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MoFo Advised McGrath on its $3.8bn Acquisition by WillScot Mobile Mini

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Morrison Foerster (MoFo) advised long-term client McGrath RentCorp (“McGrath”) (Nasdaq: MGRC), leading provider of temporary and permanent space solutions throughout the United States, on its acquisition by WillScot Mobile Mini Holdings Corp. (“WillScot Mobile Mini”) (Nasdaq: WSC), a leader in innovative temporary space solutions.

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Morrison Foerster (MoFo) advised long-term client McGrath RentCorp (“McGrath”) (Nasdaq: MGRC), leading provider of temporary and permanent space solutions throughout the United States, on its acquisition by WillScot Mobile Mini Holdings Corp. (“WillScot Mobile Mini”) (Nasdaq: WSC), a leader in innovative temporary space solutions.McGrath shareholders will receive for each of their shares either $123.00 in cash or 2.8211 shares of WillScot Mobile Mini common stock, as determined pursuant to the election and allocation procedures in the merger agreement under which 60% of McGrath’s outstanding shares will be converted into the cash consideration and 40% of McGrath’s outstanding shares will be converted into the stock consideration. The transaction values McGrath at an enterprise value of $3.8 billion, including approximately $800 million of net debt. The transaction was announced on January, 29 2024, and is expected to close in the second quarter of 2024, subject to approval by McGrath shareholders, regulatory approvals and other customary closing conditions.The MoFo team advising McGrath was led by corporate partner Jackie Liu, together with antitrust partner Alex Okuliar; corporate associates Amy Chen and Daigo Takahashi; and antitrust of counsel Kerry Jones and antitrust Alexa DiCunzolo.

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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

