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MoFo Advises Virgo and NOW in Series of Fintech Financings

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Morrison & Foerster represented Virgo Investment Group, a Bay Area based private equity firm, and its portfolio company NOWaccount Network Corporation, in obtaining new debt and equity financing from affiliates of Brigade Capital Management, LP. The transaction closed on August 27, 2021.

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Morrison & Foerster represented Virgo Investment Group, a Bay Area based private equity firm, and its portfolio company NOWaccount Network Corporation, in obtaining new debt and equity financing from affiliates of Brigade Capital Management, LP. The transaction closed on August 27, 2021.Established in 2010 by Stacey Abrams and Lara Hodgson, NOW is a provider of a B2B payment system designed to help small businesses to manage their payment transactions. Its invoice payment solution platform empowers NOW’s clients to grow by enabling small businesses to accelerate cash flow and revenue opportunities. The recent financing transaction was used to refinance the company’s existing municipal bond facility, and will help scale the purchase of future invoices from NOW’s clients and fuel the growth of NOW’s portfolio.The MoFo team advising Virgo and NOW on the debt financing transaction was led by San Francisco private equity/finance of counsel Eric Min, together with of counsel Vincent Novak, Denver finance associate Nicholas De La Cruz, and San Francisco finance associate Julie Rose. The wider team included San Francisco private equity/finance partner Dario Avram, New York finance partners Peter Dopsch and Geoffrey Peck, New York tax partner Anthony Carbone and associate David Sturgeon, Denver investment management of counsel Kelley Howes, New York financial services partner Jiang Liu, and San Francisco technology transactions partner Paul Jahn and associate Alex Siegel.The MoFo team advising Virgo and NOW on the equity financing transaction was led by San Francisco corporate partner Alfredo Silva, with assistance from associate Harry Stanwyck.

MoFo Advises Virgo and NOW in Series of Fintech Financings

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Eric Min is a partner in the Finance and Private Equity Buyouts & Investment Groups at Morrison Foerster.Eric regularly advises private equity sponsors and their portfolio companies and fintech companies in a variety of complex U.S. and cross-border financing transactions, including leveraged acquisitions, syndicated lending, investment grade lending, asset-based lending, and warehouse facilities. Eric has substantial experience representing clients in transactions covering a wide variety of industries, including technology, fintech, consumer and retail and professional services.

