- J.D., Columbia Law School, 2002, Harlan Fiske Stone Scholar
- B.S.B., University of Minnesota, 1996, Evans Scholar, Dean's List
Mr. Schendel is a partner in the Corporate Practice Group in the firm's Palo Alto and San Francisco offices.
Areas of Practice
Mr. Schendel's practice focuses on advising public and private companies in mergers & acquisitions, securities offerings, corporate governance, SEC reporting, and general corporate matters. Mr. Schendel also has extensive experience working with private equity funds in connection with fund formation, general fund operating matters, and buy-side M&A.
Prior to joining Sheppard Mullin, Mr. Schendel had been General Counsel of Entelos, Inc., a privately held life sciences company. Earlier in his career, Mr. Schendel had practiced in the Silicon Valley offices of international law firms including Simpson Thacher & Bartlett, Shearman & Sterling, and Heller Ehrman / Venture Law Group.
M&A – Buy-side
- Taylor Made Golf Company, Inc. in connection with its acquisition of Adams Golf, Inc. (Nasdaq: ADGF) (2012).
- Element Partners, a leading private equity firm focused on the energy and clean technology markets, in connection with its simultaneous acquisitions of (i) the industrial coatings business from NV Bekaert SA, a global conglomerate based in Belgium focused on the advanced materials, coatings and products, automotives, building and construction, and engineering industries; and (ii) Soleras Ltd., a privately held US-based manufacturing company in the coatings industry (2012).
- Oclaro, Inc. (Nasdaq: OCLR), a provider of high performance optical components, modules and subsystems to the telecommunications market based in San Jose, California, in connection with (i) its acquisition of Xtellus, Inc., a privately held supplier of ROADM technology and dynamic optical modules for Agile Optical Networking Systems, and (ii) its acquisition of certain assets from another optical modules company for cash and stock (2009-2010).
- Aptina Imaging Corporation, an imaging-solutions company based in San Jose, California which spun off from Micron Technologies, Inc., in connection with, among other things, (i) its acquisition of certain assets and intellectual property from another private technology company, and (ii) general corporate matters (2009-2010).
- Virage Logic Corporation in connection with its acquisition of ARC International plc (LSE: ARK), a provider of consumer intellectual property to OEM and semiconductor companies (2009).
- The Independent Committee of the Board of Directors of LECG Corporation (Nasdaq: XPRT), a global expert services company, in connection with LECG’s acquisition of Smart Business Advisory & Consulting, LLC, a privately held provider of business advisory services, and the proposed simultaneous $25 million preferred stock investment by Smart’s principal stockholder in LECG through a private placement (2009).
- Belden Inc. (NYSE: BDC), a leader in the design, manufacture, and marketing of signal transmission solutions for data networking based in St. Louis, Missouri, in connection with its acquisition of Trapeze Networks, Inc., a leading provider of WLAN solutions to enterprises and public institutions based in Pleasanton, California (2008).
- Seagate Technology (NYSE: STX) in connection with its acquisition of MetaLINCS, a technology company in the E-Discovery market based in San Jose, California (2007).
- TEMPO, a pan-Caribbean cable TV network, in connection with a management buyout of the company from Viacom, Inc. (2007).
- Entelos (LSE AIM: ENTL) in connection with its acquisition of Iconix Biosciences, Inc., a privately held predictive toxicology company, in a stock for stock transaction (2007).
- VG Holding Corp. in connection with its acquisition of Pandemic Group, LLC and BioWare Corp, independent video game studios, and Elevation Partners, a private equity firm focused on the media, entertainment and consumer-related businesses, in connection with its investment in VG Holding Corp (2005).
- Hellman & Friedman in connection with its acquisition of Activant Solutions, Inc., a premier technology provider of vertical business management solutions based in Austin, Texas (2005).
- Silver Lake Partners, a private equity firm based in Menlo Park, California, in connection with its acquisition of the Sniffer division from McAfee, Inc. (2004).
- Nokia Corporation in connection with its acquisition of certain assets of Tahoe Networks, Inc., a company formerly doing business in the IP networking industry (2003).
- Thompson Corporation in connection with its acquisition of Elite Information Group, Inc., a provider of financial and practice management software solutions to professional services markets (2003).
M&A – Sell-side
- Tongjitang Chinese Medicine Company (NYSE: TCM), a vertically integrated specialty pharmaceutical company focused on the development, manufacturing, marketing and selling of modernized traditional Chinese medicine in China, in connection with their going-private transaction through the sale of the company by way of a merger transaction with Hanmax Investment Limited and Fosun Industrial Co., Limited (2010-2011).