Alex Okuliar is Chair of Morrison Foerster’s Global Antitrust Law Practice Group. He served as the Deputy Assistant Attorney General for Civil Antitrust Enforcement at the U.S. Department of Justice during the first Trump Administration and, earlier in his career, as a trial attorney at DOJ and an advisor at the Federal Trade Commission. His practice includes merger reviews, litigation, and government investigations.“The ‘excellent’ Alex Okuliar has a broad practice taking in merger clearance, conduct investigations and antitrust litigation. He is particularly noted for his work on behalf of media and technology companies.” – Chambers USA, DC AntitrustAlex represents clients in lawsuits in federal and state courts around the United States. Described as “very smart” and “incredibly knowledgeable,” he has helped clients succeed in a wide range of cases, including class actions and private party disputes alleging price fixing, monopolization, group boycotts, market allocation, and tying. He and his team recently won Global Competition Review’s 2026 Litigation of the Year – Non-Cartel Prosecution for their representation of Avadel Pharmaceuticals in a monopolization case against another pharmaceutical company.He also regularly represents clients in merger and conduct investigations by the U.S. Department of Justice, the Federal Trade Commission, state Attorneys General, and foreign agencies, including the European Commission and the UK Competition and Markets Authority. He has guided clients through the complex global merger clearance process and litigated agency merger challenges through trial.Alex has notable federal agency senior leadership experience. He was appointed the Deputy Assistant Attorney General for Civil Enforcement in the DOJ Antitrust Division during the first Trump Administration and in that role oversaw more than 150 career staff, agency merger enforcement, and an industry-wide review of online platforms. He was also one of the principal architects and leaders of the agency’s landmark search monopolization case against Google (U.S. v. Google). Earlier in his career, Alex served as an attorney advisor to former FTC Commissioner Ohlhausen and a trial attorney in the Networks & Technology Enforcement Section of the Antitrust Division. Prior to his service as Deputy AAG, Alex was a partner at another international law firm.Alex is a thought leader and a frequent writer and speaker. He has edited or contributed to leading antitrust treatises and handbooks, including Antitrust Law Developments (7th edition), the Premerger Notification Practice Manual (3rd and 4th editions), and the Intellectual Property and Antitrust Handbook (2nd edition).Before law school, Alex co-founded and sold an online technology company.<h4>Representative Experience</h4><h5>Merger Review </h5>Alex has worked on nearly a thousand deals across many industry sectors over his roughly 25-year career. He has handled dozens of second requests and litigated merger cases through trial. Clients appreciate his in-depth knowledge of the federal agencies and the range and depth of his experience, particularly in technology markets. As one client noted in The Legal 500 U.S. Antitrust: Merger Control guide, “Alex Okuliar brings a deep knowledge of the law and economics of antitrust, and the ability to frame that knowledge within the unique circumstances of the digital economy.” Representative deals include:Agriculture, Food & Beverage<ul><li>AgroFresh Solutions in its acquisition of Pace International, a global provider of sustainable post-harvest solutions, equipment, and technical services, from Sumitomo Chemical.</li><li>Paine Schwartz Partners in multiple transactions in the agriculture technology and food space, including the recapitalization of Special New Fruit Licensing (SNFL), a table grape R&D company, as part of SNFL’s combination with IFG, and the investment by EQT into SNFL.</li><li>Sugar Foods Corporation in its sale to Pritzker Private Capital.</li></ul>Technology and Online Platforms<ul><li>Apigee, a cloud computing company, in its $625 million sale to Google.</li><li>AVG Technologies in its $1.3 billion sale to Avast Software, maker of antivirus and security software.</li><li>Cisco in multiple matters, including its $600 million acquisition of SD-WAN provider, Viptela.</li><li>Dupont Photomasks, a leading maker of semiconductor photomasks, in its roughly $650 million sale to Toppan Printing Co. Ltd., which closed after a Second Request investigation by the DOJ Antitrust Division.</li><li>Infineon Technologies AG in the sale of its HiRel DC-DC converter business to Micross Components, Inc.</li><li>Microsoft in many deals, including its $7.5 billion acquisition of GitHub, an AI-powered developer platform.</li><li>Molina Healthcare in the $231 million sale of its Medicaid management information systems business to DXC Technology.</li><li>Propel Media, an online advertising platform, in an FTC Second Request investigation and federal court and administration litigation related to its proposed acquisition by healthcare data company, IQVIA.</li><li>ShowingTime, a leading residential property technology company, in its $500 million sale to Zillow, which cleared successfully without conditions after a Second Request investigation by the FTC.</li><li>Uber in its multi-hundred-million-dollar investments in both Nuro, an American self-driving technology company and Lucid Group, Inc., a Silicon Valley-based technology company focused on creating the most advanced EVs in the world.</li><li>Unity Software Inc. in multiple transactions, including its all-stock $4.4 billion acquisition of app monetization platform and tool developer ironSource and the concurrent $1 billion PIPE investment by Silver Lake and Sequoia, and in response to the related $13.6 billion unsolicited acquisition proposal from AppLovin.