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MoFo Advises NorthStar Healthcare in its $900 Million Sale to Welltower

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MoFo is advising NorthStar Healthcare Income, Inc., a public non-listed real estate investment trust that owns a diversified...

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MoFo is advising NorthStar Healthcare Income, Inc., a public non-listed real estate investment trust that owns a diversified portfolio of senior housing properties, in its $900 million all-cash sale to an affiliate of Welltower Inc. (NYSE: WELL), a real estate investment trust that invests in healthcare infrastructure.The transaction is expected to close in the second quarter of 2025, subject to customary closing conditions, including approval by NorthStar Healthcare stockholders. The definitive agreement includes a 40-day “go-shop” period, which permits NorthStar Healthcare to actively solicit and consider alternative acquisition proposals from third parties during the period.The MoFo team advising NorthStar Healthcare was led by Washington D.C. corporate partner Ali Connaughton and New York corporate partner Joe Sulzbach and Washington D.C. corporate associate Shams Haidari and New York corporate associate Sahana Ragunathan. The wider team included: (i) for corporate matters, Washington D.C. associates Christopher Rolle, Stephen Albrigo, Cameron Lakin; (ii) for executive compensation matters, New York partner Domnick Bozzetti and Palo Alto associate Yuan Xia and San Francisco associate Arton Falahati; (iii) for tax matters, San Diego partner Shane Shelley and New York partner Phil Jaworskyj and San Diego associates Kristie Espiritu.

MoFo Advises NorthStar Healthcare in its $900 Million Sale to Welltower

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Alice Connaughton is co-chair of the firm’s REIT practice and a partner in Morrison Foerster’s Capital Markets practice group. Ali’s practice focuses on representing public and private companies, including real estate investment trusts (REITs) and other direct participation programs, in a variety of corporate and securities matters, including, among other things, public and private securities offerings and tender offers.Ali regularly advises boards of directors, audit committees, and management with respect to strategic matters and corporate governance issues. Ali also routinely counsels public company clients with respect to complex regulatory matters, compliance with federal and state securities laws, corporate governance and general corporate matters.She has represented several of the leading sponsors of public, non-listed REITs in connection with more than $35 billion in public offerings.Ali has been recommended as a leading lawyer in Chambers USA for REITs since 2014. She also has been a member of the board of directors of the Institute for Portfolio Alternatives (IPA) since first being elected in 2020. The IPA provides national leadership for the portfolio diversifying investments industry, which includes non-listed REITs, BDCs, interval funds, closed-end funds and DSTs/1031 exchanges. Ali’s commitment to the REIT industry allows her to be completely dialed-in to regulatory developments and emerging trends, making her a trusted advisor to clients and a frequent speaker on topics impacting the industry.<h4>Representative Experience</h4><ul><li>Represented Hines Global Income Trust, Inc. in connection with its initial public offering and its follow-on public offerings for an aggregate of up to $7.5 billion of common stock.</li><li>Represented Ares Industrial Real Estate Income Trust Inc. in connection with its initial public offering and its follow-on public offerings for an aggregate of up to $9.0 billion of common stock.</li><li>Represented Industrial Property Trust Inc. in connection with its capital raise of approximately $1.8 billion through its initial public offering.</li><li>Represented Hines Global REIT, Inc. in connection with its capital raise of approximately $3.1 billion through its initial public offering and its follow-on public offering.</li><li>Represented Industrial Income Trust Inc. in connection with its capital raise of approximately $2.2 billion through its initial public offering and its follow-on public offering.</li><li>Represented Hines Real Estate Investment Trust, Inc. in connection with its capital raise of approximately $2.7 billion through its public offerings.</li><li>Represented numerous REITs in connection with initial and follow-on public offerings and tender offers.</li><li>Represented numerous public entities in connection with ongoing corporate governance, securities compliance, and other matters.</li><li>Assisted several public entities with special proxy solicitations in connection with restructuring, sales of assets, and affiliated transactions.</li><li>Represented public entities in connection with corporate and regulatory matters before the Securities and Exchange Commission, the Financial Industry Regulatory Authority, and state securities regulators.</li><li>Represented Hines Real Estate Investment Trust, Inc. in the sale of its west coast office property portfolio to an affiliate of Blackstone Real Estate Partners VIII for $1.16 billion.</li><li>Represented CNL Retirement Properties, Inc. in its acquisition for $5.3 billion (including assumption of debt) by Health Care Property Investors, Inc.</li><li>Represented CNL Hotels & Resorts in connection with its sale to Morgan Stanley Real Estate Fund.</li><li>Represented CNL Hotels & Resorts in connection with its acquisition of its external advisor, CNL Hospitality Corp.</li></ul>