Eric Min

Partner

Vincent Novak devotes his practice to advising clients in complex financing transactions across a variety of industries and is skilled at finding creative, bespoke solutions to unique challenges that clients face. He represents public and private companies, private equity sponsors, venture-backed companies, financial institutions, renewable energy investors, social enterprise and impact investors and emerging and multinational companies in connection with domestic and cross-border financial transactions.  He assists clients in both secured and unsecured loans and revolving facilities, bilateral and syndicated lending, acquisition finance, asset and cash-flow based lending, letter of credit financing, equipment leasing, factoring arrangements, distressed lending and workouts, navigation of foreclosure proceedings and assignments for the benefit of creditors, and debtor-in-possession financing in bankruptcy proceedings.<h4>Representative Experience</h4><ul><li>Represented a surgical robotics technology company in obtaining a $100 million senior secured working capital credit facility.</li><li>Represented a biotargeting oncology company in connection with a $60 million multitranche senior secured credit facility.</li><li>Represented a producer of internet-connected industrial sensors in obtaining a $50 million senior secured revolving credit facility.</li><li>Represented an investment management firm in obtaining a $1.245 billion secured credit facility to fund the acquisition of 1.55 million acres of timberland throughout the United States.</li><li>Represented a private equity fund in the development of more than 10,000 MW of wind and solar power facilities in the United States through royalty-generating joint venture arrangements.</li><li>Represented a pharmaceutical company in connection with a $600 million drug co-development arrangement secured by substantially all the assets of the venture partner.</li><li>Represented Alpine Investors and its portfolio company Evergreen Services Group in financing a number of acquisitions of portfolio companies. </li><li>Represented Gryphon Investors in financing its acquisition of RegEd, Inc., the leading provider of compliance and regulatory management services for insurance companies, broker-dealers, banks, and other financial services companies.</li><li>Represented Spark Networks in financing its acquisition of a portfolio of online dating companies in North America and Europe.</li><li>Represented Real Industry, Inc. and affiliates as debtor’s counsel in their chapter 11 bankruptcy cases in connection with a $255 million senior secured debtor-in-possession revolving credit facility and an $85 million secured debtor-in-possession note purchase agreement.</li><li>Represented Maxus Energy Corporation and affiliates as debtor’s counsel in their chapter 11 bankruptcy cases in connection with a $63 million senior secured debtor-in-possession credit facility. </li><li>Represented Sungevity, Inc. and affiliates as debtors in their chapter 11 bankruptcy cases in connection with a $20 million secured debtor-in-possession credit facility. Sungevity and its affiliated debtors are engaged primarily in the business of providing design, installation, financing and maintenance services for residential solar energy systems.</li><li>Represented Nikon Corporation, Intel Corporation and numerous other technology companies in the chapter 11 bankruptcy case of Eastman Kodak Company to protect their intellectual property rights in the sale of Kodak’s patent portfolio.</li><li>Represented AmericanWest Bancorporation in its chapter 11 case in the first use of a bankruptcy sale process designed to save an undercapitalized bank from liquidation by the FDIC. Turnaround Management Association recognized this as a Transaction of the Year, and the Financial Times featured the transaction in its report on the Most Innovative U.S. Law Firms.</li><li>Represented the chapter 11 trustee for MF Global Holdings Ltd. in its bankruptcy in the largest chapter 11 case of 2011, assisting the company to help settle more than $3 billion of claims against affiliates, and eliminating a $1.6 billion shortfall in customer accounts.</li><li>Represented CoinLab, Inc., the largest creditor in the U.S. and Japanese bankruptcy cases of MtGox Co., Ltd., the then-largest Bitcoin exchange in the world.</li><li>Represented affiliates of Trilogy, Inc. in connection with a debtor-in-possession loan and global IP licensing dispute in the dueling bankruptcy estates of software company Think3, Inc. in U.S. and Italy. </li><li>Represented technology company Electroglas, Inc. as debtor’s counsel in the successful sale of business and liquidation of foreign operations in France, Germany, Taiwan, China, Singapore and other jurisdictions in cross-border insolvency proceedings.</li><li>Successfully defended the former CEO of Atari Inc. from $20 million fraudulent transfer claim by aggressive Chapter 7 trustee, resulting in complete victory in the Ninth Circuit Court of Appeals.</li><li>Represented Official Committee of Unsecured Creditors of homebuilder Dunmore Homes, Inc.</li></ul>

Vincent J. Novak

Of Counsel

Darío Avram is Chair of Morrison Foerster’s Finance Group and a member of the Private Equity Buyouts & Investment Group. His transactional practice is focused on financings and private equity matters, with additional experience in restructurings.Darío regularly represents private equity sponsors and their portfolio companies in a variety of complex U.S. and cross-border financing transactions, including leveraged buyouts, refinancings, and restructurings. He has led transactions covering a range of industries, including technology, financial services, healthcare and life sciences, industrials, professional services, and consumer products, among others. His representative funds clients include Alpine Investors, Altamont Capital Partners, Excellere Partners, Gryphon Investors, Main Post Partners, Palladium Equity Partners, Rubicon Technology Partners, San Francisco Equity Partners, Shamrock Capital Advisors, SkyKnight Capital, and Vector Capital.Darío has been recognized by Chambers USA as a notable practitioner for Banking & Finance in California. He was also recognized by Global M&A Network as one of Americas Top 50 Rising Dealmakers and by Legal 500 as a key partner for Private Equity Buyouts.

Dario Avram

Chair of Finance Group

Peter Dopsch is senior counsel in the Finance Group in the firm’s New York office. His practice focuses on banking and asset and infrastructure finance transactions. He assists lenders and borrowers in structuring, negotiating, and documenting complex credit transactions.Mr. Dopsch has represented banks and other institutional lenders, as well as borrowers, in a wide variety of secured and unsecured financing transactions, including syndicated loans, asset-based lending transactions, structured trade and commodity finance transactions, project and infrastructure finance transactions, equipment leases, commercial paper programs, and standby and trade letters of credit. These have included both domestic and cross-border matters. Mr. Dopsch also has substantial experience in acquisition finance transactions involving both public and private companies. He regularly advises clients on insolvency matters, and has represented lenders and borrowers in complex loan workouts and restructurings and in foreclosure proceedings under the Uniform Commercial Code.In addition, Mr. Dopsch has represented parties in structured finance transactions, including the sale of receivables and other financial assets. He also has experience in derivative transactions, including both credit and equity derivatives.Mr. Dopsch is the chair of Morrison & Foerster’s Opinion Committee.Mr. Dopsch received his J.D. from Boston University School of Law where he was a G. Joseph Tauro Scholar and Articles Editor of the American Journal of Law and Medicine.

