Mr. Parris is a partner in Morrison & Foerster’s San Francisco office and maintains a corporate practice focused primarily on strategic transactions, including complex public and private mergers, acquisitions, divestitures, joint ventures and strategic investments. Mr. Parris regularly represents domestic and foreign clients, boards of directors, special committees, management teams and companies in a variety of industries, including technology, gaming, energy, media, consumer goods and services, life sciences, biotechnology, and financial services. Mr. Parris also maintains a public company practice.
Mr. Parris advises members of executive management, boards of directors, and special committees on strategic and corporate governance issues, and counsels numerous public companies on all aspects of public company issues.
Mr. Parris also formerly served as co-chair of the firm’s Global Corporate Department of over 400 attorneys.
Mr. Parris has numerous honors, including being:
Representative Mergers + Acquisitions and Strategic Matters
Palo Alto Networks. Advising Palo Alto Networks, Inc. in its acquisition of Zingbox, an Internet of Things (IoT) lifecycle management solution provider that offers the most widely deployed IoT security platform in the world.
Sprint and SoftBank Group. Advising Sprint Corp. and SoftBank Group Corp., the controlling shareholder of Sprint, on the proposed all stock merger of Sprint and T-Mobile US, Inc. The total implied enterprise value for Sprint in the transaction is approximately $59 billion and the aggregate for the combined company enterprise value is approximately $146 billion.
Sprint and SoftBank Group. Representing Sprint Corp. and SoftBank Group Corp. in the divestiture of certain assets, including Sprint’s prepaid businesses and 800 MHz spectrum assets, to DISH Network Corporation for total consideration of approximately $5 billion in connection with Sprint’s pending merger with T-Mobile.
VMware. Represented VMware in connection with Dell’s $67 billion acquisition of EMC, VMware’s parent company. VMware is the “crown jewel” in the transaction, and Dell will issue VMware tracking stock.
VMware.Represented VMware in its structuring and negotiations with Dell, the world’s largest private technology company, in connection with Dell’s recap transaction involving the exchange of Dell’s VMware tracking stock for Dell’s Class C common stock and cash. The majority of the funding for the cash portion of the exchange transaction consisted of proceeds from VMware’s US$11 billion pro rata special dividend to all holders of VMware common stock.
VMwareRepresented VMware in its US$26 per share cash tender offer for cybersecurity company Carbon Black, Inc. The merger consideration represents an equity value of US$2.3 billion for Carbon Black. When completed, this transaction marks VMware’s first acquisition of another public company.
VMware.Represented VMware in its acquisition of BitRock, Inc. (doing business as Bitnami), a leader in application packaging solutions.
McKesson Corporation. Represented McKesson Corporation in the sale of ZEE Medical to Cintas Corporation.
McKesson Corporation. Represented McKesson Corporation in the carveout divestiture of its Vital Platform business to Comvest Investment Partners.
McKesson Corporation. Represented McKesson Corporation in its acquisition of LABSCO, a Kentucky-based distributor of diagnostic equipment for community hospital labs and private office labs.
Santen Pharmaceutical/InnFocus. Represented Santen Pharmaceutical in its acquisition of InnFocus, a development stage medical device company.
Affinity Gaming. Represented the Special Committee of the Independent Directors of Affinity Gaming in its $580 million take-private leveraged buyout by affiliates of Z Capital.
Boyd Gaming Corporation. Represented Boyd Gaming Corporation in the sale of its 50% equity interest, valued at $900 million, in Marina District Development Holding Company, LLC, the parent company of Borgata Hotel Casino & Spa in Atlantic City, New Jersey, to MGM Resorts International.
Boyd Gaming Corporation. Represented Boyd Gaming Corporation in its acquisition of four Pinnacle Entertainment properties – Ameristar St. Charles, Ameristar Kansas City, Belterra Casino Resort and Belterra Park – for cash consideration of approximately $575 million in connection with the $2.8 billion of Pinnacle.
Boyd Gaming Corporation. Represented Boyd Gaming Corporation in its $400 million acquisition of ALST Casino Holdco, the holding company of Aliante Gaming, the owner and operator of the Aliante Casino + Hotel + Spa, an upscale, resort-style casino and hotel situated in North Las Vegas.
Boyd Gaming Corporation.Represented Boyd Gaming Corporation in its acquisition of Valley Forge Convention Center Partners, L.P., the owner and operator of the Valley Forge Casino Resort in King of Prussia, Pennsylvania, for total cash consideration of approximately $300 million.
Boyd Gaming Corporation. Represented Boyd Gaming Corporation in its $230 million acquisition of the Cannery Casino Hotel in North Las Vegas as well as the Eastside Cannery Casino and Hotel in the eastern part of the Las Vegas Valley.
Boyd Gaming Corporation. Representing Boyd Gaming Corporation in its acquisition of Lattner Entertainment Group Illinois, LLC, for total consideration of $100 million. Lattner currently operates nearly 1,000 gaming units in 220 locations across the state of Illinois.
SoftBank. Represented Japanese wireless carrier SoftBank in its acquisition of a 78% stake in wireless operator Sprint Nextel for $21.61 billion. This deal is the largest Asian acquisition or investment in the U.S.
SoftBank. Represented SoftBank in its $1.26 billion acquisition of a controlling interest in Miami-based Brightstar Corp., the world’s largest specialized wireless distributor.
DreamWorks Animation. Represented DreamWorks in its joint venture with Technicolor in the formation of a cloud-based content platform for set-top boxes, tablets, and mobile devices.
DreamWorks Animation. Represented DreamWorks in its joint venture with Infosys for the use of computer animation technology in the design and promotion of consumer goods.
Shutterfly. Represented Shutterfly in its $460 million acquisition of Tiny Prints.