- BizDeals, Inc., in connection with the formation of the company, negotiation of commercial agreements, and other start-up related matters, and its subsequent sale of the company to Rapidbuyr (2010-2011).
- Entelos in connection with the sale of its toxicogenomics business to the National Institutes of Health (2010).
- support.com (Nasdaq: SPRT), a provider of computer support services to consumers and small businesses based in Redwood City, California, in connection with the sale of its enterprise software business to Consona Corporation, a privately held ERP and CRM software provider (2009).
- Wavecom S.A. (Nasdaq: WVCM), a leading provider of embedded wireless technology for machine-to-machine communication based in France, in connection with (i) the friendly takeover bid announced by Sierra Wireless, Inc. for €218 million and (ii) defending against a hostile takeover bid previously launched by Gemalto (2008-2009).
- Foundry Networks, Inc. (Nasdaq: FDRY), a performance and total solutions leader for network switching and routing based in Santa Clara, California, in connection with the sale of the company to Brocade Communications Systems, Inc. (Nasdaq: BRCD), a leading provider of data center networking solutions (2008).
- Instill Corporation, a technology company in the foodservice industry based in San Mateo, California, in connection with the sale of the company to iTradeNetwork, Inc., a privately-held technology leader in On-Demand E-Business solutions for the food industry based in Pleasanton, California that is majority owned by Accel-KKR, a technology-focused private equity investment firm (2008).
- AkaRx, Inc., a biopharmaceutical company headquartered in Paramus, New Jersey, in connection with its agreement to grant an option in favor of MGI PHARMA, Inc., a biopharmaceutical company focused in oncology and acute care based in Minnesota, for a subsequent merger of AkaRx into a newly formed subsidiary of MGI PHARMA, together with other related transactions (2007).
- IntraLinks, Inc., a leading provider of online workspaces for secure document exchange, in connection with a recapitalization transaction with TA Associates, a growth private equity and buyout firm, and Rho Ventures, a venture and growth equity firm (2007).
M&A – Other Transactions
- A privately held global application software provider in connection with its restructuring through a tender offer by its controlling stockholder group (2011).
- A privately held medical device company in connection with a cash self tender offer (2011).
- Entelos, Inc., a life sciences company based in Foster City, California, in connection with a debt restructuring (2009-2010).
- Babcock & Brown LP in its establishment of a joint venture with The Gates Group LLC and the acquisition by such joint venture of Imperial Parking Corporation, along with the formation of a private equity fund and the issuance of senior subordinated notes, in each case, in connection with the financing of such acquisition (2006).
Capital Markets – IPOs
- CreditCards.com, Inc., a leading online credit card marketplace based in Austin, Texas, in connection with its proposed initial public offering (2007).
- Credit Suisse First Boston and Citigroup in connection with the initial public offering of Fastclick, Inc., an internet advertising company (2005).
- Daiwa Securities and the other underwriters in connection with the initial public offering of Medicinova Inc., a pharmaceutical company based in San Diego (2005).
- Morgan Stanley, Credit Suisse First Boston and the other underwriters in connection with the initial public offering of Google Inc. (2004).
- Merrill Lynch & Co., JPMorgan and the other underwriters in connection with the initial public offering of Kinetic Concepts, Inc., a medical technology company based in San Antonio, Texas (2003).
- Morgan Stanley and the other underwriters in connection with the initial public offering of iPass Inc., a provider of software-enabled enterprise connectivity services for mobile workers (2003).
- Citigroup and the other underwriters in connection with the initial public offering of Callidus Software (2003).
Capital Markets – Other Debt/Equity Offerings
- CHC Helicopter S.A. in connection with its registered exchange offer of $1.1 billion in 9.250% senior notes due 2020 for a like amount of notes issued in private placement transactions pursuant to Rule 144A and Regulation S (2012).
- LegalZoom.com, Inc. in connection with a secondary private sale of shares to Institutional Venture Partners and Kleiner Perkins Caufield & Byers (2011).
- SunPower Corporation (Nasdaq: SPWRA), a solar technology company based in San Jose, California, in connection with its simultaneous underwritten public offerings of $227 million of class A common stock and $230 million of senior convertible debentures (2009).
- Total S.A. (NYSE: TOT), an oil and gas company based in France, in connection with its (i) $45 million preferred stock investment in Konarka Technologies, Inc., a developer of flexible, polymer and nanoparticle-based PV module technology based in Lowell, Massachusetts, (ii) preferred stock investment in Gevo, Inc., a biofuels company based in Engelwood, Colorado, and (iii) other unconsummated preferred stock investments (2008-2009).
