TRETHOWANS’ corporate team in Southampton has assisted in a $1.4bn international deal which saw System1, LLC become a publicly listed company on the New York Stock Exchange.

The transaction is the largest transaction that Trethowans’ corporate team has been involved in, to date. 

Trethowans’ team, led by corporate senior associate, Jamie Earley, advised JDI & AFH on the English law aspects with respect to Protected.net’s involvement in the deal, in particular the share for share exchange arrangements as part of System1 and Protected.net combining with Trebia. The listing took place on 27 January 2022.

“We always get a rush working on large scale transactions and this one was no different,” said Jamie.

“As it was a complex, international transaction, we worked closely with US law firm Latham & Watkins LLP, who represented System1’s management, as well as Greenberg Glusker who represented our client on the US aspects of the deal. Through close cooperation, we were able to provide a consistent, joined-up approach and close this deal.“

Dan Richards of JDI & AFH said: “We have worked with Jamie and the Trethowans’ team on many transactions and we value their timely advice, diligence and professionalism. This time was no different.”

Immediately prior to the listing, System1 combined with UK entity Protected.net Group Limited, which develops and distributes security and privacy subscription products. Trethowans acted for JDI & AFH Limited, a new company formed on behalf of longstanding client Just Develop It, an investment firm that owned a majority stake in Protected.net Group.

JDI & AFH’s shareholders, along with System1 management, will maintain majority ownership in the listed entity. Trethowans has been offering legal services to businesses and individuals in the south for over 150 years with offices in Southampton, Salisbury, Poole, Bournemouth and Winchester.