Westcorp/Wachovia. Represented Westcorp in its $3.91 billion acquisition by Wachovia Corp.
Novellus Systems. Represented Novellus Systems in its $3.3 billion acquisition by Lam Research.
USANA Health Sciences. Represented the Special Committee of USANA’s Board of Directors in $450 million going-private tender offer launched by USANA’s CEO and controlling shareholder.
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Beech Street/Capp Care. Represented Beech Street, a network of doctors, hospitals, and specialty healthcare providers, in its merger with Capp Care. Beech Street shareholders invested $10 million in the combined network.
Beech Street/Concentra. Represented Beech Street in its acquisition by Concentra for $165 million.
Borgata Hotel Casino & Spa. Represented Borgata Hotel Casino & Spa in its $950 million financing and dividend recapitalization.
Boyd Gaming Corporation. Represented Boyd Gaming in its $1.55 billion acquisition of Peninsula Gaming, LLC.
Boyd Gaming Corporation. Represented Boyd Gaming in its transaction with Harrah’s Entertainment, Inc. exchanging the Barbary Coast Hotel & Casino for land on the Las Vegas Strip valued at $375 million.
Boyd Gaming Corporation. Represented Boyd Gaming in its $513 million secondary offering.
Boyd Gaming Corporation. Represented Boyd Gaming in multiple tender offers for debt securities.
Boyd Gaming Corporation. Represented Boyd Gaming in the sale of the assets related to its iconic Echelon Resorts on the Las Vegas Strip.
Boyd Gaming Corporation. Represented Boyd Gaming in its acquisition of Dania Jai Alai.
Boyd Gaming Corporation. Represented Boyd Gaming in the sale of the South Coast Hotel and Casino, valued at $513 million.
Boyd Gaming Corporation. Represented Boyd Gaming in its acquisition financing for the Peninsula Gaming acquisition.
Boyd Gaming Corporation. Represented Boyd Gaming in its $350 million financing.
Boyd Gaming/Harrah’s. Represented Boyd Gaming in its $190 million acquisition of Harrah’s Shreveport casino.
Brightpoint, Inc. Represented Deutsche Bank Securities as financial advisor to Brightpoint in Brightpoint’s $700 million acquisition of DanGaard Telecom A/S.
Caesars Entertainment Corporation. Represented an independent Valuation Committee of the Board of Directors of Caesars Entertainment Corporation in a strategic transaction, anticipated to be valued at approximately $1.2 billion to create Caesars Growth Partners, LLC, a new growth and development venture.
The Clorox Company. Represented The Clorox Company in its $1.65 billion financing.
Depomed, Inc. Represented underwriters in $22.6 million financing for Depomed, Inc.
Dolby. Represented Dolby family members in registered sale of $256 million in equity of Dolby Laboratories, Inc.
Eagle River/Clearwire Corporation. Represented Eagle River, a controlling investor in Clearwire Corporation, an innovative wireless communications company developing next-generation wireless broadband technology called WiMAX—in a deal with Sprint Nextel Corporation, Intel Corporation, Google, Inc., Comcast Corporation, Time Warner Cable Inc. and Bright House Networks to create a new joint venture valued at approximately $14.5 billion.
EDAW, Inc. Represented EDAW in its $70 million sale to AECOM Technology Corporation.
Emulex Corporation. Represented Emulex in its acquisition of certain assets of Trebia Networks Incorporated.
Interdent. Represented Interdent Service Corporation in its leveraged buy-out.
Mindspeed Technologies, Inc. Represented Mindspeed Technologies, Inc. in its acquisition of certain assets of Ample Communications, Inc.
Mindspeed Technologies, Inc. Represented Mindspeed Technologies, Inc. in its convertible debt exchange offer.
Mindspeed Technologies, Inc. Represented Mindspeed Technologies, Inc. in financings for $28 million.
Powerwave Technologies, Inc. Represented Deutsche Bank Securities in the $407 million merger between Powerwave Technologies and LGP Allgon.
Powerwave Technologies, Inc. Represented Deutsche Bank Securities in the $296 million acquisition by Powerwave Technologies of certain assets of Filtronic PLC.
Powerwave Technologies, Inc. Represented Deutsche Bank Securities in the $114 million acquisition by Powerwave Technologies of certain assets of Remec, Inc.
Restoration Hardware. Represented Restoration Hardware in $325 million going-private transaction.
SoftBank. Represented SoftBank in connection with Sprint Nextel’s (NYSE: S) approximately $4 billion acquisition of the approximately 50% stake in Clearwire Corporation (NASDAQ: CLWR) that Sprint does not already own for a total enterprise value of approximately $14 billion. The Wall Street Journal claims that “the web of deals involving Sprint ranks among the most complicated battles over public companies ever.”
SoftBank. Represented SoftBank in its $250 million investment in Legendary Entertainment. As part of the investment, SoftBank and Legendary formed a joint venture to develop and promote Legendary’s film rights, with a particular focus on the China and India markets.
Southwest Gas Corporation. Represented Southwest Gas Corporation in its $75 million tender offer for its industrial revenue bonds.
Southwest Gas Corporation. Represented Southwest Gas Corporation in its $250 million financing.
Tadpole Technology/Stream Theory. Represented Tadpole Technology in its $25 million acquisition of Stream Theory.
UDR, Inc. Represented UDR, Inc. in its $181 million tender offer for its 6.50% notes.
Volcom, Inc. Represented Volcom in its acquisition of a merchandise distributor in Japan.
Brandon Parris has been recommended as a leading lawyer by Legal 500 US and IFLR1000. He has also been recognized by Law360 as an “M&A Heavyweight” and selected by M&A Advisor as “2012 Legal Advisor of the Year for his work on transformative merger, acquisition and divestiture transactions. He has also been recognized as BTI Client Service All-Star.
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