</li></ul>Media, Entertainment & Telecommunications<ul><li>Hispanic Broadcasting Company in its $3 billion sale to Univision, which closed with a settlement after a year-long DOJ Second Request investigation.</li><li>Nexstar Media Group, one of the nation’s leading media companies and local television station owners, in achieving DOJ clearance of its $6.2 billion acquisition of Tegna Inc., an owner and operator of local television stations, and in subsequent litigation against several State AGs and a private party challenging the consummated deal.</li><li>Planet Labs, a satellite imagery and analytics company, in the acquisition of satellite company, Terra Bella Technologies, from Google.</li></ul>Energy, Infrastructure, and Industrials<ul><li>Axalta Coating Systems in its acquisition of U-POL Holdings Limited, a manufacturer of automotive repair and refinish products, for £428 million in cash (approximately US$590 million).</li><li>Advised Axalta Coating Systems on antitrust aspects of its approximately $285 million acquisition of The CoverFlexx Group, a provider of economy coatings for automotive refinish and aftermarket applications, from Transtar Holding Company.</li><li>Enterprise Products Partners in its $13 billion acquisition of GulfTerra, which closed with limited divestitures after an FTC Second Request investigation.</li><li>Enterprise Products Company (EPCO) and Dan L. Duncan in the FTC investigation related to EPCO and Duncan’s roughly $1.1 billion acquisition from Duke Energy of Texas Eastern Products Pipeline Company.</li><li>McGrath RentCorp. in its $400 million acquisition of Vesta Modular, a provider of temporary and permanent modular buildings, from Kinderhook Industries.</li><li>McGrath RentCorp. in its $200 million sale of Adler Tank Rentals to Ironclad Environmental Solutions.</li><li>McGrath RentCorp. in the FTC Second Request investigation of McGrath’s proposed $3.8 billion acquisition by WillScot Mobile Mini Holdings.</li><li>Meade Pipeline Co. in the $1.37 billion sale of its natural gas pipeline system to NextEra Energy Partners.</li><li>Nova Chemicals in its joint venture to build a $1.7 billion ethylene cracker and a polyethylene plant in Texas with Borealis and Total.</li><li>A private equity fund in the FTC investigation of the fund’s acquisition of a large North American plastics distribution business.</li><li>Schlumberger in the creation of Sensia, a joint venture with Rockwell Automation to develop and provide digital, integrated automation solutions for the oil and gas industry.</li><li>Superior Plus Corp., a leading North American distributor of propane, compressed natural gas, renewable energy and related products and services, in the $325 million sale of its construction products distribution business to Foundation Building Materials, a US distributor of building materials backed by Lone Star Funds.</li><li>Superior Plus Corp. in its $900 million acquisition of NGL Energy’s retail propane distribution business.</li></ul>Life Sciences<ul><li>Bayer AG in its $600 million acquisition of biotech company, BlueRock Therapeutics.</li><li>Bayer AG, through Leaps by Bayer, in its $215 investment in Century Therapeutics.</li><li>Kindred Biosciences in its approximately $450 million sale to Elanco Animal Health.</li><li>Otsuka Pharmaceuticals in its roughly $250 million acquisition of ADHD-drug developer, Neurovance.</li></ul>While serving at the DOJ and FTC, Alex investigated or oversaw the review of hundreds of transactions, including the $180 billion merger of United Technologies and Raytheon, NASDAQ’s proposed $11 billion acquisition of NYSE Euronext, Deutsche Boerse’s proposed $10 billion acquisition of NYSE Euronext, Waste Management’s $4.6 billion acquisition of Advanced Disposal Services, Liberty Latin America’s $1.95 billion purchase of AT&T Puerto Rico, Google’s $2 billion acquisition of Fitbit, Google’s $700 million acquisition of ITA Software, Reading Health System’s proposed acquisition of Surgical Institute of Reading, and Universal Health Service’s acquisition of Ascend Health Corporation, among many others.<h4>Antitrust Conduct Litigation</h4>Alex has represented clients in some of the most significant antitrust cases of the last twenty years, including class actions and private party disputes, and has represented both plaintiffs and defendants. As The Legal 500 U.S. Antitrust: Civil Litigation/Class Actions Defense guide noted, “Alex Okuliar litigates cutting-edge antitrust topics such as platform competition and data collection as well as media cases.” His thought leadership on class action issues has also been cited by courts (See In re GPU Antitrust Litigation, 253 F.R.D. 478, 492–3 (2008)). Representative cases include:Private Party Disputes (Plaintiff and Defense)<ul><li>Avadel, a leading biopharmaceutical company, in Jazz Pharmaceuticals v. Avadel CNS Pharmaceuticals (D. Del.), alleging monopolization and other unlawful conduct by Jazz Pharmaceuticals. The case squarely addressed conduct long viewed by enforcers as anticompetitive, placing it at the forefront of pharmaceutical antitrust enforcement. The FTC also filed an <a href="https://www.ftc.gov/news-events/news/press-releases/2022/11/ftc-amicus-brief-challenges-abuse-fda-orange-book-listing-procedures-block-drug-competition" target="_blank">amicus brief</a> explaining to the Court the harm to competition from such listings. With trial imminent, achieved sweeping global settlement, delivering $90 million payment, perpetual worldwide license to key patents, and long-term certainty over Avadel’s commercial rights, unlocking Avadel’s strategic potential, culminating in a proposed $2.37 billion acquisition. The MoFo team recently won Global Competition Review’s 2026 – Litigation of the Year – Non-Cartel Prosecution.