Skip to Main Content
Our Commitment to Diversity


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.
Return to top of page

Email Disclaimer

We welcome your email, but please understand that if you are not already a client of K&L Gates LLP, we cannot represent you until we confirm that doing so would not create a conflict of interest and is otherwise consistent with the policies of our firm. Accordingly, please do not include any confidential information until we verify that the firm is in a position to represent you and our engagement is confirmed in a letter. Prior to that time, there is no assurance that information you send us will be maintained as confidential. Thank you for your consideration.

Accept Cancel