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MoFo Advises McGrath RentCorp on Acquisition of Vesta Modular and Concurrent Divestiture of Adler Tank Rentals

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Morrison Foerster advised long-term client McGrath RentCorp, a leading business-to-business rental company, in its acquisition of Vesta Modular, a portfolio company of Kinderhook Industries (“Kinderhook”), for a cash purchase price of $400 million, subject to certain adjustments, and sold Adler Tank Rentals, a business unit, to Ironclad Environmental Solutions, a Kinderhook portfolio company, for a cash sale price of $265 million, subject to certain adjustments. Both transactions were completed simultaneously on February 1, 2023.

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Morrison Foerster advised long-term client McGrath RentCorp, a leading business-to-business rental company, in its acquisition of Vesta Modular, a portfolio company of Kinderhook Industries (“Kinderhook”), for a cash purchase price of $400 million, subject to certain adjustments, and its sale of Adler Tank Rentals, a business unit, to Ironclad Environmental Solutions, a Kinderhook portfolio company, for a cash sale price of $265 million, subject to certain adjustments. Both transactions were completed simultaneously on February 1, 2023.The MoFo team advising McGrath RentCorp was led by San Francisco corporate partner Jackie Liu, together with San Francisco associates Daigo Takahashi, Ani Hamparsumyan, Molly Yoder and Kaimi Jeff Miyazawa. The wider team included Washington, D.C. government contracts and public procurement partner Tina Reynolds; New York tax partner Dave Sturgeon; executive compensation of counsel Brooke Monahan; San Francisco finance partner Victor Liang; and San Francisco trademarks of counsel Muzamil Huq.

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Jackie engages in a general corporate and transactional practice, with special emphasis on corporate counseling of public companies, mergers and acquisitions, and the China practice. She has more than 20 years of experience in advising public companies on corporate governance matters, including director and officer fiduciary duties, board “best practices,” disagreements between board and management, succession planning, investor relations, and advises boards and special committees in connection with conflicts of interest matters, proxy contests and other corporate control efforts. Jackie is outside general counsel to a number of public companies with whom she has worked for over 20 years and provides big‑picture, critical value-adding strategic advice. She also counsels public companies on disclosure matters and associated liability considerations. Jackie is a Fellow of the American College of Governance Counsel. She has lectured at seminars and conferences and written articles on various corporate governance and securities law matters.Jackie also represents public and private companies in mergers and acquisitions, from small asset acquisitions and divestitures, founder-driven sales and talent acquisitions to complex multibillion-dollar transactions. In addition, she has been involved in a number of complex cross-border transactions in Asia, Australia and Europe. Her knowledge of U.S. SEC-reporting requirements is a valuable addition to counseling on public-company M&A transactions. She additionally works with well-established Chinese companies in setting up U.S. subsidiaries and counseling them on strategic matters relating to their U.S. operations.Jackie formerly served as co-chair of Morrison Foerster’s Global Corporate Department of over 400 lawyers. She is currently a member of our global Sustainability + Corporate Responsibility steering committee. In 2018, Jackie received the Client Choice Award from International Law Office/Lexology for excellent client care and quality of service in the practice of corporate law. She was named the 2013 Legal Advisor of the Year by M&A Advisor. She was also recommended as a leading attorney in the field of M&A by Legal 500 USA 2014 and, in 2018, recommended for M&A/Corporate and Commercial: M&A Large Deals ($1bn+).Born in Shanghai, China, she is fluent in Mandarin Chinese.Jackie is a member of the California State Bar and the Bar Association of San Francisco. She is a board member of the Foundation of City College of San Francisco.During her tenure at Harvard Law School, she served as the co-editor of the Harvard Law Record.<h4>Rankings</h4>Recommended for M&A: Large Deals ($1bn+) Legal 500 US 2019

Jackie Liu

Partner

Kaimi Miyazawa is a corporate associate in the Los Angeles office of Morrison Foerster.Before joining Morrison Foerster’s Transactions Department, Kaimi was a summer associate in the Tokyo and San Francisco offices during the summers of 2019 and 2020.Kaimi earned his J.D. from the University of California, Irvine School of Law, where he served as the Staff Editor for the UC Irvine Journal of International, Transnational, and Comparative Law publication He holds a B.A., magna cum laude, from University of California, Santa Cruz.Kaimi is fluent in Japanese.

