Brendan Gutierrez McDonnell

Advised International Test Solutions, Inc. (“ITS”), a Nevada-based company and global supplier of highly engineered cleaning materials supporting the semiconductor industry, in its sale to CMC Materials, Inc., a Delaware corporation (the “Buyer”), a leading global supplier of consumable materials primarily to semiconductor manufacturers. ITS has facilities in Nevada, and sales representative offices throughout the US, as well as Korea, China, Taiwan, the UK, France, Germany, Italy, Singapore, Malaysia, Philippines, Thailand, Vietnam, Indonesia, and Japan. The transaction involved a (i) pre-closing reorganization, resulting in the formation of a new holding company (“HoldCo”), and the conversion of ITS into a limited liability company that was wholly owned by HoldCo, and (ii) the sale of 100% of the outstanding membership interests of ITS, held by HoldCo, which in turn was owned by six separate sellers (the “Sellers”). We facilitated lengthy and complex negotiations with the Buyer and Buyer’s counsel, Wachtell, Lipton, Rosen & Katz, and assisted with the incorporation of a representations and warranties insurance policy that offered protection for both the Sellers and the Buyer. The transaction involved several key issues that added to the complexity of the negotiations, including issues relating to HSR (anti-trust) and foreign subsidiaries. We also advised ITS with respect to post-closing transition matters and an employment agreement for ITS’s former president.