Brandon C. Parris

Brandon C. Parris

Education

University of California, Davis (B.A., 1994)
University of California, Davis, School of Law (J.D., 1998)

Bar Admissions

California

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 has numerous honors, including being:

  • Recommended as a Leading Lawyer by IFLR1000 for M&A in the United States, noting that Mr. Parris is an “exceptional attorney with significant experience and knowledge. He manages negotiations well, and has the maturity and business experience to assist clients in making prudent decisions that help make the deal happen.”
  • Recommended by Legal 500 for his M&A and securities work.
  • Recognized by Law 360 as an “M&A Heavyweight.”
  • Selected as the “2012 Legal Advisor of the Year” by The M&A Advisor for his work on transformative merger, acquisition and divestiture transactions.
  • Recognized as a BTI Client Service All-Star in 2013 and 2014.

Representative Mergers + Acquisitions and Strategic Matters

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.
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.
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 $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 $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.
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.

For additional matters, see the Matters tab.

Volcom, Inc.
Represented Volcom in its acquisition of a merchandise distributor in Japan.
Mindspeed Technologies, Inc.
Represented Mindspeed Technologies, Inc. in its acquisition of certain assets of Ample Communications, Inc.
Boyd Gaming Corporation.
Represented Boyd Gaming in its $1.55 billion acquisition of Peninsula Gaming, LLC.
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.
EDAW, Inc.
Represented EDAW in its $70 million sale to AECOM Technology Corporation.
Brightpoint, Inc.
Represented Deutsche Bank Securities as financial advisor to Brightpoint in Brightpoint’s $700 million acquisition of DanGaard Telecom A/S.
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.
Emulex Corporation.
Represented Emulex in its acquisition of certain assets of Trebia Networks Incorporated.
Powerwave Technologies, Inc.
Represented Deutsche Bank Securities in the $407 million merger between Powerwave Technologies and LGP Allgon.
Restoration Hardware.
Represented Restoration Hardware in $325 million going-private transaction.
Tadpole Technology/Stream Theory.
Represented Tadpole Technology in its $25 million acquisition of Stream Theory.
Powerwave Technologies, Inc.
Represented Deutsche Bank Securities in the $296 million acquisition by Powerwave Technologies of certain assets of Filtronic PLC.
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.
Powerwave Technologies, Inc.
Represented Deutsche Bank Securities in the $114 million acquisition by Powerwave Technologies of certain assets of Remec, Inc.
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.
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.
Boyd Gaming Corporation.
Represented Boyd Gaming in the sale of the South Coast Hotel and Casino, valued at $513 million.
Boyd Gaming/Harrah’s.
Represented Boyd Gaming in its $190 million acquisition of Harrah’s Shreveport casino.
Beech Street/Concentra.
Represented Beech Street in its acquisition by Concentra for $165 million.
Interdent.
Represented Interdent Service Corporation in its leveraged buy-out.
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.
Boyd Gaming.
Represented Boyd Gaming in its acquisition financing for the Peninsula Gaming acquisition.
Borgata Hotel Casino & Spa.
Represented Borgata Hotel Casino & Spa in its $950 million financing and dividend recapitalization.
Southwest Gas Corporation.
Represented Southwest Gas Corporation in its $250 million financing.
The Clorox Company.
Represented The Clorox Company in its $1.65 billion financing.
Dolby.
Represented Dolby family members in registered sale of $256 million in equity of Dolby Laboratories, Inc.
Boyd Gaming Corporation.
Represented Boyd Gaming in its $350 million financing.
Depomed, Inc.
Represented underwriters in $22.6 million financing for Depomed, Inc.
Mindspeed Technologies, Inc.
Represented Mindspeed Technologies, Inc. in financings for $28 million.
Boyd Gaming Corporation.
Represented Boyd Gaming in its $513 million secondary offering.
UDR, Inc.
Represented UDR, Inc. in its $181 million tender offer for its 6.50% notes.
Southwest Gas Corporation.
Represented Southwest Gas Corporation in its $75 million tender offer for its industrial revenue bonds.
Boyd Gaming Corporation.
Represented Boyd Gaming in multiple tender offers for debt securities.
Mindspeed Technologies, Inc.
Represented Mindspeed Technologies, Inc. in its convertible debt exchange offer.

Brandon Parris is recommended as a leading lawyer by Legal 500 US 2012, 2016 and 2017, IFLR1000 2014 and 2016, Law360 in 2014 as an “M&A Heavyweight”. He was selected as the “2012 Legal Advisor of the Year” by M&A Advisor for his work on transformative merger, acquisition and divestiture transactions, and has been recognized as a BTI Client Service All-Star in 2013 and 2014.

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