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MoFo Advises Endurance Acquisition Corp. on IPO

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Morrison & Foerster represented Endurance Acquisition Corp. (NASDAQ: EDNCU), a special purpose acquisition company (SPAC) in its $200 million initial public offering. Its shares began trading on September 15, 2021 and the offering closed on September 17.

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Morrison & Foerster represented Endurance Acquisition Corp. (NASDAQ: EDNCU), a special purpose acquisition company (SPAC) in its $200 million initial public offering. Its shares began trading on September 15, 2021 and the offering closed on September 17.Endurance Acquisition Corp. intends to target a business operating in data infrastructure and analytics, with a primary focus on space and wireless industries and related technology and services, or “space-based tech” businesses.The MoFo team was led by New York corporate partner Larry Medvinsky and Washington, D.C. partners Andy Campbell and Justin Salon, together with New York associates Dylan Naughton and Tyler Miller. The wider team included New York tax partner Anthony Carbone and associate Philip Jaworskyj, and San Diego associate Kristie Espiritu.

MoFo Advises Endurance Acquisition Corp. on IPO

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Larry Medvinsky is widely recognized as a creative, commercially focused attorney who guides clients through complex transactions.Larry serves as co-chair of Morrison Foerster’s REITs practice group and has nearly 30 years of experience advising boards of directors, public and private companies, and executive management teams on a broad range of corporate transactions. His practice focuses on representing issuers and underwriters, particularly in the REIT and Specialty Finance spaces, in IPOs and securities offerings, private equity and other sponsors in the raising of capital for funds, private REITs, and permanent capital vehicles and other private companies in transactions such as mergers and acquisitions (including UPREIT and DownREIT, and real estate acquisitions), joint ventures, dispositions, and other exit transactions, among others.Larry has been ranked in Chambers USA and Legal 500 USA since 2009 for his work in the REIT Capital Markets. Prior to joining the firm, he was a partner at another international law firm in New York.Larry is a member of the National Association of Real Estate Investment Trusts (Nareit) and Urban Land Institute. He has been a member of the Board of Directors of the University of Florida Foundation since 2019.<h4>Representative Experience</h4><h5>IPOs and Equity and Debt Capital Markets</h5><ul><li>Represented Endurance Acquisition Corp. (NASDAQ: EDNCU) in its $200 million initial public offering.</li><li>Represented Empire State Realty Trust, owner of the iconic Empire State Building, on its $1 billion NYSE listed IPO representing one of the largest REIT IPOs in US history, including utilizing a unique first of its kind voting security that allowed sponsors to effectively vote their OP Units and the listing of three classes of OP Units on NYSE ARCA. The proxy solicitation (including a hostile, very publicized public proxy fight) and consolidation of over 30 entities (including the public roll-up of three entities) to form Empire Realty Trust.</li><li>Represented Issuers/Underwriters in general board representations, governance and ESG matters, general corporate matters and a variety of common, preferred, convertible preferred, debt, convertible debt, forward purchases, unit investment trust and trust preferred offerings for over 40 public REITs, Real Estate Operating Companies, BDCs and other investment companies.</li></ul><h5>Platform Creations/Capital Raises</h5><ul><li>Represented Cantor Fitzgerald in a strategic joint venture with Silverstein Properties to pursue opportunity zone acquisitions and fund formations including representing Cantor Silverstein Opportunity Zone Fund Trust, LLC, an opportunity zone fund that qualifies as a REIT, in its formation, multiple private fund raising rounds and various acquisitions.</li><li>Represented CNL Financial Group, a private investment management firm in connection with a strategic joint venture with Levine Partners to form CNL Strategic Opportunities Partners, LLC a vehicle intended to acquire controlling equity interests and debt interests in middle market operating companies; the IPO of CNL Strategic in a continuous registered non-traded offering; several concurrent private offerings; and the acquisition of interests in certain companies.</li><li>Represented several sponsors in a variety of fund formations and continuing structuring and investment activities for such funds, including Colony Capital, UBS Capital Americas, Prudential Real Estate, Glenmont Realty, Conventus Mortgage, CBRE Global, Lend Lease, Resource Capital and Antarctica Capital.</li></ul><h5>Strategic Joint Ventures</h5><ul><li>Represented China Merchant Bank and China Life Insurance in its strategic joint venture with a Site Center Corp.</li><li>Represented Antarctica Capital, LLC, a global investment manager, in connection with a strategic joint venture with TIAA to act as the managing member and investment manager for a consortium of funds that acquired a portfolio of parking assets.</li></ul><h5>Mergers and Acquisitions</h5><ul><li>Represented Keystone Property Trust in its public sale to Eaton Vance, ASR in its public sale to UDR, Gramercy Property Trust in its public acquisition of American Financial Realty and SL Green in its public acquisition of Reckson Realty.</li></ul>*Includes prior firm experience