Peter Dopsch

Senior Counsel

Geoff has extensive experience in representing investment banks, private debt funds, hedge funds, business development companies, asset managers, specialty finance companies, borrowers, and issuers in large-cap, middle-market, and mezzanine financings and restructurings.Geoff works with clients on domestic and international financing matters, particularly cross-border transactions, including:<ul><li>Acquisition financings</li><li>Asset-based financings</li><li>Bridge financings</li><li>First/second liens financings</li><li>Hybrid debt/equity financings</li><li>Preferred equity financings</li><li>Private placements</li><li>Project and infrastructure financings</li><li>Trade financings</li><li>Subordinated financings</li><li>Subscription-backed financings</li><li>Unitranche financings</li><li>Warehouse financings</li></ul>Geoff also regularly represents creditor committees, ad-hoc committees, creditors, and debtors in connection with insolvency matters, including complex workouts and restructurings, DIP financings, exit financings, secondary trading of debt and equity, and analysis of special situations trading opportunities.Clients regularly retain Geoff to develop new products and form documents.Geoff maintains an active pro bono practice and is the president of the board of trustees of GAIA, a non-profit organization providing health services in sub-Saharan Africa. He is also an active speaker and regularly writes on finance trends and issues.Before joining Morrison Foerster, Geoff worked at a global investment bank, where he provided legal advice and transaction management services to the bank’s proprietary and special situations investment groups, which included par and distressed trading groups.<h4>Representative Experience</h4><ul><li>Represented Alter Domus (f/k/a Cortland Capital Market Services) as loan agent related to the refinancing and amendment and extension of certain loan facilities of borrower Moran Foods, LLC (also known as Save A Lot). The refinancing includes a new $200 million asset-based lending credit facility and an extended maturity with respect to approximately $377 million of existing first and second lien loans.</li><li>Represented ResCap in its $1.45 billion DIP financing, a hybrid leveraged loan and securitization. International Financing Review named the transaction a 2013 restructuring of the year.</li><li>Represented the lead arranger and commercial lenders in $847 million of financings extended to Ecopetrol, the Colombian petroleum company. The loans were guaranteed by an export credit agency. Trade Finance magazine recognized the transaction as a 2013 deal of the year.</li><li>Represented Cerro de Aguila in its $595 million financing of a 525 MW hydroelectric power plant in Peru. Project Finance magazine recognized the transaction as a 2013 Latin American power deal of the year.</li><li>Represented the lead arrangers in connection with a $3.250 billion syndicated loan financing extended to finance the corporate reorganization of a global real estate company.</li><li>Represented the lead arrangers in connection with $785 million of trade financings extended to a Brazilian exporter.</li><li>Represented the lead arrangers in connection with a $357.5 million first/second lien bankruptcy exit financing extended to Rotech Healthcare.</li><li>Represented the lead arrangers in connection with a $160 million mezzanine financing extended to a Caribbean and Latin American telecommunications and media company.</li><li>Represented the lead arranger in connection with a $150 million subscription-backed financing extended to a global infrastructure fund.</li><li>Represented a business development company in connection with a $125 million syndicated debt capital raise.</li><li>Represented the administrative agent and lender in connection with a $116 million first/second lien financing extended to a chain of residential behavioral and addiction health treatment centers.</li><li>Represented the lead arrangers in connection with $24 million and £24 million of unitranche acquisition financings extended to affiliated U.S. and UK technologies companies.</li><li>Represented an infrastructure private equity fund in financing the acquisition of a 97 MW wind farm located in the Pacific Northwest.</li><li>Represented the lead arrangers in connection with an out-of-court restructuring of loans extended to a large chain of Mexican retail stores.</li><li>Represented Circuit of the Americas in connection with a syndicated loan and mezzanine financing used to construct a motor sports and multi-purpose entertainment venue in Austin, Texas, which hosts, among other events, the Formula 1 United States Grand Prix.</li></ul>

Geoffrey Peck

David Sturgeon is a partner in Morrison Foerster’s Federal Tax practice.Dave advises clients on a broad range of complex business transactions, including domestic and cross-border mergers and acquisitions, joint ventures, spin-offs and other divestitures, as well as financings, refinancings, restructurings and other business transactions.He earned his J.D. from the University of Chicago Law School, where he was a member of the Chicago Journal of International Law, and received his Master of Laws in taxation from New York University School of Law.Prior to joining Morrison Foerster, Dave was an associate at a law firm in New York, where he represented public companies, financial institutions, private equity clients and other sponsor entities across industries in an extensive range of business transactions.

