By Louis Lehot, Partner, Foley & Lardner LLP. Growth to buyout, garage to global.

Vol. I, №6 · Wednesday, October 21, 2026

Friends,

Five public companies agreed to go private this week, with the 10-year Treasury above 5 percent. Sponsors are not waiting for rates to fall. I have negotiated take-privates from the special committee’s side of the table and from the buyer’s, and the lesson does not change: price gets the headline, but certainty wins the deal. This week’s signings show it, and so does a ruling out of Delaware that every founder with control should read.

Take-Private Week

Each of these deals solved a different problem, and the solution is in the paper.

🔹 Penske Automotive, $16.3 billion. A controller buyout at an 8.6 percent premium, conditioned on a special committee and a majority-of-the-unaffiliated vote. A controller does not pay for control it already has. The minority gets process instead. I represented the special committee in Tongjitang’s going-private, and the work is the same everywhere: a committee with its own advisors and the real power to say no.

🔹 QIAGEN, €10.8 billion. EQT’s tender offer at a 40 percent premium, followed by a squeeze-out, with an interim dividend if closing slips past ten months. That is a ticking fee by another name.

🔹 Varonis, $6.3 billion. Thoma Bravo’s Proofpoint is paying a 52 percent premium. The reverse termination fee is twice the company’s, and Varonis can force the equity draw if the debt funds. That is what a target gets when it negotiates certainty, not just price.

🔹 CCC, $6.1 billion. A GTCR-led group with Elliott, 44 percent premium, no financing condition.

🔹 Cleanaway, A$9.3 billion. EQT Infrastructure, by scheme of arrangement, with a ticking fee if implementation runs late.

My advice to boards: decide which certainty terms you need before you negotiate price. When Matterport sold to CoStar for $2.1 billion, the FTC review made the outside date and the regulatory covenants as important as the number. Sponsors with aging funds will pay full premiums. They will fight on conditions, timing and the reverse fee. That is where the value is won or lost.

Delaware: The Safe Harbor Has Limits

On October 16, the Court of Chancery enjoined a recapitalization at Cloudflare that would have locked in the founders’ control. It is the first real test of the Senate Bill 21 safe harbor, and the court did not let the statute do the committee’s job. The independence presumption held. Good faith did not. Advisors crafting a “narrative,” back-channel calls with the founders, a resignation threat and disappearing messages were enough to put entire fairness back on the table.

For founders and sponsors who control a company: SB 21 changed the standard, not the need for a real process. Let the committee run its own process, keep communications where they are preserved, and assume a judge will read every message.

The Legal Bench

🔹 Authentic Brands Group named Clément Smadja Chief Legal Officer. He comes from Fox and, before that, Kirkland & Ellis.

🔹 Hecate Energy, headed to market through a SPAC merger, named Michael J. Garofola General Counsel.

🔹 OLIX, the venture-backed AI chip company, hired Matthew Wilson from Fremantle as Chief Legal Officer.

Closer to home, a warm welcome to Marisa White, who joined Foley in New York from Baker Botts. Marisa does M&A, leveraged buyouts and private capital, and our sponsor clients on the East Coast will be glad to know her.

Also on My Desk

🔹 Growth capital is concentrated. Rothschild counts $440 billion of US growth equity this year, 71 percent of it in AI and more than half in six companies. Outside AI, plan for a structured round or a sale.

🔹 Gates are being tested. Partners Group’s flagship evergreen fund has paid only its 5 percent cap for two quarters. Read the redemption terms before you rely on them.

🔹 Law firms are now targets. Charlesbank invested in a 550-lawyer California firm through a management services organization. The ethics rules will be tested, and I will be watching.

🔹 Buy-and-build is in court. The FTC and twelve states sued to block a Platinum Equity add-on. If you are rolling up a market, the antitrust plan belongs at the start.

🔹 The Loan Desk. The 10-year closed Tuesday at 5.13 percent. Producer prices are up 6.3 percent from a year ago. Odds of a hike next week have eased to about one in five; December looks likely. Underwrite one more quarter point.

On Our Desk

🔹 We represented ORS Nasco, a Wynnchurch Capital portfolio company, in acquiring Techniweld, PowerWeld and three brands from Sycamore-owned Essendant. Announcement.

From My Desk

🔹 I am honored to be named by Lawdragon among the 500 Leading Dealmakers in America. Thank you to the clients who trust me with their most important transactions.

🔹 The SEC’s Innovation Exemption, with Patrick Daugherty, Mike Bresnahan and Christi Lawson. Tokenized stocks now have a path to trade. Issuers should decide how they will respond.

🔹 Growth Equity’s Moment: Five Numbers Every Founder Needs to Know.

🔹 Prefer this in your inbox? Subscribe on Substack.

On the Calendar

🗓 Investors on the Bay, a Fall Mixer, Friday, October 23, San Francisco. Register.

🗓 One Way Ventures Summit, Wednesday, October 28, San Francisco. Register.

🗓 General Counsel Executive Forum, Private Lunch, Friday, October 30, San Francisco. In-house counsel only. Request a seat.

🗓 The CFO’s Risk Stack: What Breaks Between Series B and the S-1, Wednesday, November 18, San Francisco, with Lockton, First Citizens Bank and Proviti. Reply for a seat.

🗓 2027 Outlook, Friday, December 11. Reply for a seat.

Closing Argument

🔹 Boards: negotiate certainty before price. The reverse fee, the outside date and the equity commitment.

🔹 Founders with control: the safe harbor protects a real process. Let the committee run it.

🔹 Sponsors: buyers are still buying at full premiums. The ones who remove conditions win.

A question for you. Would you trade price for certainty in a sale today? Write back; I read every reply.

Rates are high. Buyers are still buying. The companies that are ready get to choose.

— Louis

#TheGrowthEquityDocket #AskASiliconValleyLawyer #FoleyIgnite #garage2global #growthequity #privateequity #takeprivate #Delaware #techlaw

Standard disclosures: opinions my own, not my firm’s. Not legal advice. Attorney advertising. Prior results do not guarantee future performance. This newsletter is built the way I believe modern legal work should be done. I use AI for productivity and efficiency in research and drafting. The ideas are mine, the voice is mine, the edits are mine, I check the facts, and I own every word. Foley & Lardner LLP represents sponsors, lenders and companies, some of which may be active in the matters discussed. Deal terms from company announcements and SEC filings. Growth equity data from Rothschild & Co’s Growth Equity Update (October 2026). Rate data from the U.S. Treasury and FRED (ICE BofA high-yield spread); fund return data from PitchBook; secondaries volume from Evercore; IPO returns from IPOScoop; inflation data from the Bureau of Labor Statistics; rate-futures odds as reported Oct. 19 to 21, 2026.