Wilson Sonsini Advises Salesforce.com in $2.5 Billion Deal

M&A dealmakers had their heads in the tech-sector clouds Tuesday, as Salesforce.com said it had agreed to purchase cloud-based marketing software company ExactTarget for $2.5 billion and computing giant IBM Corp. announced its own $2 billion acquisition of cloud computing infrastructure provider SoftLayer Technologies Inc.

For San Francisco-based Salesforce.com — a provider of software and related cloud-based services that help companies manage customer relationships — the ExactTarget deal is the latest in a string of acquisitions meant to expand the company’s marketing offerings. The New York Times notes that Salesforce.com has acquired social media managers Buddy Media and Radian6 in separate deals over the past two years. Salesforce.com will take advantage of ExactTarget’s portfolio of services that help customers manage marketing campaigns across email, social media and mobile devices as its customers continue to spend more and more of their marketing budgets beefing up their digital platforms.

The deal’s terms call for Salesforce.com to pay $33.75 in cash for each share of Indianapolis-based ExactTarget — a premium of almost 53 percent over the target’s Monday closing price. The deal is expected to close before the end of July.

Wilson Sonsini Goodrich & Rosati is providing Salesforce.com with legal advice in connection with the transaction. M&A partners Martin Korman and Michael Ringler — who are based in Palo Alto and San Francisco, respectively — are leading a team from the firm that also includes Wilson Sonsini chairman Larry Sonsini and corporate partners Todd Cleary and Kathleen Rothman. Also advising on the deal are technology transactions partner Parag Gheewala, tax partner Ivan Humphreys, employment law partner Laura Merritt and employee compensation and benefits partners John Aguirre and Michelle Wallin.

Burke Norton, Salesforce.com’s chief legal officer, is leading the company’s in-house legal team. Norton is a former Wilson Sonsini partner who left the firm in 2006 to serve as general counsel of travel website Expedia before joining Salesforce.com in 2011.

Wilson Sonsini advised Salesforce.com last August in connection with its $735.8 million purchase of Buddy Media.

For its part, ExactTarget has turned to Gibson, Dunn & Crutcher M&A partners Howard Adler and Christopher Dillon in Washington, D.C., and Palo Alto, respectively. Benefits partner Michael Collins, corporate partner James Moloney and tax partner David Sinak are also advising, while partner Adam Di Vincenzo and counsel Andrew Cline are working on antitrust matters. The Gibson Dunn associates working on the deal are Jonathan Gordon, Aaron Holmes, Anthony Shoemaker, Danielle Warner and Daniel Zygielbaum.

Gibson Dunn represented ExactTarget last year in connection with its $186 million initial public offering, as well as a subsequent secondary offering that raised $194 million.

Todd Richardson serves as ExactTarget’s general counsel.

Skadden, Arps, Slate, Meagher & Flom is representing Bank of America Merrill Lynch in its role as Salesforce.com’s financial adviser in connection with the deal. Skadden corporate and securities partners Kenton King and Leif King are working on the matter, along with associate Jason Tomita. San Francisco-based Shearman & Sterling M&A partner Steven Camahort are leading a team from that firm representing J.P. Morgan in its role as financial adviser to ExactTarget.

In the second major software-related deal announced Tuesday, IBM made a play to boost its own cloud-computing offerings by acquiring Dallas-based SoftLayer. (While the companies did not disclose the deal’s financial terms, The New York Times, citing an anonymous source, put the purchase price at $2 billion.) The Times notes that the acquisition is IBM’s largest since CEO Virginia Rometty moved into the company’s top executive post last year and will expand Big Blue’s ability to provide customers with remote computing services.

SoftLayer operates a global cloud computing infrastructure built around 13 data centers that serve roughly 21,000 customers, according to IBM’s announcement of the deal. IBM, which currently has 10 cloud computing centers worldwide, expects its annual revenue from cloud-related operations to reach $7 billion by the end of 2015. Upon closing the transaction — which is expected in the third quarter, pending regulatory approval — IBM says it will combine SoftLayer with its own IBM SmartCloud platform.

Armonk, New York-based IBM is being advised by a Cravath, Swaine & Moore team that includes M&A partner Eric Schiele, executive compensation and benefits partner Jennifer Conway, tax partner Andrew Needham. Associates on the deal are Christopher Fargo, Sarah Fortt, Ankur Patel, Zachary Smith and Brian Kozlowski.

IBM’s general counsel is Robert Weber.

Cravath has a longstanding relationship with IBM that includes advising the company on last year’s $1.3 billion purchase of human resources-related software maker Kenexa Corp. Earlier this year, Cravath added former director of the U.S Patent and Trademark Office David Kappos — a longtime senior in-house lawyer at IBM — as a partner in the firm’s corporate practice. (Recorder sibling publication Corporate Counsel covered Kappos’ move to Cravath in February.)

Kirkland & Ellis is advising SoftLayer’s majority shareholder, GI Partners, on the transaction. Corporate partner David Breach and IP partner John Lynn are working on the matter, in San Francisco, while corporate partner Travis Nelson and associate Amber Meek are advising out of the firm’s Palo Alto office.

Kirkland advised GI Partners last year in its role as part of an investment consortium that acquired cable services company WaveDivision Holdings for an undisclosed amount.

Tom Huddleston Jr. is a reporter with The Am Law Daily, a Recorder affiliate.