Alice Connaughton

Partner

Joe Sulzbach is a partner in the Transactions Department, focusing on mergers and acquisitions and private equity. He is also co-chair of the Semiconductors Industry Group. Joe has represented numerous public and private entities in a variety of transactions, including domestic and cross-border merger and acquisition transactions, private equity transactions, joint ventures, and corporate governance matters. He has advised a broad range of clients across industries, including technology, media, and telecom (TMT), life sciences, pharmaceuticals, healthcare, industrial, chemicals, consumer goods and retail, energy, and real estate.Joe has also represented a number of companies in engagements with activist stockholders, including in responding to Starboard Value, Carl Icahn, Elliott Management, JANA Partners, Farallon Capital Management, and VIEX Capital.In addition, Joe has represented investment banking firms and financial advisors in a variety of significant transactions, including representation of Qatalyst Partners, Morgan Stanley, Evercore Partners, Greenhill, Ducera Securities, and Solomon Partners.Select examples of Joe’s experience include the following representations:<ul><li>Sachem Capital Corp. on its $3.4 billion strategic combination with Industrial Realty Group.</li></ul><ul><li>Modiv Industrial on its $535 million all-stock sale to Global Net Lease.</li><li>RE/MAX Holdings, Inc. on its $880 million stock and cash sale to The Real Brokerage Inc.</li></ul><ul><li>Sumitomo Forestry Co., Ltd. in its $4.5 billion acquisition of Tri Pointe Homes, Inc.</li></ul><ul><li>SoftBank Group Corp. on its $4 billion acquisition of DigitalBridge Group, Inc., a leading global alternative asset manager dedicated to investing in digital infrastructure.</li></ul><ul><li>CPE on its strategic partnership with Restaurant Brands International Inc., under which CPE will invest $350 million in Burger King China.</li><li>Plymouth Industrial REIT, Inc. in its $2.1 billion sale to an affiliate of Makarora Management LP and Ares Alternative Credit funds.</li></ul><ul><li>Veeco Instruments Inc. in its $5.2 billion merger with Axcelis Technologies, Inc.</li><li>BearingPoint, an independent management and technology consultancy firm, on its joint venture with ABeam Consulting.</li><li>SoftBank Group Corp. on its $2 Billion investment Intel Corporation. </li><li>Hooter’s Inc. and Hoot Owl Restaurants, L.L.C. in the acquisition of over 100 restaurants from Hooters of America LLC, the iconic casual dining and sports entertainment chain.</li><li>Shaklee Corporation in its acquisition of substantially all the assets of Modere.</li></ul><ul><li>Infineon Technologies AG in its $2.5 billion acquisition of Marvell Technology’s automotive ethernet business.</li><li>SoftBank Group Corp. in its proposed up to $40 billion investment in OpenAI, America’s premier artificial intelligence (AI) company and developer of the transformational large language models that are driving the AI revolution.</li><li>Infineon Technologies AG in the sale of its Austin, TX foundry to SkyWater Technology.</li><li>NorthStar Healthcare Income, Inc. in its $900 million sale to an affiliate of Welltower Inc.</li><li>Cartica Acquisition Corp in its $2.75 billion business combination with Nidar Infrastructure Limited, India’s leading data center provider for artificial intelligence and high-performance compute services.</li><li>Centuri Holdings and parent company Southwest Gas Holdings in Centuri’s $353 million IPO and concurrent private placement.</li><li>U.S. Silica Holdings, Inc. in its $1.85 billion sale to entities affiliated with Apollo Global Management.</li><li>The rock band KISS and its co-founders Gene Simmons and Paul Stanley in the sale of substantially all rights related to KISS to Pophouse Entertainment.</li></ul><ul><li>Sekisui House, Ltd. in its $4.9 billion acquisition of M.D.C. Holdings, Inc.</li><li>Astellas Pharma Inc. in its $175 million acquisition of Propella Therapeutics, Inc.</li></ul><ul><li dir="ltr">Southwest Gas Holdings, Inc. in its adoption of a Tax-Free Spin Protection Plan.