Being a deal lawyer in-house at Intel Corp. means no shortage of work. This past year Patrick Bombach played central roles in the company’s $16.7 billion acquisition of Altera, the $4.2 billion spinout Intel Security into the newly re-formed McAfee and, most recently, its $15.3 billion acquisition of Mobileye, signaling Intel as a serious player in the autonomous car race.
Bombach recently told The Recorder about Intel’s “hands-on” approach to working with outside counsel on transactions.
Would you say there’s an Intel way of approaching a transaction, or is each deal approached as a singular exercise? Each deal as a matter of course is unique, but our overall philosophy entering into a potential transaction is to think about what we want and why and how to accomplish our goals in a manner that is best for Intel and its stockholders.
My expectation for our M&A team is that each member fully understands each and every issue, both business and legal, to achieve optimal outcomes for Intel. We have to be much more than lawyers.
Do you have a philosophy on what sorts of matters should go to outside counsel and what should be handled internally on any given deal? Does the volume of deals the company has going at any given time change that mix? Our team is extremely “hands-on” … perhaps to the consternation of our outside counsel. In all seriousness, it is impossible for outside counsel to understand what is going on behind the curtain, and it is our team’s responsibility to drive projects forward.
That being said, we work closely with our outside counsel and expect our firms to understand our business and approach. We work with a few firms and hold them to high standards, but we view them as valued, long-term business partners. We believe this approach allows our outside counsel to provide exceptional service and helps us achieve better results.
How would you describe your role personally on each of these three deals? What were your chief responsibilities on each? My principal role at Intel evolved over the course of these three transactions from associate director, acting as an individual contributor, to group counsel, managing M&A Legal, to managing director, managing all of Intel capital legal.
I went from being “in the weeds” day-to-day to advising our executives on strategic decisions (yet somehow still “in the weeds”). However, I’ve always viewed my chief responsibility as setting our team up for success. I try to empower them to make decisions, remove obstacles within the broader organization and take responsibility when things don’t go as planned. Moreover, I strive to give my team credit and exposure for their hard work, and I would be remiss not to mention Benjamin Olson and David Miscia for their roles on McAfee and Mobileye, respectively. In my eyes, this is a team award.
What were the key legal challenges to disentangling Intel Security from the large company and rolling it out into its own business while still maintaining a significant stake in the new McAfee? As you can imagine, it is incredibly difficult to separate a fully-integrated, global, billion-dollar business from a corporation such as Intel. The challenges ran the gamut—IP, tax, employment, IT, supply-chain, finance, contracts, corporate, jurisdictional, compliance, regulatory. But in the end, the team was able to pull together the people and technology on time and on target to help create one of the largest pure-play, cybersecurity companies in the industry.
The Mobileye transaction clearly signaled to the market that Intel will be a serious player in the autonomous vehicle space. How much does the regulatory and competitive environment in that nascent industry affect the work M&A lawyers do on a deal like this one? The Mobileye transaction is exciting for all of Intel. Not only is it a tremendous growth opportunity for our business, but autonomous vehicles have the potential to transform society and save countless lives.
Because the industry is still in its infancy, we understood that there would be risks that are not easily quantified and that we would need to look beyond the standard due diligence checklist. Completing the deal required us to see the world 10 to 15 years out and understand Intel’s place in that world. It goes back to what I mentioned before—at Intel Capital Legal, we believe that we have to be much more than lawyers to succeed.