Larry P. Medvinsky

Partner

Andy’s practice focuses on representing issuers and underwriters in capital markets transactions and advising public and private companies on a variety of other corporate and securities matters, including strategic transactions, corporate governance matters, and compliance with the U.S. federal securities laws and the listing standards of securities exchanges.Andy has extensive experience advising both issuers and underwriters in initial public offerings and other registered and unregistered offerings of common and preferred equity, debt, and equity-linked securities. He also serves as primary outside counsel to a number of public and private companies and regularly advises members of management and boards of directors regarding corporate and securities matters.Andy is recognized as a leading lawyer in Chambers USA 2025 for REITs and as a “Notable Practitioner” in IFLR1000 for Capital Markets: Equity. He is recommended by The Legal 500 US for the areas of Capital Markets: Equity Offerings and REITs.<h4>Representative Experience</h4><ul><li>Represented SoftBank Group Corp. in its $2 billion PIPE investment in Intel Corporation (Nasdaq: INTC).</li><li>Represented MedEquities Realty Trust, Inc. (NYSE: MRT) in connection with its $256 million initial public offering, its $164 million 144A offering and private placement of common stock, and its $125 million private placement of preferred stock.</li><li>Represented Inovalon Holdings, Inc. (Nasdaq: INOV) in its $685 million initial public offering.</li><li>Represented Unity Software Inc. (NYSE: U) in connection with its $1.0 billion convertible notes offering to affiliates of Silver Lake and Sequoia Capital.</li><li>Represented RH (NYSE: RH) in connection with its $350 million Rule 144A offering of convertible notes.</li><li>Represented the initial purchasers in separate Rule 144A offerings of $375 million of 7.250% senior secured notes and $941 million of zero coupon senior secured notes of Diversified Healthcare Trust (Nasdaq: DHC).</li><li>Represented UDR, Inc. (NYSE: UDR) in connection with multiple public offerings of debt and equity securities resulting in proceeds in excess of $6 billion.</li><li>Represented Armada Hoffler Properties, Inc. (NYSE: AHH) in connection with multiple public offerings of common and preferred stock and private placements of operating partnership units.</li><li>Represented the dealer manager in exchange offers for senior notes of Office Properties Income Trust (Nasdaq: OPI).</li><li>Represented SoftBank Group Corp. in its $50 million PIPE investment in Cipher Mining Inc. (Nasdaq: CIFR).</li><li>Represented Zippy Shell, one of the largest containerized moving and storage companies in the U.S., in a $180 million preferred equity investment by Carlyle.</li><li>Representing Modiv Industrial, Inc. (NYSE: MDV) in connection with its $50 million at-the-market equity offering.</li><li>Represented the initial purchasers in a $300 million Rule 144A offering of 9.000% senior secured notes of Office Properties Income Trust (Nasdaq: OPI).</li><li>Represented Vonage Holdings Corp. (NYSE: VG) in connection with its $300 million Rule 144A offering of convertible notes.