Andrew D. Woodard

Mr. Woodard regularly advises clients on complex technology and intellectual property matters and has extensive experience with monetization of financial data and transactions that involve the intersection of technology and financial services regulations, including strategic alliances, payment relationships, outsourcing transactions, licensing and development agreements, service agreements and content licenses. He also regularly handles intellectual property, technology and operational issues that arise in connection with mergers and acquisitions, financings and other corporate transactions.

Mr. Woodard has counseled clients on a wide variety of issues relating to the ownership, protection and enforcement of intellectual property and technology rights; the application of domestic and international financial services regulations to innovative technology platforms; and domestic and international data privacy and cybersecurity laws and regulations. Mr. Woodard’s experience in information technology and background in film and television production provides clients with a distinct understanding of the unique challenges that arise in transactions in these sectors.

Projects on which Mr. Woodard has worked include:

• S&P Global in its:
  • sale of its Engineering Solutions business to funds managed by KKR
  • acquisition of Visible Alpha
• Citigroup Inc./Citibank, N.A. in numerous commercial and strategic transactions, including its:
  • separation of its institutional banking business in Mexico from its consumer, small business and middle market businesses
  • acquisition of Deutsche Bank Mexico to facilitate the exit of the consumer, small business and middle-market banking operations of Citibanamex and Citi’s ability to continue its institutional operations in Mexico
  • agreement with Amazon.com, Inc. to offer Citi cardholders alternative payment methods when making purchases on Amazon.com
  • sale of its fixed-income analytics and index business, including The Yield Book and the World Government Bond Index (WGBI), to the London Stock Exchange Group
  • sale of its consumer banking and credit card businesses in nine countries in Central and South America
  • sale of its credit card merchant acquiring business in 11 countries across Asia
  • sale of its Central American consumer banking support and technology operations to Wipro
• Citi Ventures in the formation of, and investment in, Ensemble Technologies and the spin-out of assets to, and initial acquisition of common stock of, Worthi
• Discover Financial Services and Discover Bank in the sale of Discover Bank’s private student loan portfolio to affiliates of Carlyle and KKR, and the associated agreement with Firstmark, a division of Nelnet, to service the portfolio after closing
• Wells Fargo & Company/Wells Fargo Bank in connection with its:
  • carve-out sale of certain assets of Wells Fargo Asset Management, related legal entities and its collective investment trust business to Allspring Global Investment, which was formed by GTCR and Reverence Capital Partners (recognized as Deal of the Year (Large) at the Americas M&A Atlas Awards)
  • sale of its private student loan portfolio to a group of investors, including an associated agreement with Firstmark, a division of Nelnet, to service the portfolio after closing
  • carve-out sale of its Institutional Retirement & Trust business to Principal Financial Group
• Willis Towers Watson in its:
  • treaty reinsurance joint venture with Bain Capital
  • $4 billion sale of Willis Re to A. J. Gallagher
  • proposed $80 billion combination with Aon plc
  • proposed divestiture sale of Willis Re and a set of corporate risk and broking and health and benefits services to A. J. Gallagher for $3.57 billion
• iCapital in its acquisition of SIMON Markets
• Zip Co Limited in its acquisition of QuadPay
• North American Bancard in connection with its agreement with Apple to provide the “Tap to Pay” payment system on iPhones
• The Bank of New York Mellon, Computershare, Clearstream, Deutsche Bank, HSBC, JPMorgan Chase and State Street in connection with their investment in Proxymity (spun out by Citigroup)
• Enterprise data users in the negotiation and renegotiation of agreements regarding licensing and use of third-party financial data
• providers of financial analytics services in ordinary course licensing and extraordinary monetization events, including sales and other exits
• an industry-leading service provider in connection with a major financial service company’s simultaneous outsourcing of transfer agency and subaccounting services
• a major travel company in the renegotiation of its payment relationships in connection with the COVID-19 pandemic
• a multinational financial institution in its negotiation of a long-term agreement to provide a leading payment services provider with platform services in seven countries
• a multinational financial institution in its engagement with a leading technology company to develop and operate a scalable and responsive global archiving and retrieval system for financial records of all types
• a major credit card company in its application to process domestic payments in China, including related technology licensing and development agreements
• E*TRADE in multiple acquisitions and divestitures, including in its sale of G1 Execution Services to Susquehanna International Group
• Deutsche Bank AG and affiliates in the sales of Deutsche Bank Argentina and Deutsche Bank Mexico
• The Walt Disney Company in its $4 billion acquisition of Lucasfilm Ltd.
• Pfizer Inc. in multiple transactions, including its $11.9 billion sale of its infant nutrition business to Nestlé S.A., $1 billion sale of its infusion systems business to ICU Medical Inc., the restructuring of its worldwide strategic alliance with Eisai Pharmaceuticals and the negotiation of a copromotion agreement for Lyrica in Japan
• SunEdison, Inc. in connection with IP and technology matters relating to its emergence from bankruptcy
• Frontier Communications Corp. in its $10.54 billion acquisition of the wireline operations of Verizon Communications Corp. and $2 billion acquisition of the Connecticut wireline business of AT&T Inc.
• ASML Holding N.V. in its $2.5 billion acquisition of Cymer, Inc., a leading supplier of lithography light sources, and $5.2 billion sale of a 25% equity stake to three major customers (Intel Corporation, Samsung and TSMC) and their associated commitment to provide ASML with at least $1.7 billion in R&D funding
• the National Hockey League in connection with various new media projects
• Cendant Corporation in its four-way separation into independent entities, including multiple services, licensing and cross-marketing arrangements
• a social networking start-up in a development, licensing and hosting relationship with a major media and entertainment company