</li></ul><ul><li>Capital One in American Express v. Visa, et al. (S.D.N.Y.), where he defended the client against group boycott claims alleging that certain exclusive bylaws for the Visa and Mastercard credit card networks represented an agreement to boycott American Express. The case settled after years of litigation.</li><li>The Clorox Company and its Brita subsidiary in Zerowater v. Clorox, Brita, et al. (E.D. Pa), a lawsuit which involves allegations of patent ambush, monopolization and unfair competition. The case recently settled.</li><li>Icon, a real estate development company, in Icon v. Southwest Regional Council of Carpenters, et al. (C.D. Cal.), a federal antitrust lawsuit alleging monopolization, sham petitioning, and other claims in labor markets. See the press coverage in <a href="https://www.bloomberglaw.com/bloomberglawnews/antitrust/XEJFH0U8000000?bna_news_filter=antitrust#jcite" target="_blank">Bloomberg</a>. The case settled.</li><li>Provi, an e-commerce platform, in Tiz (d/b/a Provi) v. Southern Glazer’s and Republic National Distribution Co. (N.D. Ill.), an antitrust claim alleging monopolization, tying, and group boycott, among other conduct, by the nation’s largest alcohol distributors to eliminate new and innovative online marketplace competition from Provi. See coverage of the case by <a href="https://www.politico.com/news/2022/03/29/alcohol-ordering-antitrust-suit-00021383" target="_blank">Politico</a>.</li><li>A national financial institution in its defense against state unfair competition claims in connection with a business transaction.</li><li>A leading online professional networking site in its defense against unfair competition claims based on allegations that the site had blocked a competing site from scraping its data to develop another service.</li><li>A leading medical imaging technology company in an antitrust counterclaim related to a patent infringement action.</li><li>An online media streaming company in an antitrust counterclaim against the major national television broadcasters related to a copyright infringement lawsuit.</li></ul>Class Action Defense<ul><li>Asiana Airlines in In re Korean Air Lines Co. Antitrust Litigation (C.D. Cal.), defending against a class action alleging price-fixing of passenger air fares. Client prevailed on motion to dismiss claims of indirect purchasers of passenger air fares, which was upheld in relevant part on appeal, and the remainder of the case settled. </li><li>Asiana Airlines in In re Air Cargo Shipping Services Antitrust Litigation (E.D.N.Y) to defend against a class action alleging price-fixing of cargo shipping fees. The case was ultimately settled.</li><li>Capital One in In re Payment Card Interchange Fee and Merchant Discount Litigation (E.D.N.Y.), to defend against alleged price-fixing claims related to credit card interchange fees. This matter ultimately settled.</li><li>Honeywell in Wright v. Honeywell (Vt.), McKinnon v. Honeywell (Me.), Fagan v. Honeywell (Mass.), and Roos v. Honeywell (Cal.), to defend against class actions alleging monopolization of certain home thermostats. Certain cases were dismissed after briefing and oral argument and others were ultimately settled.</li></ul>Other (Government Litigation)<ul><li>The United States in United States v. Google (search) (D.D.C.), in its landmark monopolization case against a leading online search engine. He served as the senior Antitrust Division official overseeing the DOJ staff team to develop and prosecute the lawsuit.</li><li>The United States in United States and the State of Michigan v. Blue Cross Blue Shield of Michigan (E.D. Mich.) regarding allegations that the defendant’s most favored nation provisions in its contracts with providers were an unlawful restraint of trade. The matter was dismissed after the State of Michigan enacted laws banning the use of most favored nation clauses by insurers, health maintenance organizations, and nonprofit health care corporations in contracts with providers.</li></ul><h4>Government Investigations & Policy Advocacy</h4>Alex also handles investigations, compliance counseling, and policy advocacy for governmental entities. As one client noted in The Legal 500 U.S. Antitrust: Cartels guide, “Alex Okuliar brings a calm and thoughtful approach to the matters he advises on. He has good judgment and delivers advice in a user-friendly format. He stays current on emerging issues in antitrust law and provides a helpful perspective on areas of risk and how to best address those areas.”Some of his matters include representing:<ul><li>An AI company in an FTC investigation of a technology platform.</li><li>A technology company in its defense against an FTC investigation into an alleged order violation.</li><li>A major chemical company as a leniency applicant in a DOJ criminal price-fixing investigation.</li><li>An airline in various DOJ criminal cargo and passenger airfare antitrust investigations.</li><li>A technology company in a DOJ investigation of an alleged no-poach agreement relating to employee hiring.</li><li>A major energy company as a third-party complainant and witness in an FTC investigation leading to litigation against the merging companies.</li><li>An energy company in an internal investigation of trading activity related to allegations of price fixing.</li><li>A major hospital system in a state AG price-fixing and market allocation investigation.</li><li>A ticket reseller in a state AG consumer protection investigation.</li><li>A major retailer as a third party in multiple state and federal investigations.</li><li>Clients advocating to government agencies on issues relating to technology platforms, mergers, and issues involving antitrust and intellectual property.</li></ul>

