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Morrison Foerster Shortlisted for the 2024 British Legal Awards

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Morrison Foerster has been shortlisted in two private practice categories for the Law.com International’s 2024 British Legal Awards. MoFo has been included as a finalist for the Capital Markets Team of the Year, and MoFo associate Carlo Pia has been named a finalist in the Rising Star category. The awards, now in their 15th year, are the premier legal awards in the region, representing the premier talent of the UK’s legal community.

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Morrison Foerster has been shortlisted in two private practice categories for the <a href="https://law.com/" target="_blank">Law.com</a> International’s 2024 British Legal Awards. MoFo has been included as a finalist for the Capital Markets Team of the Year, and MoFo associate Carlo Pia has been named a finalist in the Rising Star category. The awards, now in their 15th year, are the premier legal awards in the region, representing the premier talent of the UK’s legal community.MoFo’s London Corporate team represented Arm Holdings plc, the world’s leading semiconductor IP company, on its blockbuster $5.22 billion listing on Nasdaq, the largest IPO of 2023 globally. The global team was led by Washington, D.C.-based Capital Markets partner Justin Salon, with the London team led by partner and co-head of the firm’s global M&A practice group Gary Brown, and Corporate partner Stuart Alford, supported by London of counsel Emma Bosworth and associates Bowen Wang, James Dabell, Sebastian Lello, and Carlotta Pregnolato.Carlo Pia is an associate on the Corporate M&A team at MoFo, which is based in London. In recent years, he has acted as lead associate on some of the most significant transactions in the European market, including most recently on SoftBank’s $1 billion investment in Wayve Technologies (the largest minority AI investment in European history). His shortlisting in the Rising Star category is a testament to his achievements during this time.The awards will be hosted on November 27, 2024, in London. Visit the <a href="https://www.event.law.com/legalweek-british-legal-awards/2024-shortlist" target="_blank">link</a> for a complete list of the finalists.

Morrison Foerster Shortlisted for the 2024 British Legal Awards

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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

Partner

Stuart Alford is a partner based in the Corporate Group.Stuart’s practice focuses on mergers and acquisitions, private equity investments, joint ventures, reorganizations and general corporate advisory matters. He has particular experience in the technology space, and regularly advises European, Asian and U.S.-based clients on complex cross-border mergers and acquisitions and investments.Prior to joining Morrison Foerster in 2017, Stuart trained and practiced in the London and Hong Kong offices of an international law firm. During that appointment, he was seconded to a leading investment bank where he assisted with a range of transactions across Europe and the Middle East.Stuart received his M.A. (Hons.) degree in International Relations from the University of St. Andrews, and his law degree from the College of Law, London. He is qualified as a solicitor in England and Wales.

Stuart Alford

Bowen Wang is an associate based in the London office of Morrison & Foerster and is a member of the Transactions Practice. Bowen’s practice focuses on advising on private equity investments, cross-border mergers and acquisitions, fund formation and other general corporate and commercial matters.Bowen was awarded his LL.B degree from the China University of Political Science and Law in 2012, and then received his J.D. degree and P.C.L.L. certificate from the University of Hong Kong in 2015 and 2016, respectively.Bowen is fluent in English, Mandarin and Cantonese and admitted to practice in Hong Kong and England & Wales only.<h4>Representative Experience</h4><ul><li>Represented an international investor in three rounds of investments into SenseTime with an aggregate value over US$1.2 billion. The company is currently valued at US$7 billion. Established in 2014, SenseTime is one of the leading artificial intelligence companies in the PRC with a focus on facial and image recognition technology.</li><li>Represented Softbank in connection with an investment as part of a US$3 billion investment by Softbank and the SoftBank Vision Fund into Ele.me, the food delivery business owned by Alibaba. Ele.me would be merged with Koubei, which is an affiliate company that focuses on bringing local businesses online by providing payment and other technology services. Combining Koubei and Ele.me could help Alibaba expand to extend its reach and deepen its market position in China’s buoyant online-to-offline (O2O) space.</li><li>Represented SoftBank Vision Fund in connection with the Series D+ investment totaling US$225 million in Klook, a Hong Kong-based leading travel activities and services booking platform.</li><li>Represented a leading capital markets and investment group in Hong Kong and a consortium of investors in relation to the Series C round investment into a market-leading cancer solutions provider. Based in Taiwan, and with operations across Asia (Singapore, Japan, Hong Kong, PRC), the company provides genomic profiling assays, molecular information to physicians and biopharmaceutical clients, and cancer treatment plans, cancer relapse and drug resistance monitoring as well as cancer risk assessment and immunotherapy evaluation.</li><li>Represented a China-based investment bank in its joint venture with Quark Ventures, a Canada-based venture capital firm, and the establishment of Global Health Sciences Fund I, L.P. with a fund size of US$100 million.</li></ul>

