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Cooley Godward and Bingham McCutchen took part in Synopsys Inc.’s $432 million acquisition of Monolithic Systems Technology Inc. The cash and stock transaction, announced Feb. 23, is slated to close by the end of May. The deal was the largest transaction that Cooley has handled for Synopsys, a Mountain View maker of semiconductor design software, since it began representing the company a year ago. Synopsys will acquire all outstanding shares of Monolithic for $13.50, paying for half of the shares in its own common stock and half in cash. Under the terms of the deal, Synopsys reserves the right to restructure the deal as an all-cash acquisition. And the amount of Synopsys stock paid out is tied to a floating exchange ratio. Richard Climan, the lead partner on the Cooley team, said the deal was illustrative of the greater complexity in M&A transactions today. “While M&A deals have never been �cookie-cutter’ exercises, there is generally a greater degree of creativity called for during the negotiating process in the current deal environment,” he said. Climan was assisted by corporate partner Timothy Moore, M&A partner David Lipkin, intellectual property partner Eric Reifschneider, employee benefits partners Thomas Reicher and Bill Morrow as well as associates John Brockland, J. D. Marple, John McKenna, Rick Orr, Daniel Espinoza and Soo Kim. Synopsys General Counsel Rex Jackson played a particularly hands-on role in the deal. Bingham Silicon Valley partner Alan Kalin was the lead attorney on the Monolithic team. He was assisted by corporate partners Richard Welch and Thomas Waldman and tax partner Jeffrey DuRocher, as well as corporate associates Francis Sarena and Janel Apuna and antitrust associate Stephen ( Todd) Anderson Jr. – Alexei Oreskovic BUT ARE THERE ENOUGH UNITS TO HOUSE ALL THE LAWYERS? Drumming up $120 million to construct a pair of mixed-income apartment buildings in Dublin wasn’t easy. It took 12 law firms to work out the intricacies of the financing. The two complexes — one for seniors and another for families — will include 600 units. Some of the units will be available at market rate while others will go to people with incomes below the median of the county. “It was the most complicated deal we’ve done in a couple of years,” said Stephen Ryan, a partner at Cox, Castle & Nicholson who represented the developers in the deal. The financing involved the use of taxes and bonds, as well as tax equity and several layers of sub-debt, Ryan said. On top of that, lawyers had “to mesh together the inclusionary housing requirements of the city of Dublin” with the requirements of state agencies and federal government for use of tax-exempt bonds and tax credits. The California Statewide Communities Development Authority issued $70 million in bonds for the project. Bank of America is to provide credit enhancement of the bonds during the construction period, and Fannie Mae will do so after the project is completed. Ryan represented Charter Properties Inc. and KL Acquisition Management LLC, along with partner Anne Knowles and associate Lisa Weil. Hoge, Fenton, Jones & Appel’s David Marion, of counsel, and associate Mark Dallas represented KSC Affordable Housing Investment Fund LLC, which committed $11 million in loans for the project. Dublin City Attorney Elizabeth Silver, a partner at Meyers, Nave, Riback, Silver & Wilson, and associate Susan Bloch, represented the city of Dublin, which contributed $4.5 million in loans. And Martin Inderbitzen, a solo practitioner in Pleasanton, represented the landowners and developers on entitlement issues. Other firms involved in the project included Sheppard, Mullin, Richter & Hampton, which represented Bank of America; New York’s Brown Raysman Millstein Felder & Steiner, which served as counsel to Fannie Mae; and Orrick, Herrington & Sutcliffe, which acted as bond counsel. Nixon Peabody’s Washington, D.C., office represented tax credit investor Paramount Financial Group, and Eichner & Norris, also in Washington, D.C., represented municipal bond underwriter Newman & Associates. — Brenda Sandburg MAGMA INTEGRATES MOJAVE Magma Design Automation Inc. purchased Mojave Inc., a developer of advanced technology for integrated circuit manufacturing, in a deal announced Feb. 24. The transaction is worth a minimum of $25 million and as much as $140 million if Mojave meets a series of revenue and technology milestones over the next five years. O’Melveny & Myers represented Santa Clara-based Magma, a provider of chip design solutions that bought Mojave in the mixed cash-and-stock deal. Hooman Shahlavi, a senior O’Melveny associate in Los Angeles, said lengthy earn-out periods are sometimes found in deals involving nascent companies that must prove their value. Mojave has yet to bring its technology to market. Shahlavi said predicting the ultimate value of the deal is tricky. “Who knows what can happen in the Valley in five years,” he said. “The further away you set these things, the more likely it is that things may change.” Partner Warren Lazarow ledO’Melveny’s team, which included Shahlavi and partners Will Chuang, an IP specialist, and Robert Rizzi, a tax attorney. Associates Yi- An Chen and Monifa Clayton rounded out the team. Senior associates Brian Covotta, Dipanwita Amar and partner Jeffrey Walbridge also contributed to the deal. Mountain View-based Fenwick & West represented Mojave. Partner David Healy led a team that included partners Laura Majerus and Ronald Schrotenboer and associate Andrew Luh. — Adrienne Sanders

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