</li><li>Representing Baird in the $400 million at-the-market equity offering of Watsco, Inc. (NYSE: WSO).</li><li>Representing B. Riley in the at-the-market equity offering of Beam Global (Nasdaq: BEEM).</li><li>Representing Baird in the at-the-market equity offering of ESS Tech, Inc. (NYSE: GWH).</li><li>Represented SoftBank Group Corp. in its $150 million PIPE investment in Afya Limited (Nasdaq: AFYA).</li><li>Represented the underwriters in Modiv Industrial, Inc.’s (NYSE: MDV) Series A preferred stock offering, as well as the initial listing of its common stock and related offering.</li><li>Represented the underwriters in multiple underwritten secondary offerings of shares of Landsea Homes Corporation (Nasdaq: LSEA).</li><li>Represented the underwriters in multiple underwritten secondary offerings of shares of BrightSpire Capital, Inc. (NYSE: BRSP) by a stockholder affiliated with DigitalBridge Group, Inc. (NYSE: DBRG).</li><li>Represented B. Riley in a $30 million equity line of credit for Beam Global (Nasdaq: BEEM).</li><li>Represented private investment firms in equity lines of credit for multiple issuers.</li><li>Represented Broad Street Realty, Inc. (OTCQX: BRST) in connection with its joint venture and preferred equity investment from Fortress Investment Group.</li><li>Represented Anzu Special Acquisition Corp in its $425 million initial public offering and its subsequent merger with Envoy Medical, Inc. (Nasdaq: COCH).</li><li>Represented Science Strategic Acquisition Corp. Alpha in its $310 million initial public offering.</li><li>Represented Endurance Acquisition Corp. in its $200 million initial public offering.</li><li>Represented MedEquities Realty Trust, Inc. (NYSE: MRT) in its $600 million merger with Omega Healthcare Investors, Inc. (NYSE: OHI).</li><li>Represented Farmland Partners Inc. (NYSE: FPI) in connection with its initial public offering and subsequent public offerings of its common stock, its $131 million offering of 6.00% Series B Participating Preferred Stock, and private placements of operating partnership units.</li><li>Represented the management team at Parkway, Inc. in connection with its $1.2 billion acquisition by Canada Pension Plan Investment Board.</li><li>Represented UDR, Inc. (NYSE: UDR) in connection with Home Properties, Inc.’s $7.6 billion acquisition by Lone Star Funds, in which UDR acquired six communities for approximately $908 million.</li><li>Represented BMO Capital Markets, BofA Merrill Lynch, and Citigroup in Sun Communities, Inc.’s (NYSE: SUI) $250 million at-the-market equity offering.</li><li>Represented the underwriters in connection with Independence Realty Trust’s (NYSE: IRT) $34 million offering of common stock and concurrent listing.</li><li>Represented Jefferies and Baird in the initial public offering of AmREIT, Inc.</li><li>Represented JP Morgan, Citi, Deutsche Bank, and KeyBanc in the $293 million initial public offering of Retail Properties of America, Inc. (NYSE: RPAI).</li><li>Represented Colony Financial, Inc. in its $287.5 million initial public offering.</li></ul>