</li><li dir="ltr">Kyowa Kirin Co., Ltd. in its up to $477 million acquisition of Orchard Therapeutics plc, including CVR payment.</li><li dir="ltr">Sugar Foods Corporation in its sale to Pritzker Private Capital.</li></ul><ul><li>The News Lens Co., Ltd. in its $275 million business combination with Blue Ocean Acquisition Corporation.</li></ul><ul><li>Upland Software, Inc. in its adoption of a Tax Benefit Preservation Plan.</li></ul><ul><li>The Board of Directors and Special Committee of Toshiba in the $15.2 billion takeover of Toshiba by a consortium led by Japan Industrial Partners.</li><li>Infineon Technologies AG in the sale of its HiRel DC-DC converter business to Micross Components, Inc.</li></ul><ul><li>AgroFresh Solutions, Inc. in its $545 million going-private acquisition by Paine Schwartz Partners.</li><li>Unity Software Inc. in multiple transactions, including its all-stock $4.4 billion acquisition of ironSource and Unity’s concurrent $1 billion PIPE investment by Silver Lake and Sequoia, and in response to the related $13.6 billion unsolicited acquisition proposal from AppLovin Corporation.</li><li>Southwest Gas Holdings, Inc. in its defense against a hostile tender offer and proxy contest for board control by Carl Icahn, including adoption of a shareholder rights plan, and negotiated resolution.</li><li>Marrone Bio Innovations in its $244 million acquisition by Bioceres Crop Solutions Corp. in a stock-for-stock merger.</li><li>Paine Schwartz Partners, a global leader in sustainable food chain investing, in its new platform investment in Registrar Corp., a leading provider of supply chain compliance software and services to domestic and foreign food and beverage, medical device, pharmaceutical, and cosmetic customers.</li><li>Silver Crest Acquisition Corporation in its $1.7 billion business combination with TH International Limited (Tims China), a master franchisee and operator of Tim Hortons coffee shops in China.</li><li>Sky Harbour LLC in its $777 million business combination with Yellowstone Acquisition Company.</li><li>SoftBank Group Corp., as the largest investor in WeWork, in WeWork’s $9 billion business combination with BowX Acquisition Corp.</li><li>Leading provider of patient access and engagement platform in its sale to a publicly listed company.</li><li>ON Semiconductor Corporation in its adoption of a shareholder rights plan.</li><li>Whitestone REIT in its adoption of a shareholder rights plan.</li><li>Exantas Capital Corp. in the acquisition of its external management contract by ACRES Capital Corp. from C-III Capital Partners LLC, and $375 million financing from MassMutual and Oaktree Capital Management.</li><li>NTT Communications Corporation and Secure-24 in the acquisition of SymSoft Holding Inc. and Symmetry Holding Inc. from Symmetry Holdings, LLC, a portfolio company of Great Hill Equity Partners.</li><li>Kirin Holdings Company, Limited in its acquisition of approximately 40% of the capital stock of Thorne Holding Corp.</li><li>Rao’s Specialty Foods, Inc. in its sale to Sovos Brands, an affiliate of funds managed by Advent International.</li><li>JERA in its sale of a minority interest in Cricket Valley Energy Center to Development Bank of Japan.</li><li>JERA in the acquisition of a 43% stake in Cricket Valley Energy Center, the developer of a 1,000 MW natural gas-fired power plant located in Dover, New York.</li><li>Renesas Electronics in its $3.2 billion acquisition of Intersil Corporation.</li><li>DaVita HealthCare Partners in its acquisition of Renal Ventures Limited.</li><li>Inovalon Holdings, Inc. in its acquisition of Creehan Holding Co., Inc.</li><li>Inovalon Holdings, Inc. in its acquisition of Avalere Health, Inc.</li><li>GLP Pte. Ltd. in the acquisition of a $4.55 billion U.S. logistics portfolio from Industrial Income Trust.</li><li>JLB Group, LLC in its acquisition of Sneakz, LLC.</li><li>Futamura Chemical Co., Ltd. in its acquisition of the cellulose business of Innovia Films.</li><li>Kirin Holdings Company, Limited in its acquisition of approximately 24.5% of the capital stock of The Brooklyn Brewery Corporation.</li></ul>