Bowen Wang

Associate

Carlotta Pregnolato is an associate based in Morrison Foerster’s London office and is a member of the firm’s Corporate Group.Carlotta advises on a wide range of corporate matters, including mergers and acquisitions, private equity and joint venture transactions and general corporate advisory matters. She has experience advising clients across a number of industry sectors, including technology, financial services, energy and real estate.Carlotta trained at Morrison Foerster, gaining experience in the following practice areas: Private Equity Real Estate, Litigation, Finance and Banking and Corporate M&A. During this time, Carlotta also spent six months seconded to the firm’s Singapore office.Carlotta is qualified as a solicitor in England and Wales. Carlotta is fluent in Italian.<h4>Representative Experience</h4><ul><li>SoftBank on its $1BN investment in UK AI unicorn Wayve, the largest ever investment in a UK AI company.</li><li>SoftBank Group Corp., on its acquisition of Graphcore, a UK-based semiconductor and microprocessor developer.</li><li>HG Capital on its acquisition of Cash Analytics, an Irish company offering a cash flow forecasting tool.</li><li>Uber on its acquisition of the outstanding share capital of DanTaxi, Denmark’s most popular taxi company</li><li>Coral Tree Partners, the private equity firm, on multiple transactons including its acquisition of DMC International, a technical broadcast production company with production centres across Denmark and Sweden.</li><li>TOPPAN Holdings Inc. (TYO: 7911) (“TOPPAN”) on its acquisition of the Thermoformed & Flexibles Packaging (“TFP”) arm of Sonoco Products Company (NYSE: SON) (“Sonoco”) for a purchase price of approximately US$1.8 billion.</li><li>Alpine Investors on its acquisition of CMS Group Limited, an IT support and consulting company.</li><li>Evergreen Services Group, on its acquisition of The Final Step Limited, a UK-based IT support company for small and medium-sized businesses.</li><li>Tate & Lyle PLC, in connection with its agreement to acquire Quantum Hi-Tech (Guangdong) Biological Co., Ltd, a leading prebiotic dietary fiber business in China, from ChemPremier Pharmatech Co., Ltd, for a total consideration of US$237 million.</li><li>Imerys, the French-listed world leader in mineral-based specialty solutions, on its joint venture with British Lithium to accelerate development of the UK’s largest lithium deposit.</li><li>Heidrick & Struggles International Inc., a premier provider of executive search, corporate culture and leadership consulting services, on its acquisition of businessfourzero, a London-based business consulting services company.</li><li>eBay in connection with its acquisition of KnownOrigin, a leading non-fungible token (NFT) marketplace enabling artists and collectors to create, buy and resell NFTs via blockchain-support transactions.</li><li>Boyd Gaming Corporation, a leading operator of 28 gaming entertainment properties in 10 U.S. states, in connection with its wholly-owned subsidiary Boyd Interactive Gaming Inc.’s acquisition of Pala Interactive LLC and its subsidiaries for a total cash consideration of $170 million.</li></ul>