- Macrovision Corporation (now called Rovi), a solutions provider in the digital media industry based in Santa Clara, California, in connection with its offering of senior notes, issued in connection with the financing of its acquisition of Gemstar-TV Guide International, Inc., in a private placement transaction (2008).
- Seagate Technology in connection with multiple registered common stock offerings and Rule 144 sales by its largest shareholder (2004-2007).
- Morgan Stanley and the other initial purchasers in connection with the offering of senior subordinated notes of Kinetic Concepts, Inc. (2003).
- UTStarcom, Inc., a telecommunications equipment company based in Alameda, California, in connection with a common stock shelf takedown (2003).
- Wachovia Securities and Merrill Lynch in connection with the offering of senior subordinated notes of Perry Ellis International, Inc., an apparel company based in Miami, Florida (2003).
- Credit Suisse First Boston and Goldman, Sachs & Co. in connection with the offering of convertible subordinated notes of FEI Company, a technology company based in Oregon (2003).
- Credit Suisse First Boston in connection with the offering of convertible subordinated notes of Ask Jeeves, Inc. (2003).
- Norske Skog Canada Limited, a manufacturer of paper products based in Vancouver in connection with its offering of senior notes, along with the subsequent registered exchange offer related to those notes (2003).
- Merrill Lynch & Co. and the other underwriters in connection with the offering of Premium Equity Participating Security Units of Teekay Shipping Corporation (2003).
- Goldman, Sachs & Co. and the other initial purchasers in connection with the offering of senior secured notes of Sanmina-SCI Corporation, a provider of customized, integrated electronics manufacturing services (2002).
Private Equity/Venture Capital Funds
- A strategic investor in connection with its limited partnership investment in a leading Silicon Valley-based venture capital fund (2012).
- Children's Edu-Investors, LLC, an investment fund focused on early-stage ventures in the education content, technology and/or services for kindergarten through 12th grade market, in connection with various fund matters (2010-2011).
- A large sovereign investor in connection with several proposed investments in limited partnership interests of private equity and venture capital funds (2008-2009).
- Hellman & Friedman, a private equity investment firm based in San Francisco, California, in connection with the formation of Hellman & Friedman Capital Partners VI, L.P., an $8 billion private equity fund (including the private placement of limited partnership interests in connection therewith) (2006).
- Crimson Capital Partners, a Menlo Park, California-based private equity firm in connection with the formation of Crimson Capital Partners III, L.P., a private equity fund focused on the Asia manufacturing and services market (including the private placement of limited partnership interests in connection therewith), and other general fund matters, including general on-going matters related to this firm’s first two funds (2004-2006).
SEC (1933 Act/1934 Act) / Stock Exchange (NYSE/Nasdaq) Compliance
- CHC Helicopter / CBRE / RealD (2011-2012)
- Oclaro / Monolithic Power Systems / SunPower / support.com / Virage Logic (2008-2010)
- Cell Therapeutics / ZipRealty / Loopnet / Phoenix Technologies (2007-2008)
- Seagate Technology (2004-2007)
- UTStarcom (2003)
- JOBS Act Eases IPOs, The Recorder, February 7, 2013
- SEC Leader Signals Revised Rules, The Recorder, May 19, 2011
Corporate & Securities Law Blog Posts
- "Client Alert – Considerations for 2014 Proxy Season and Beyond," December 17, 2013
- "FTC Proposes Amendments To The Hart-Scott-Rodino Rules Regarding Withdrawal Of A Premerger Notification Filing," February 8, 2013
- "New IRS Regulations Regarding Noncompensatory Partnership Options Effective Immediately," February 7, 2013
- "FINRA Adopts Rule 5123 Requiring the Filing of Offering Documents used in Private Placements of Securities," January 24, 2013
- "Navigating the SEC's Recent Conflict Minerals Rules: Threading the Needle Through Complex Controls and Procedures and Complying with New Disclosure Requirements," September 21, 2012
- "Update on Timeline for SEC Rulemaking to Implement the JOBS Act and Dodd-Frank Act," July 25, 2012
- "President Obama Signs JOBS Act: Landmark Reform for Small and Emerging Growth Companies Now Law," April 5, 2012
- "Senate Passes Modified JOBS Act - Regulatory Reform for Small and Emerging Growth Companies Speeds Closer to Fruition," March 26, 2012
- "SEC Considering New Regulations Governing Capital Formation for Smaller Companies, Crowdfunding, Social and Other New Media," April 21, 2011
- "SEC's Proposed New Reporting Rules for Institutional Investment Managers," December 9, 2010