Andrew Campbell

Justin is chair of the firm’s Capital Markets practice and former co-chair of Morrison Foerster’s REIT practice.Justin represents both issuers and underwriters in a wide variety of corporate and securities matters, including initial public offerings, primary and secondary offerings, private placements, senior and subordinated debt financings, and liability management transactions. In addition, he serves as primary outside counsel to numerous public company clients with respect to corporate governance issues, compliance with the U.S. federal securities laws, and the requirements of the New York Stock Exchange (NYSE) and NASDAQ, as well as general corporate matters.For his role as lead attorney on Arm's IPO, The American Lawyer recently recognized Justin as a 2024 "Dealmaker of the Year," an award honoring lawyers who guided the most complex, groundbreaking, and impactful deals of the past year.Justin is recommended by The Legal 500 US 2023 for Capital Markets: Debt Offerings, Capital Markets: Equity Offerings, M&A / Corporate and Commercial: Private Equity Buyouts, and REITs. He is also recognized as a leading lawyer in Chambers USA 2023 for REITs.<h4 dir="ltr">Representative Experience</h4><h5 dir="ltr">Equity</h5><ul><li dir="ltr">Represented Arm Holdings plc, the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023.</li><li>Represented SoftBank Group Corp. in connection with its $2 billion PIPE investment into Intel Corporation (Nasdaq: INTC).</li><li>Represented Uber Technologies Inc. (NYSE: UBER) in connection with its $300 million PIPE investment into Lucid Group, Inc. related to a global robotaxi program created exclusively for the Uber ride-hailing platform.</li><li dir="ltr">Represented Armada Hoffler Properties, Inc. (NYSE: AHH) in connection with multiple follow-on offerings of common stock and preferred stock and represented the underwriters in connection with Armada Hoffler’s initial public offering.</li><li dir="ltr">Represented Inovalon Holdings, Inc. (NASDAQ: INOV) in its initial public offering.</li><li dir="ltr">Represented RLJ Lodging Trust (NYSE: RLJ) in connection with its initial public offering.</li><li dir="ltr">Represented the underwriters in connection with Plymouth Industrial REIT’s initial public offering, multiple follow-on offerings of common stock, and issuance of perpetual preferred stock.</li><li dir="ltr">Represented the underwriters in connection with Community Healthcare Trust’s (NYSE: CHCT) initial public offering and numerous follow-on equity offerings.</li><li dir="ltr">Represented Farmland Partners, Inc. (NYSE: FPI) in its initial public offering, subsequent public offerings of common stock, and offering of 6.00% Series B Participating Preferred Stock.</li><li dir="ltr">Represented issuers or underwriters in connection with SPAC IPOs for Anzu Special Acquisition Corp I, Endurance Acquisition Corp., Pegasus Digital Mobility Acquisition Corp., Revelstone Capital Acquisition Corp., Science Strategic Acquisition Corp. Alpha, and Sound Point Acquisition Corp. I.</li><li dir="ltr">Represented Education Realty Trust (NYSE:EDR) in connection with multiple public offerings of common stock resulting in proceeds in excess of $1 billion.</li><li dir="ltr">Represented UDR, Inc. in connection with multiple follow-on equity offerings.</li><li dir="ltr">Represented the underwriters in connection with multiple registered offerings of preferred stock and common stock by Sotherly Hotels (NASDAQ: SOHO).</li><li dir="ltr">Represented Trade Street Residential, Inc. in its backstopped rights offering and corresponding PIPE.</li><li dir="ltr">Represented the underwriters in connection with Independence Realty Trust’s (NYSE: IRT) offering of common stock and concurrent listing on the NYSE.</li></ul><h5 dir="ltr">Debt and Liability Management</h5><ul><li>As designated underwriters’ counsel to Royal Dutch Shell Plc, represented the underwriters in connection with registered offerings of more than $34 billion of fixed and floating rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc.</li><li>Represented the dealer managers in Shell plc’s exchange offers of up to $8.4 billion involving six series of outstanding notes and the issuance of new privately placed notes guaranteed by Shell.