Dave Sturgeon

Kelley Howes is chair of the Investment Management Group, co-head of the Securities + Derivatives Regulatory Solutions team, and managing partner of the firm’s Denver office.Kelley has over 30 years’ experience advising U.S. registered investment companies (including mutual funds, exchange traded funds, and interval funds), business development companies, registered investment advisers, and exempt reporting advisers on a wide range of legal, regulatory, and compliance matters. She also counsels clients regarding investment company status matters under the Investment Company Act.Recognized as a go-to counsel for independent fund trustees, Kelley frequently advises registered funds and their trustees on corporate governance, compliance, and regulatory matters, mergers and reorganizations, and regulatory examination and enforcement matters.Kelley is consistently recognized as a top advisor in Chambers USA and Chambers Global, receiving multiple distinctions for Registered Funds. She has also been recognized in the Finance: Fintech category of The Legal 500 US awards.Prior to joining Morrison Foerster, she served as executive vice president and general counsel of Janus Capital Group Inc., a NYSE-listed global asset management holding company. She also previously served as senior vice president and general counsel of Janus Capital Management LLC, a U.S. registered investment advisory subsidiary of Janus Capital Group, and as president of the Janus funds and president of Janus Distributors LLC.Kelley previously served as a director of Young Americans Bank/Young Americans Center for Financial Education, ICI Mutual Insurance Company, and the Denver Metro Chamber of Commerce.

Kelley Howes

Chair of Investment Management Group

Alfredo Silva is a key member of the firm’s Social Enterprise + Impact Investing Group and the Emerging Companies + Venture Capital practice. He advises companies and investors—particularly in life sciences, agtech, and fintech—on a wide range of corporate and securities matters, with a strong focus on venture capital, growth equity and corporate venture capital financings. Alfredo brings particular expertise in complex restructuring and recapitalization transactions. He also advises both impact-first and return-first investors on building mission lock into their strategies, works with clients to form Delaware public benefit corporations and structure for-profit/non-profit “hybrid” entities that can attract both philanthropic and traditional capital, and on a pro bono basis advises nonprofits and small businesses on formation, structuring and governance matters.In his private company practice, Mr. Silva has served as company or investor counsel in early- and late-stage financings, minority strategic investments and impact investments in over a hundred private companies, including representation of SoftBank and SoftBank Vision Fund in financings with a combined value of over $2 billion, Temasek in its $800 million minority investment in Verily Life Sciences, an Alphabet company, and Visa Ventures in strategic fintech investments around the world.In his public company practice, Alfredo counsels issuers on strategic transactions, such as the stock-for-stock merger of Marrone Bio Innovations, Inc. with Bioceres Crop Solutions Corp, as well as corporate governance and compliance with the U.S. federal securities laws and stock exchange listing standards, including advising on cutting-edge issues with respect to ESG disclosures and materiality assessments.In addition, Mr. Silva works extensively with nonprofit organizations, providing advice on fiduciary issues, entity formation, structuring and other corporate matters, and assists small businesses pro bono. He incorporated and continues to advise Illuminate, the nonprofit producer of The Bay Lights, a 25,000 LED sculpture on the western span of the San Francisco-Oakland Bay Bridge, in structuring, corporate governance, and project management matters. Mr. Silva currently chairs the audit committees of the boards of directors of Eat. Learn. Play. Foundation, a nonprofit founded by three-time NBA champion Stephen Curry and The New York Times bestselling author Ayesha Curry to unleash the potential of every child, and San Francisco AIDS Foundation, which for nearly 30 years has been pursuing a future where health justice is achieved for all people living with or at risk for HIV, both of which Mr. Silva has previously advised as corporate counsel.Alfredo is recognized by The Recorder as a 2013 Lawyer on the Fast Track, in 2014 was the inaugural recipient of the firm’s Kathi Pugh Award for Pro Bono Service, is a 2017 Lawyers Committee for Legal Diversity Fellow, and was the recipient of the American Bar Association’s 2023 National Public Service Award.