Regina Sam Penti

Experience

Mergers, Acquisitions and Investments 

• Advised various strategic acquirers in complex intellectual property and technology issues in acquisitions of technology companies, including structuring and negotiating provisions to address and mitigate identified risks, such as:
• HP Inc. in its acquisition of Poly, Inc., a leader in video conferencing solutions, cameras, headsets, voice and software for an enterprise value of $3.3 billion;
• Medtronic in its acquisition of Companion Medical, the developer of the first FDA-approved smart insulin pen system for diabetes management using deep data science and AI capabilities;
• Sound United LLC in its acquisition of Bowers & Wilkins, a leading designer and manufacturer of luxury home audio speakers and branded audio systems in the automotive and television markets;
• Becton Dickinson & Company in its $1.525 billion acquisition of Parata Systems, a developer of automation technology for pharmacies.
• Represented several PE investors and SPACs in structuring and negotiating IP and technology provisions in acquisitions of, and investments in, technology companies, including:
• Altimeter Growth Corp. in its $39.6 billion merger with Grab Holdings, a leading ride-hailing, food delivery and mobile payments “superapp,” in the largest ever U.S. deSPAC transaction and equity offering by a Southeast Asian company;
• Silver Lake Partners as lead investor in the $540 million Series F funding round for Noom, Inc.; 
• Longview Acquisition Corp. in its $1.5 billion business combination agreement with Butterfly Network, a leader in medical imaging technology;
• Bain Capital-led investor group in the acquisition of U.S. Renal Care, Inc., a leading provider of dialysis services that serves over 25,000 patients in 335 dialysis facilities across 32 states; and
• Social Leverage Acquisition Corp. (SLAC) in its agreement to merge with W3BCLOUD, a storage and computer infrastructure provider for Web3 technologies, valued at $1.25 billion.
• Represented technology companies and investors in IP strategy and risk mitigation in various sell-side transactions, including:
• Lilium GmbH, a leader in regional electric air mobility, in its business combination agreement with Qell Acquisition Corp. The combined company is valued at $3.3 billion pro forma equity value;
• Milacron Holdings, a public company, in its acquisition by Hillenbrand, Inc. for $2 billion;
• Vision Ridge Partners in the sale of Vanguard Renewables to BlackRock Real Assets;
• Astra, a maker of small rockets, in its merger with Holicity Inc., reflecting an enterprise value for Astra of approximately $2.1 billion, and resulting in Astra becoming the first publicly traded space launch company to be listed on the NASDAQ;; and
• Change Healthcare in the sale of its Connected Analytics business to Kaufman Hall.

Technology Collaborations, Licensing and Strategy

• Represents a leading global investment banking firm in a number of high-profile, financial services technology transactions related to data distribution, index-licensing, data use, and licensing of technology directed toward trading platforms, including providing strategic guidance for licensing and patent strategy.
• Advising a leading technology company in connection with evaluating and negotiating a license for standard-essential patents (SEPs) relating to video encoding and decoding.
• Represented a leading global health care company in various strategic collaborations and commercial arrangements relating to its respiratory and patient monitoring line of products. Drafted and negotiated several agreements, including complex cross-border technology licenses, joint development agreements, supply agreements, and distribution agreements.
• Represented a major technology company in licensing negotiations relating to server and distributed storage technology. Regina also assessed infringement assertions and successfully identified patent vulnerabilities that provided leverage in the negotiations and substantial reduction in royalty rates paid by the client.
• Advised several leading technology and life sciences companies in devising and executing domestic and cross-border defensive and offensive patent strategies. Advised on freedom-to-operate and IP development and management strategies for critical global patent portfolios consisting of hundreds of patents and relating to a wide array of technologies with assets spanning Europe, Asia and North America.

Venture Capital & Emerging Companies

• Represented Blockchain Luxembourg SA in respect to its Series C Financing – Crypto firm Blockchain raised $300 million in Series C funding at a post-money valuation of $5.2 billion.
• Represented Lilium N.V., developer of the first all-electric vertical take-off and landing jet, in the pricing of a $119 million capital raise from existing shareholders, new investors and strategic partners for continued development of new electric aircraft.
• Advised Crosspoint Capital Partners in leading a $50 million Series C investment in Afero, a leading provider of Internet of Things Platform as a Service focused on solutions to provide secure connectivity to IoT devices.
• Advised Northpond Ventures in connection with its lead investment in the $15 million Series A financing of OPT Industries with participation from existing investors Crosslink Capital and the MIT-affiliated E14 Fund.

Fintech, Big Data/Alternative Data and Artificial Intelligence

• Advising an asset management company on issues around the acquisition and management of artificial intelligence, data and other technology systems for application in developing investment alpha and beta, use in algorithmic and quantitative trading, and the technologies associated with executing their strategies.
• Represented a New York-based value investment firm with technology and data acquisition and management issues in connection with their investment platform and financial technologies.
• Assisted a US hedge fund with over $30B in assets under management in evaluating, negotiating, and drafting agreements for a complex collaboration with an engineering firm that uses machine learning and artificial intelligence to advance trading strategies.
• Advising a large global data broker in alternative data strategies and agreements with downstream third-party data providers, including providing guidance on vendor screening and qualification and negotiating agreements with data providers.
• Advising one of the largest global hedge funds on privacy and other issues relating to the acquisition and management of mobile device data for use in developing investment strategies.

European Oppositions and IPRs

• Represented a major global media and entertainment company in numerous contentious oppositions at the European Patent Office (EPO), defending a large portfolio of patents deemed foundational to certain electronic systems.
• Represented Seakeeper, Inc. in inter partes reviews (IPR2017-01996, IPR2017-01931) for patents related to cooling apparatus for boats; all IPRs terminated following preliminary response.
• Advised a global technology company in a European patent opposition and related appeal before the EPO Board of Appeals for patents related to mobile-to-mobile communication technology.