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MoFo Advises Buyer Group in Acquisition of over 100 Hooters Restaurants

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Morrison Foerster is representing Hooter’s Inc. and Hoot Owl Restaurants, L.L.C. in the acquisition of over 100 restaurants from...

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Morrison Foerster is representing Hooter’s Inc. and Hoot Owl Restaurants, L.L.C. in the acquisition of over 100 restaurants from Hooters of America LLC, an iconic casual dining and sports entertainment chain, which filed for Chapter 11 protection on March 31st in the U.S. Bankruptcy Court. The acquisition is subject to the entry by the Bankruptcy Court of a sale order and the satisfaction of certain other closing conditions.The MoFo team is led by New York bankruptcy partner Benjamin Butterfield, Denver corporate partner Chuck Cotter, New York M&A partner Joseph Sulzbach, New York bankruptcy associate Ilayna Guevrekian, New York corporate associates Vonnie Nam and Sahana Ragunathan, and San Francisco corporate associate Ryan Gopar Ramirez.

MoFo Advises Buyer Group in Acquisition of over 100 Hooters Restaurants

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Ben Butterfield is a partner in the Business Restructuring + Insolvency Group in the New York office of Morrison Foerster.Ben has represented debtors, secured creditors, unsecured creditors, official creditors’ committees, and directors and officers in complex restructuring transactions, including both out-of-court financial restructurings and chapter 11 proceedings. Ben has also represented clients in connection with international insolvency-related matters, including litigation-oriented matters as well as transactional work. He is also a member of our global Sustainability + Corporate Responsibility steering committee.Prior to joining Morrison Foerster, Ben was an associate in the New York office of another large law firm. He earned his J.D. from the New York University School of Law.Ben is admitted to practice in New York.

Benjamin Butterfield

Partner

Chuck Cotter is a partner in the firm’s Emerging Company + Venture Capital practice group in Denver.Chuck advises venture and growth stage companies, helping them to successfully raise capital, negotiate key agreements, manage investor and board dynamics, and through exit. Chuck also regularly advises investment funds in placing capital into consumer products, agtech, and food tech companies. He excels as a practical, business-minded advisor.With sophisticated experience in the consumer products space, including food, beverage, personal care, beauty, and fashion, Chuck has represented such companies and funds in over 200 financing and M&A transactions.Chuck has been recognized by Chambers USA for Corporate M&A and by The Best Lawyers in America for M&A and Venture Capital. He has also been named MVP in Food & Ag by Law360.Prior to joining Morrison Foerster, Chuck was a partner at a national law firm and the leader of their Food, Beverage, and Consumer Products industry group. Before that, he was a partner and chair of the Consumer Products industry group at an Am Law 100 firm.<h4>Representative Experience</h4><ul><li>Crumbl Cookies, in its minority investment from TSG Consumer Partners, supporting continued franchise expansion and growth.</li><li>Grüns, in its Series B preferred stock financing, including a $10 million primary investment at a $500 million post-money valuation led by Headline Global Growth and a $25 million secondary tender offer, with conversion of outstanding SAFEs and convertible notes.</li><li>David Protein (aka Linus Technology, Inc.), a cutting-edge brand offering high-protein, low calorie nutrition and redefining how we think about fat, in its Series A financing and its acquisition of the company behind EPG –a plant-based fat substitute that replicates texture and mouthfeel of traditional fat.</li><li>GroundForceCapital, an investment firm seeking to invest in companies in the consumer food and beverages sector that aim to improve health and longevity of people and the planet, in its participation in the Series E financing of Liquid Death, a disruptive hydration company valued at $1.4 billion.</li><li>Goat Rodeo Capital Advisors LLC, a venture capital fund focusing on early-stage opportunities in the alcohol beverage space, in its participation in the Series B financings of The Lemon Perfect Company, a celebrity-backed, ready-to-drink hydration company.</li><li>Sweetwood Smoke & Co., maker of FATTY Smoked Meat Sticks, in its sale to Conagra Brands (NYSE: CAG), one of North America’s leading branded food companies.</li><li>Caulipower, the #1 better-for-you, gluten-free, and cauliflower crust frozen pizza brand in America, in its sale to Urban Farmer, a portfolio company of Paine Schwartz Partners and a fully integrated producer of specialty dough products for leading brands and major retailers across North America.</li><li>Hooters, Inc., and Hoot Owl Restaurants LLC in restructuring transactions that would allow for the acquisition of more than 100 Hooters of America-owned restaurants.</li><li>NextWorldLLC, in the sale of The Citizenry, a direct-to-consumer, socially conscious home decor brand, to Havenly, a leading interior design service and home furnishings company.</li></ul>

Chuck Cotter

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

Ilayna Guevrekian is an associate in the Business Restructuring + Insolvency Group in the New York office of Morrison Foerster.Ilayna has experience in bankruptcy and corporate restructuring proceedings involving chapter 11 trustee, debtor, and creditor representations. Prior to joining Morrison Foerster, Ilayna served as a judicial law clerk for the Honorable Lisa G. Beckerman of the United States Bankruptcy Court for the Southern District of New York. She also served as a judicial intern for the Honorable Conrad D. Singer of the New York State Supreme Court and held several internships and jobs with New York law firms, including working as a summer associate.Ilayna earned her J.D. from St. John’s University School of Law and a B.A. in psychology and political science from Stony Brook University. During law school, Ilayna served as the executive research editor of the American Bankruptcy Institute Law Review and a senior staff member of the Commercial Division Online Law Report and the Dispute Resolution Society. She also worked as a constitutional law teaching fellow.

Ilayna Guevrekian

Associate

Ryan Ramirez is an associate in Morrison Foerster’s San Francisco office and a member of the firm’s Transactions Department.Ryan earned his J.D. from the University of California College of the Law San Francisco, where he served as a tutor for the Legal Education Opportunity Program, a research assistant for the First-Generation Program, and a teaching assistant for Civil Procedure.During law school, Ryan studied abroad at the Università Bocconi in Milan, Italy. He also participated in the UCDC Law Program, where he served as a law clerk at the U.S. Senate Judiciary Committee for the Office of Senator Hirono in Washington, D.C. Ryan also spent two summers with Morrison Foerster as a Wetmore Fellow and summer associate in San Francisco.Ryan received his B.A. cum laude in sociology from Sonoma State University.

Ryan Gopar Ramirez

Mergers + Acquisitions