</li><li dir="ltr">Represented the underwriters in connection with the registered offering of $5 billion of notes by Novartis Capital Corporation, the U.S. financing subsidiary of Novartis AG.</li><li dir="ltr">Represented Education Realty Trust (NYSE:EDR) in connection with multiple public offerings of debt securities resulting in proceeds in excess of $1 billion.</li><li dir="ltr">Represented ON Semiconductor Corporation (NASDAQ: ON) in its $500 million Rule 144A offering of 1.625% convertible senior notes, $805 million Rule 144A offering of its 0% convertible senior notes due 2027, and privately negotiated repurchase and exchange transactions for outstanding senior notes.</li><li dir="ltr">Represented Vontier Corporation (NYSE: VNT) in its $1.6 billion 144A offering of senior notes and its $1.6 billion registered exchange offer.</li><li dir="ltr">Represented Veeco Instruments Inc. (NASDAQ: VECO) in its $300 million 144A offering of 2.70% convertible senior notes and its $125 million Rule 144A offering of 3.75% convertible senior notes.</li><li dir="ltr">Represented Whole Foods Market, Inc. in its $1 billion Rule 144A/Regulation S offering of 5.200% senior notes due 2025 and subsequent registered exchange offer.</li><li dir="ltr">Represented the Commonwealth of the Bahamas in connection with its $100 million 144A sovereign debt offering.</li><li dir="ltr">Represented AutoZone, Inc. (NYSE: AZO) in connection with $1.55 billion of registered offerings of senior notes.</li><li dir="ltr">Represented Smithfield Foods, Inc. in its $1 billion offering of senior notes and concurrent tender offer for over $750 million of outstanding senior notes.</li><li dir="ltr">Represented WellPoint, Inc. (NYSE: WLP) in its $1.75 billion offering of senior notes.</li><li dir="ltr">Represented Aventine Property Group in connection with its $100 million private offering of convertible senior notes.</li><li dir="ltr">Represented the underwriters in connection with multiple registered offerings of senior notes by Sotherly Hotels (NASDAQ: SOHO).</li><li dir="ltr">Represented the placement agent in connection with the $50 million private offering of senior secured notes by Newport Realty Trust, a private mortgage REIT.</li><li dir="ltr">Represented the placement agent in connection with the private placement of $100 million aggregate principal amount of 6.75% senior unsecured notes due 2023 issued by MCREIF SubREIT, LLC, a private REIT managed by M360 Advisors, and fully and unconditionally guaranteed by M360 CRE Income Fund LP.</li><li dir="ltr">Represented the placement agent in connection with the private placement of $36.5 million aggregate principal amount of 7.5% senior unsecured notes due 2025 issued by NextPoint Real Estate Finance Operating Partnership, L.P., the operating partnership subsidiary of NexPoint Real Estate Finance, Inc. (NYSE: NREF).</li><li dir="ltr">Represented the placement agent in connection with the private placement of $42.25 million aggregate principal amount of its 7.00% senior unsecured notes due 2026 issued by Pelorus Fund REIT, LLC.</li></ul><h5 dir="ltr">M&A</h5><ul><li dir="ltr">Represented Education Realty Trust in its $4.6 billion all-cash sale to a newly formed perpetual life vehicle led by an affiliate of Greystar Real Estate Partners.</li><li dir="ltr">Represented UDR, Inc. (NYSE: UDR) in connection with Home Properties, Inc.’s $7.6 billion acquisition by Lone Star Funds, in which UDR acquired six communities for approximately $908 million.</li><li dir="ltr">Represented Greenlane Holdings, Inc. (NASDAQ: GNLN), in its merger of equals with KushCo Holdings, Inc.</li><li dir="ltr">Represented Pivotal Investment Corp. II in connection with its merger with XL Fleet Corp., a leader in vehicle electrification solutions for commercial and municipal fleets.</li><li dir="ltr">Represented Farmland Partners, Inc. in connection with its stock-for-stock acquisition of American Farmland Company (NYSE: AFCO), as well as more than $400 million of property acquisitions.</li><li dir="ltr">Represented Trade Street Residential, Inc. in its acquisition by Independence Realty Trust, Inc.</li><li dir="ltr">Represented the Special Committee of the board of directors of Bluerock Residential Growth REIT in connection with the proposed internalization of its external manager.</li></ul>

