DigitalBridge Investment Management and IFM’s $11 Billion Take-Private Acquisition of Switch

Latham & Watkins advised the Special Committee of the Board of Directors of Switch, and Simpson Thacher & Bartlett advised DigitalBridge and IFM on the deal.

Switch, Inc. (NYSE: SWCH) has entered into a definitive agreement with DigitalBridge Group, Inc. (NYSE: DBRG), under which DigitalBridge Partners II, the value-added digital infrastructure equity strategy of the investment management platform of DigitalBridge, and an affiliate of global infrastructure investor IFM Investors will acquire all outstanding common shares of Switch for US$34.25 per share in an all-cash transaction valued at approximately US$11 billion, including the assumption of debt. The transaction is subject to approval by Switch stockholders and customary closing conditions and is expected to close in the second half of 2022.

Switch, Inc. (NYSE: SWCH), is the independent leader in exascale data center ecosystems, edge data center designs, industry-leading telecommunications solutions and next-generation technology innovation. Switch Founder and CEO Rob Roy has developed more than 700 issued and pending patent claims covering data center designs that have manifested into the company’s world-renowned data centers and technology solutions.

Digital Bridge (NYSE: DBRG) is a leading global digital infrastructure firm. With a heritage of over 25 years investing in and operating businesses across the digital ecosystem including cell towers, data centers, fiber, small cells, and edge infrastructure, the DigitalBridge team manages a $47 billion portfolio of digital infrastructure assets on behalf of its limited partners and shareholders.

IFM Investors is a global investment management firm and one of the largest infrastructure investors in the world. Established more than 25 years ago with the aim to protect and grow the long-term retirement savings of working people, IFM is owned by a group of Australian pension funds and manages approximately US$136 billion as of March 31st  2022.

Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC acted as financial advisors to the Special Committee of the Board of Directors of Switch. RBC Capital Markets, LLC served as lead financial advisor and TD Securities served as co-advisor to DigitalBridge and IFM. Debt financing for the transaction was led by TD Securities along with Joint Lead Arrangers and Joint Lead Bookrunners Societe Generale, RBC Capital Markets, and Citizens Bank, N.A.

Latham & Watkins LLP advised the Special Committee of the Board of Directors of Switch in the transaction with a corporate deal team led by Orange County/New York partner Charles Ruck (Picture) and Orange County partner Daniel Rees, with associates Brian Umanoff, Tiana Baghdikian, Jack McKay, Jack Vanderford, Allison Blair, and Erik Jensen. Advice was also provided on capital markets matters by Orange County partner Shayne Kennedy; on benefits and compensation matters by Los Angeles partner Michelle Carpenter and Washington, D.C. counsel Laura Szarmach, with associate Vanessa King; on IP matters by Orange County counsel David Kuiper; on tax matters by Century City partner Pardis Zomorodi, with associate Brian Rogers; on litigation matters by Los Angeles partner Joshua Hamilton and Orange County partner Michele Johnson; on antitrust matters by Washington, D.C. partner Jason Cruise and Washington, D.C. counsel Patrick English, with associate Alexandra Kandalaft; on real estate matters by San Diego partner James Mann, with associate Achraf Farraj; on finance matters by Los Angeles partner Mark Morris, New York partner Kendra Kocovsky, and Bay Area partner Michelle Gross, with associate Adriana Beach; on CFIUS/FCC matters by Washington, D.C. partner James Barker; and on FERC matters by Washington, D.C. partner Natasha Gianvecchio.

The Simpson Thacher team included David Lieberman, Christopher May, Jacqui Bogucki, Isaac Syed, Braxton Duhon and David Kim (Corporate); Krista Miniutti, Justin Vilinsky, Dennis Loiacono, Stephanie Kantor and Leanne Welds (Real Estate); Brian Gluck and Alexander Kleinhaus-Resisi (Credit); Drew Purcell and Brian Mendick (Tax); Hui Lin and Katie Lunt (Capital Markets); David Rubinsky, Linda Barrett and Josh Stephens (ECEB); Toby Chun and Deepa Sarkar (Environmental); and Lori Lesser, Bobbie Burrows and Suyoung Jang (IP).

Involved fees earner: Tiana Talar Baghdikian – Latham & Watkins; James Barker – Latham & Watkins; Adriana Beach – Latham & Watkins; Allison Blair – Latham & Watkins; Michelle Carpenter – Latham & Watkins; Jason Cruise – Latham & Watkins; Patrick English – Latham & Watkins; Achraf Farraj – Latham & Watkins; Natasha Gianvecchio – Latham & Watkins; Joshua Hamilton – Latham & Watkins; Erik Jensen – Latham & Watkins; Michele Johnson – Latham & Watkins; Alexandra Kandalaft – Latham & Watkins; Shayne Kennedy – Latham & Watkins; Vanessa King – Latham & Watkins; Kendra Kocovsky – Latham & Watkins; David Kuiper – Latham & Watkins; James Mann – Latham & Watkins; Jack McKay – Latham & Watkins; Mark Morris – Latham & Watkins; Michelle Gross – Latham & Watkins; Daniel Rees – Latham & Watkins; Brian Rogers – Latham & Watkins; Charles Ruck – Latham & Watkins; Laura Szarmach – Latham & Watkins; Brian Umanoff – Latham & Watkins; Jack Vanderford – Latham & Watkins; Pardis Zomorodi – Latham & Watkins; Linda Barrett – Simpson Thacher & Bartlett; Bobbie Burrows – Simpson Thacher & Bartlett; Toby Chun – Simpson Thacher & Bartlett; Braxton Duhon – Simpson Thacher & Bartlett; Brian Gluck – Simpson Thacher & Bartlett; Jacqui Bogucki – Simpson Thacher & Bartlett; Suyoung Jang – Simpson Thacher & Bartlett; Stephanie Kantor – Simpson Thacher & Bartlett; David Kim – Simpson Thacher & Bartlett; Alexander Kleinhaus-Resisi – Simpson Thacher & Bartlett; Lori Lesser – Simpson Thacher & Bartlett; David Lieberman – Simpson Thacher & Bartlett; Hui Lin – Simpson Thacher & Bartlett; Dennis Loiacono – Simpson Thacher & Bartlett; Katie Lunt – Simpson Thacher & Bartlett; Christopher May – Simpson Thacher & Bartlett; Brian Mendick – Simpson Thacher & Bartlett; Krista Miniutti – Simpson Thacher & Bartlett; Andrew Purcell – Simpson Thacher & Bartlett; David Rubinsky – Simpson Thacher & Bartlett; Deepa Sarkar – Simpson Thacher & Bartlett; Joshua Stephens – Simpson Thacher & Bartlett; Isaac Syed – Simpson Thacher & Bartlett; Justin Vilinsky – Simpson Thacher & Bartlett; Leanne Welds – Simpson Thacher & Bartlett;

Law Firms: Latham & Watkins; Simpson Thacher & Bartlett;

Clients: DigitalBridge; IFM Group; Switch;