Joseph Sulzbach

Shams Haidari is a corporate associate in the Washington D.C. office of Morrison Foerster.Shams advises public and private clients on a wide range of corporate matters, including mergers and acquisitions, joint ventures, restructurings, and financings.Prior to joining the firm, Shams was an associate at another international law firm, where she advised on transactions and tax matters.Shams received her J.D. from Harvard Law School, where she served as the Tax Chair for the Harvard Association for Law & Business, Executive Editor for the Harvard Business Law Review, and Submissions Reviewer for Harvard Environmental Law Review.Shams holds a B.A., summa cum laude, from University of Pennsylvania.Shams is fluent in Arabic.

Shams Alaa Haidari

Associate

Chris Rolle is a corporate associate in the firm’s Washington, D.C. office.Before joining Morrison Foerster as an associate, Chris was a summer associate in the Northern Virginia office.Chris earned his J.D. from the Georgetown University Law Center. While in law school, Chris was an articles editor for the Georgetown Journal of Legal Ethics, an intern for the U.S. Department of Justice (Antitrust Division), and an intern for the U.S. Securities and Exchange Commission (Division of Enforcement).He holds a B.A. in Politics and International Affairs from Wake Forest University.<h4 dir="ltr">Representative Experience</h4><ul><li>Represented U.S. Silica Holdings, Inc. (NYSE: SLCA) in its $1.85 billion sale to entities affiliated with Apollo Global Management.</li><li>Represented Unity Software Inc. (NYSE: U) in connection with its $1 billion convertible notes offering to affiliates of Silver Lake and Sequoia Capital.</li><li>Represented eBay Inc. (Nasdaq: EBAY) in a $2.5 billion offering of senior unsecured notes under its existing shelf registration statement.</li><li>Represented the underwriters in connection with a registered offering of $1.5 billion of fixed rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc.</li><li>Represented UDR, Inc. (NYSE: UDR) in connection with multiple public offerings of debt and equity securities resulting in proceeds in excess of $1 billion.</li><li>Represented NorthStar Healthcare Income, Inc., a public non-listed real estate investment trust that owns a diversified portfolio of senior housing properties, in its $900 million all-cash sale to an affiliate of Welltower Inc. (NYSE: WELL), a real estate investment trust that invests in healthcare infrastructure.</li><li>Represented Washington Gas Light Company in connection with multiple private debt offerings for an aggregate principal amount of $800 million.</li><li>Represented Southwest Gas Holdings, Inc. (NYSE: SWX) in an at-the-market offering of up to $500 million in common stock.</li><li>Represented Anzu Special Acquisition Corp I (Nasdaq: ANZU.U) in its $420 million initial public offering of common stock and subsequent business combination with Envoy Medical Corporation (Nasdaq: COCH), a leader in producing and designing hearing implants.</li><li>Represented Robert W. Baird & Co. and Goldman Sachs & Co. LLC as sales agents for Watsco, Inc. (NYSE: WSO) in an at-the-market offering of up to $300 million in common stock.</li><li>Represented the sales agents, led by BofA Securities, Inc., in an at-the-market offering of up to $250 million in common stock of Tanger Factory Outlet Centers, Inc. (NYSE: SKT).</li><li>Represented the underwriters in connection with multiple public offerings of common stock of Landsea Homes Corporation (Nasdaq: LSEA) resulting in aggregate proceeds of $170 million.</li><li>Represented Upland Software Inc. (Nasdaq: UPLD) in connection with a $115 million strategic investment from a private equity firm in the form of a new class of convertible preferred stock.</li><li>Represented Sky Harbour LLC (NYSEAMERICAN: SKYH), a developer of private aviation infrastructure, in connection with its business combination with Yellowstone Acquisition Company and subsequent follow-on offerings, including multiple private offerings of common stock resulting in aggregate proceeds of $130 million and an at-the-market offering of up to $100 million in common stock.</li><li>Represented DevvStream Holdings Inc. (Nasdaq: DEVS), a leading developer and manager of technology-based carbon credits and related sustainability solutions, in its business combination with Focus Impact Acquisition Corp.</li><li>Represented Piper Sandler Companies as placement agent in multiple private placements with an aggregate deal value of over $192 million.</li></ul>