Justin Salon

Tyler Miller is a corporate associate in the firm's New York office.Tyler’s practice focuses on representing public and private companies in corporate transactions, securities regulation, and governance matters. Tyler advises on domestic and cross-border mergers and acquisitions and private equity transactions in various industries, including technology and life sciences. He also represents issuers and underwriters in connection with capital markets transactions, including initial public offerings, debt and equity offerings, and SPAC transactions.Prior to joining Morrison Foerster, Tyler was a summer associate in the firm’s New York and Tokyo offices during the summer of 2019.Tyler earned his J.D. at the University of Michigan Law School, where he was an associate editor for Michigan Business & Entrepreneurial Law Review. During that period, he also studied abroad at Amsterdam Law School in the Netherlands.<h4 dir="ltr">Representative Experience</h4><ul><li>Arm Holdings plc, the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023.</li><li>Crinetics Pharmaceuticals in multiple transactions, including an upsized $500 million public offering of common stock and a $350 million at-the-market equity offering.</li><li>Alexandria Real Estate Equities, Inc. in numerous public offerings of debt and equity, resulting in proceeds totaling over $8 billion.</li><li>Qatalyst Partners as financial advisor in multiple transactions, including (i) Zuora, Inc.’s $1.7 billion sale to Silver Lake and GIC, (ii) WalkMe Ltd.’s $1.5 billion sale to SAP SE, (iii) HashiCorp, Inc.’s $6.4 billion sale to IBM, (iv) ANSYS, Inc.’s $35 billion sale to Synopsys, Inc., (v) New Relic, Inc.’s $6.5 billion sale to Francisco Partners and TPG, (vi) Coupa Software Incorporated’s $8 billion sale to Thoma Bravo, (vii) Zendesk, Inc.’s $10.2 billion sale to an investor group led by Permira and Hellman & Friedman, and (viii) Anaplan, Inc.’s $10.7 billion sale to Thoma Bravo.</li></ul><ul><li dir="ltr">Infineon Technologies AG in the sale of its HiRel DC-DC converter business to Micross Components, Inc.</li><li dir="ltr">Unity Software Inc. in its all-stock $4.4 billion acquisition of ironSource and in its concurrent $1 billion PIPE investment by Silver Lake and Sequoia.</li><li dir="ltr">Endurance Acquisition Corp. in its $200 million initial public offering and subsequent $813 million business combination with SatixFy Communications, Ltd. (NASDAQ: SATX).</li><li dir="ltr">Vimian Group AB in its acquisition of the assets of New Generation Devices, Inc.</li><li dir="ltr">Antarctica Capital in multiple transactions, including its acquisition of a controlling interest in Descartes Labs.</li><li dir="ltr">Solomon Partners as financial advisor to Aries I Acquisition Corporation in its business combination with Infinite Assets, Inc.</li><li dir="ltr">Steadfast Apartment REIT, Inc. in its merger with and into Independence Realty Trust, Inc. (NYSE: IRT), with IRT surviving as the continuing public company.</li><li dir="ltr">Lyons Magnus in its acquisition of Phillips Syrups and Sauces.</li><li dir="ltr">Axalta Coating Systems in its acquisition of U-POL Holdings Limited for approximately $590 million.</li><li dir="ltr">BofA Securities, J.P. Morgan Securities, and Deutsche Bank Securities in the underwritten secondary offering of shares of BrightSpire Capital, Inc. (NYSE: BRSP) by a stockholder affiliated with DigitalBridge Group, Inc. (NYSE: DBRG).</li><li dir="ltr">Honey Birdette, the fast-growing, luxury lingerie and lifestyle brand, and its sellers, in its $333 million sale to PLBY Group, Inc. (NASDAQ: PLBY), a leading pleasure and leisure lifestyle company and owner of Playboy magazine.</li><li dir="ltr">Verisem BV and Paine Schwartz Partners in connection with the sale of Verisem to Syngenta’s vegetable seeds business, part of Syngenta Group.</li><li dir="ltr">Rakuten Medical in its $166 million Series D preferred stock financing.</li></ul>

Tyler Miller

Associate

Phil advises clients on U.S. federal income tax considerations in connection with domestic and cross-border transactions, including mergers and acquisitions, reorganizations, capital markets transactions, derivatives, and other financial products. He regularly represents clients in a wide variety of industries, including foreign and domestic banks, financial institutions, technology and Fintech companies, investment funds, and companies in the consumer and hospitality industries.Phil’s practice also includes advising on all U.S. federal income tax aspects of formation, ongoing operations, and compliance matters for public and private REITs and real estate funds, private equity funds, and joint ventures. This broad experience allows him to provide commercially minded advice and deliver practical solutions to the firm’s clients. In addition to transactional tax matters, Phil enjoys helping clients navigate and successfully resolve administrative matters with the IRS, as well as complex tax controversies. Phil regularly contributes to MoFo’s pro bono and community engagement initiatives, including education policy and advocacy matters.

Philip Jaworskyj

Kristie Espiritu is a tax associate in the San Diego office of Morrison Foerster.Kristie’s experience spans a wide range of transactional, structuring, and advisory tax matters affecting domestic businesses. She regularly advises clients on their tax issues in the areas of joint ventures, partnerships, real estate investment trusts, renewable energy, mergers and acquisitions, and tax- exempt organizations.Kristie is an adjunct professor at USD School of Law, where she teaches classes on partnership tax.

Kristie Espiritu

Capital Markets