Alexander Okuliar

Chair of Global Antitrust Law Practice Group

Amy advises on corporate and transactional matters with a special focus on domestic and cross-border mergers and acquisitions, joint ventures and other corporate transactions.Her clients have included U.S. and global public and private companies in a wide range of industries including technology, financial services, consumer products, healthcare, life sciences, insurance and private equity. She has worked on a number of complex cross-border transactions in the UK, Europe, Asia and Australia.Prior to joining Morrison Foerster, Amy was Senior Legal Counsel at MILVIK BIMA, a fintech provider of micro-insurance and telehealth solutions, where she helped them navigate the complex regulatory landscapes of emerging markets across Asia, Africa and Latin America. She also served as Senior Legal Counsel at Aviva plc in London, where she advised on a range of corporate and M&A matters, and supported their corporate venture fund focused on technology investments.Amy was also previously a corporate associate at another international law firm in London, where she advised on corporate and cross-border M&A matters.She earned her law degree at the University of Sydney in Australia, and is qualified as an attorney in New York and a solicitor in England & Wales.

Amy Chen

Of Counsel

Kerry Jones is a partner in Morrison Foerster’s Global Antitrust Law Practice Group. Her practice includes supporting clients across the spectrum of antitrust and competition law matters, such as strategic counseling to manage antitrust risks, Hart-Scott-Rodino premerger notification filings, gun jumping and merger clearance advocacy, internal investigations, and antitrust litigation. Kerry has experience representing clients across variety of industries, including telecommunications, semiconductors, artificial intelligence, robotics, and life sciences. She has experience representing domestic and multinational companies in federal courts.Kerry received her J.D. from the University of Virginia School of Law, where she served on the editorial board of the Virginia Journal of Law and Politics. Kerry is admitted to practice in Virginia and Washington, D.C.<h4>Representative Experience</h4>Kerry has supported clients in all phases of the antitrust review process including:<ul><li>Sprint Corp. and SoftBank, the controlling shareholder of Sprint, in the landmark $59 billion merger of Sprint and T-Mobile US, Inc. The deal is one of the largest telecommunications deals in history.</li><li>TOPPAN in its $1.8 billion acquisition of Sonoco’s thermoformed and flexibles packaging business</li><li>Sekisui House in its $4.9 billion acquisition of M.D.C. Holdings</li><li>Unity Software in its $4.4 billion acquisition of ironSource</li><li>Palo Alto Networks in its $3.35 billion acquisition of Chronosphere</li><li>SoftBank in its acquisition of Ampere Computing for $6.5 billion</li><li>SoftBank in its $4.4 billion investment in WeWork, and later its $10 billion investment in the company</li><li>SoftBank ) in its $7.7 billion investment in Uber</li><li>Mobileye in its $15.3 billion acquisition by Intel</li><li>Axalta Coating Systems in its purchase of assets divested in connection with the Federal Trade Commission's review of an acquisition in its industry</li><li>Boyd Gaming Corporation in its acquisition of three casinos and in its purchase of assets divested in connection with the Federal Trade Commission’s review of an acquisition in its industry</li><li>ON Semiconductor in its $2.5 billion acquisition of Fairchild Semiconductor</li></ul>

Kerry Jones

Alexa DiCunzolo is an associate in the Litigation Department of Morrison & Foerster’s Washington, D.C. office and a member of the Global Antitrust Law Practice Group.Alexa helps clients address a wide range of antitrust concerns, including both litigation and transactional matters. She is dedicated to helping clients identify and mitigate antitrust risks while achieving their business goals and to defending their interests when litigation arises.A significant portion of Alexa’s practice is devoted to helping guide clients through the Hart-Scott-Rodino pre-merger notification process, from determining when notification is required to supplying necessary information to enforcement agencies to advising on antitrust risk-mitigation strategies.Alexa received her J.D. with honors from the George Washington University Law School, where she was a staff member of The Guide to International Research for the George Washington International Law Review. She graduated summa cum laude with a B.A. in political science and government from Loyola University Maryland.

Alexa Rae DiCunzolo

Associate

Mergers + Acquisitions