Chris Rolle

Steve Albrigo is an associate in the firm’s Capital Markets and Public Company Advisory & Governance practices.Steve represents both issuers and underwriters in a variety of corporate and securities law matters, including offerings of common and preferred equity and debt securities, as well as tender offers and exchange offers. In addition, he advises public company clients regarding compliance with the U.S. federal securities laws and the requirements of the New York Stock Exchange and Nasdaq. Steve also represents public and private companies on a variety of general corporate governance matters, including Exchange Act reporting.Steve earned his J.D. from the Georgetown University Law Center. While in law school, he was an intern at the U.S. Securities and Exchange Commission (SEC) in the Division of Enforcement.Steve holds a B.S. in public policy and administration from James Madison University.<h4>Representative Experience</h4><ul><li>Represented Plymouth Industrial REIT, Inc. in its $2.1 billion sale to affiliates of Makarora Management LP and Ares Alternative Credit funds.</li></ul><ul><li>Represented NorthStar Healthcare Income, Inc. in its $900 million sale to an affiliate of Welltower Inc. </li><li>Represented Fannie Mae, a federally chartered corporation, in its $1.71 billion, $1.8 billion and $2.0 billion fixed-price cash tender offers for any and all Connecticut Avenue Securities (CAS) Notes.</li><li>Represented the dealer manager in connection with Office Properties Income Trust’s (Nasdaq: OPI) exchange offers of an aggregate principal amount of approximately $865 million of existing notes for new 9.000% senior secured notes due 2029 and exchange offers of existing notes for new 8.000% senior priority guaranteed unsecured notes due 2030.</li><li>Represented the initial purchasers in connection with Office Properties Income Trust’s (Nasdaq: OPI) Rule 144A offering of approximately $300 million of 9.000% senior secured notes due 2029.</li><li>Represented the initial purchasers in connection with Diversified Healthcare Trust’s (Nasdaq: DHC) Rule 144A offering of approximately $941 million of zero coupon senior secured notes due 2026 and its Rule 144A offering of approximately $375 million of 7.250% senior secured notes due 2030.</li><li>Represented McKesson Corporation (NYSE: MCK) in its registered offering of $500 million of 4.250% Notes due 2029, and its registered offering of $400 million of 4.900% Notes due 2028 and $600 million of 5.100% Notes due 2033, concurrent tender offer to purchase a portion of its outstanding 3.796% Notes due 2024, and subsequent satisfaction and discharge of the remaining outstanding notes.</li><li>Represented onsemi (Nasdaq: ON) in its Rule 144A offering of $1.5 billion of 0.50% Convertible Senior Notes due 2029.</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>Represented the underwriters in connection with multiple underwritten secondary offerings of common stock of Landsea Homes Corporation (Nasdaq: LSEA) in the aggregate of approximately $167 million.</li><li>Represented the underwriters in connection with the approximately $209 million underwritten secondary offering of common stock of BrightSpire Capital, Inc. (NYSE: BRSP) by DigitalBridge Group, Inc.</li><li>Represented Robert W. Baird & Co. as sales agents in connection with Watsco, Inc.’s (NYSE: WSO) at-the-market offering of up to $400 million in common stock.</li><li>Represented the sales agents in connection with Tanger, Inc.’s (NYSE: SKT) at-the-market offering of up to $400 million in common stock.</li><li>Represented the sales agents in connection with Plymouth Industrial REIT, Inc.’s (NYSE: PLYM) at-the-market offering of up to $200 million in common stock.</li></ul>

Stephen Albrigo

Cameron Lakin is an associate in Morrison Foerster’s Washington, D.C. office and a member of the firm’s Business Restructuring & Insolvency group.Cameron earned his J.D. from Georgetown University Law Center, where he served as outreach editor for the Georgetown Journal of International Law and as a law fellow for the Legal Research and Writing program. While in law school, Cameron worked as an intern at the United States District Court for the Western District of Tennessee and as a student attorney in the Social Enterprise and Nonprofit Law clinic.Cameron holds a B.A., summa cum laude, from the George Washington University where he was elected to Phi Beta Kappa. He also holds an M.A. in Art History from the George Washington University.