Kaimi Miyazawa

Associate

Tina Reynolds is chair of Morrison Foerster’s Government Contracts & Public Procurement practice. She represents a wide variety of government contractors including information technology, defense, biotechnology, and pharmaceutical companies, as well as research organizations and universities, with a focus on general contract counseling and compliance, intellectual property and cybersecurity matters, federal grant funding, and state and local government contracting matters.Tina routinely advises clients on:<ul><li>Contract negotiations and prime-subcontractor relationships</li><li>Sources of supply and country of origin requirements</li><li>Organizational conflicts of interest and other ethics considerations</li><li>Safeguarding of intellectual property and other proprietary interests</li><li>Licensing and data rights issues</li><li>Handling of classified materials and controlled unclassified information</li><li>Freedom of Information and Public Records Act requests</li></ul>She also conducts due diligence and other activities related to the acquisition of government contracting concerns, and drafts and negotiates teaming agreements, subcontracts, licensing agreements, and cooperative research and development agreements, Small Business Innovative Research (“SBIR”) and Small Business Technology Transfer Program (“STTR”) agreements, and other transaction authority (“OTA”) agreements.Tina’s litigation experience includes government contracts claims litigation in federal courts and before boards of contract appeals, bid protests before the Government Accountability Office and the Court of Federal Claims, and complex disputes in federal courts, including civil fraud and False Claims Act litigation, and reverse Freedom of Information Act litigation.Prior to joining Morrison Foerster, Tina worked at another large national firm and as a trial attorney in the U.S. Department of the Navy, Office of the General Counsel, Navy Litigation Office.<h4>Recent Representative Experience</h4><ul><li>Negotiated the largest CHIPS Act federal funding agreement between a multinational semiconductor corporation and the U.S. Department of Commerce. </li><li>Negotiated a prime contract and major subcontracts related to the Department of Energy’s next generation supercomputer program, including extensive IP rights and associated patent rights waivers. </li><li>Negotiated a series of other transaction authority agreements with DARPA and associated subcontracts with more than a dozen research universities on behalf of a firm biotech client, including complex IP rights allocations and material transfer agreements. </li><li>Assisting clients with the FedRAMP authorization process and the development of license agreements for software products sold to federal, state, and local government agencies. </li><li>Providing cyber incident response counseling to some of the largest companies and organizations impacted by security incidents, many involving nation state threat actors. </li><li>Advising clients on Bayh-Dole reporting of inventions and IP strategies for contracts and grants. </li><li>Conducting due diligence for major government contract mergers and acquisitions, including, for example, Salesforce’s $8 billion acquisition of Informatica and Palo Alto Networks’ $25 billion acquisition of CyberArk. </li><li>Advising clients on litigation strategy for False Claims Act matters, including those being handled by the U.S. Department of Justice (DOJ) cyber fraud initiative.</li></ul>

Tina Reynolds

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

Muzamil Huq represents clients in the protection and enforcement of U.S. and non-U.S. trademark matters and other IP transactions. He has significant experience counseling clients in the technology, healthcare, consumer products, entertainment, and fashion industries in connection with the clearance and registration of trademarks, management of trademark portfolios of all sizes, enforcement of valuable trademark rights, and defense of trademarks and branding.Muzamil negotiates and drafts trademark and copyright license agreements and other general commercial contracts, and advises on intellectual property aspects of corporate transactions, including due diligence. He also provides advice to clients regarding competitor false advertising issues. Muzamil counsels clients in the fields of software and technology, healthcare, consumer products, advertising, entertainment, fashion, apparel and related accessories.Muzamil is a member of INTA’s Academic Committee. The Academic Committee aids law students and professors by developing benefits, services, and programs, including content creation, speaker identification, and educational event programming for the academic community.Muzamil earned his B.A. in media studies and studio art from Pomona College and his J.D. from Columbia University School of Law, where he was a Harlan Fiske Stone Scholar and a member of The Columbia Journal of Law & the Arts.Muzamil is admitted to practice in California and New York.<h4>Representative Experience</h4>Muzamil is trademark counsel to a number of companies representing a wide range of industries. A selection of representative clients include:<ul><li>CareDx, a leading precision medicine solutions company focused on high-value healthcare solutions for transplant patients and caregivers, relies on Muzamil to manage its international trademark portfolio, as well as enforcement efforts at the Trademark Trial and Appeal Board of the U.S. Patent and Trademark Office and analogous foreign proceedings.</li><li>Splunk, a leader in data software, looks to Muzamil to oversee its worldwide trademark portfolio for its SPLUNK house mark and other trademarks.</li><li>Ignite, which provides an innovative platform for blockchain developers, called on Muzamil for trademark clearance and filing strategy as part of the company’s rebranding. He continues to handle the company’s international trademark portfolio and advise on adverse trademark matters.</li><li>Some of Muzamil’s additional representative clients include Cruise Automation, Origin Materials, Evo Payments International, Open Society Foundations, Sight Sciences, Health[At]Scale, Common Sense Media, and Starlight Foundation.</li></ul>

Muzamil Huq

Of Counsel

Mergers + Acquisitions