be a cost," he said. "After taking all that into account, they decided to exercise the put option, sold the business to my client, and we got the deal done."

Following that transaction, NPD merged with IRI in a deal that valued IRI at more than $5 billion. The cash and stock deal was one of the most complicated Azher had handled in recent memory, he said. As the stock value of both companies was constantly fluctuating between signing and closing, NPD was in a position where it didn't know the exact price that it would pay as the buyer.

"That was extraordinarily complicated to work through the mechanics and make sure it all hung together to achieve the business objective," Azher said. "Our associates really shined on that. We had really talented people working to stress-test the merger agreement, find all the soft spots, and ensure the drafting actually worked to achieve the commercial objectives."

-Jennifer Chung Klam