Cameron Lakin

Domnick advises the firm’s clients on all matters relating to executive compensation, with a focus on compensation and benefits aspects of corporate transactions, including mergers, spin-offs and initial public offerings. Domnick also advises a broad range of clients on design and implementation of equity and cash-based incentive arrangements (including compensatory partnership interests), severance, change in control and executive employment agreements, non-qualified deferred compensation plans and related issues concerning tax (including sections 280G and 409A) and securities law issues. His clients range from Fortune 500 companies to emerging growth companies.Domnick also works regularly with public companies in preparing executive compensation disclosures for annual proxy statements and merger proxies, as well as advising on section 16 and other securities law and stock exchange issues relating to equity-based compensation.

Domnick Bozzetti

Yuan Xia is a partner in Morrison Foerster’s Palo Alto office. She is a member of the firm’s Executive Compensation + Benefits practice.Yuan’s practice focuses on the transactional aspects of executive compensation matters in the context of domestic and cross-border mergers, acquisitions, divestitures, public offerings and restructurings. Yuan regularly counsels public companies, private equity funds, and startup companies on the design and implementation of equity, incentive and non-qualified deferred compensation agreements, change in control, retention and severance, and executive employment agreements. Yuan also has distinct experience advising public companies on executive compensation disclosures for annual proxy statements and merger proxies, initial public offerings and Form 8–Ks. Yuan was recognized by Legal 500 US as a Rising Star in Employee Benefits, Executive Compensation and Retirement Plans (Transaction) for 2024.Prior to joining the firm, Yuan was an associate at another international law firm headquartered in New York.

Yuan Xia

Arton Falahati is an associate in the San Francisco office of Morrison Foerster and member of the firm’s Executive Compensation + Benefits practice.Prior to joining the firm, Arton was a Legal Intern for a Fortune 500 consumer products company, an investor-owned utility company, as well as a webcasting and virtual event technology company. Arton earned his J.D. from the University of California, Davis School of Law, where he served as Staff Editor for the Business Law Journal and Research Editor for the Social Justice Law Review. He also served as the Vice President of the Middle Eastern North African South Asian Law Students Association. He also holds a Master of Education from University of Maryland, College Park, and a B.A., magna cum laude, from San Jose State University.

Arton Falahati

Shane Shelley is a partner in the Federal Tax Group and is based in Morrison Foerster’s San Diego office. He has a comprehensive tax practice with a focus on U.S. federal income tax matters.Shane advises on the tax aspects of most business transactions, including M&A, fund formations, joint ventures, spin-offs and divestitures, international structuring, capital markets offerings, and venture capital investments. In addition to his general tax practice, he offers a vast depth of knowledge in a variety of complex tax areas, including REITs and real estate, renewable energy, and financial products. He counsels his REIT and real estate clients regarding tax compliance and structuring in connection with their significant offerings, M&A transactions, U.S. and non‑U.S. fund formations and joint ventures, property contributions, like-kind exchanges, and other transactions. He advises clients in the renewable energy sector with respect to tax matters through all phases of project development, including project M&A, “beginning of construction” issues, tax equity structuring matters, and the monetization of tax benefits. Clients have described Shane as “one of the brightest tax minds” they have ever worked with, having “the rare ability to simultaneously think like a tax expert and a business leader.”Shane is Chambers-ranked in the areas of both Tax and REITs and is recommended by Legal 500, Taxes, Non-Contentious and International. He is the author or co-author of a number of articles, including Federal Income Tax Considerations in Going Private Transactions, Tax Considerations for Venture Capital and Technology-Related Start-Ups, and the Taxation of REITs and Shareholders in PLI’s Tax Practice Series. He speaks and lectures regularly on a variety of tax topics. Shane is an adjunct professor at the University of San Diego School of Law, where he teaches partnership taxation and the taxation of REITs and related real estate transactions. He is also a Fellow of the American College of Tax Counsel.

Shane M. Shelley

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.