Jeffrey M. Oshinsky, left, of Edelboim Lieberman Revah Oshinsky and Andrew R. Comiter, right, of Comiter Singer Baseman & Braun. Photo: Google

A $525 million video game company acquisition was a complex multinational transaction when coronavirus hit and forced work into the remote realm.

Swedish video game holding company Embracer Group AB acquired game developer and publisher Saber Interactive Inc., which is based in Maplewood, New Jersey, and has international offices.

The purchase agreement was signed and announced Feb. 19 by Embracer, which is publicly traded on the Swedish stock exchange. Government and other approvals were pending, and the target closing date was April 1.

Coronavirus didn't stop attorneys from meeting this date.

With an international deal of this magnitude in play, "I would say this is a good case study in terms of how people were able to work from home and get things done," said Jeffrey Oshinsky, Saber's transaction attorney. "There was still a lot of documentation that needed to have ink on it that we needed to plan ahead for."

Oshinsky, partner at Edelboim Lieberman Revah Oshinsky in Aventura, was representing the company before its acquisition.

In West Palm Beach, Comiter Singer Baseman & Braun partners Andrew Comiter and Alan Baseman worked on tax issues on behalf of Saber.

Baker McKenzie partners David Malliband in Chicago and Anna Orlander in Stockholm led the deal on behalf of Embracer.

Embracer paid $120 million up front — $100 million in cash and $20 million in newly issued Embracer stock, Oshinsky said.

The rest will be transferred over time as Saber hits new game development and other milestones.

Embracer stock to be transferred to Saber owners and co-founders Matthew Karch and Andrey Iones has been issued but will be released in tranches. In a year, $30 million is due; $113 million in three years and $112 million in six years. Another $50 million is to be released in six years if Karch and Iones still are employees.

Another $100 million cash payment in due in two years.

Comiter and Baseman helped work out a tax deferment structure for the equity side of the deal.

Saber, formed in 2001, is the developer of the popular World War Z video game. It has offices with developers in Sweden, Belarus, Spain, Portugal and Russia.

Saber will retain its website and name as a division of Embracer just like others the Swedish video game giant has acquired, Comiter said.

When Comiter, Baseman and Oshinsky traveled to Sweden on Feb. 15, COVID-19 wasn't even on "their radar," but the virus started threatening Europe over the next four days. They were screened on their way back at the Swedish airport but not in the U.S., Comiter recalled.

The deal still needed approval under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 and German government approval because Embracer has a subsidiary in that country. The coronavirus shutdown didn't slow these approvals.

"But it made it more difficult in the closing process because it eliminated our ability to meet together and collaborate in person to go through the final closing mechanics," Comiter said. "It made it a little bit, I don't want to say inefficient, it just made the process a little bit more onerous in that everyone had to work on it remotely rather than in a room together. Normally in a transaction this size and this complex, you are meeting numerous times."

The transaction was complicated because it really was several deals conflated into one, he added. Oshinsky also had to obtain closing approvals from companies that own licenses and rights to Saber games.

And yet it was the transaction complexities and executing it during the coronavirus pandemic that made the deal a memorable one for Comiter.

"It's a very cool industry, and I don't know if I will ever have a transaction like this again in my career with the intricacies and complexities and then the timing of all of it closing in a lockdown at your house," he said. "It's just a little bit different. It's a little bit surreal."

Added Oshinsky: "We did not miss our target of April 1, which I think was an unbelievable mark we were able to hit."