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MoFo Advises Southwest Gas Holdings, Inc. in completing its approx. $1.62b separation from Centuri Holdings, Inc.

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Morrison Foerster advised Southwest Gas Holdings, Inc. (“Southwest Gas”) (NYSE: SWX) and Centuri Holdings, Inc. (“Centuri”)...

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Morrison Foerster advised Southwest Gas Holdings, Inc. (“Southwest Gas”) (NYSE: SWX) and Centuri Holdings, Inc. (“Centuri”) (NYSE: CTRI), a former subsidiary of Southwest Gas, in Southwest Gas’s full separation from Centuri, which was completed on September 5, 2025. The final step of the separation was affected through a follow-on offering of 27,362,210 existing shares of Centuri’s common stock held by Southwest Gas, which closed on September 5, 2025. Southwest Gas received gross proceeds of approximately $536 million from the final follow-on offering.MoFo has been working with each of Southwest Gas and Centuri towards this separation since 2022, which included <a href="/resources/news/240423-mofo-advises-southwest-gas-holdings" target="_self">the $327.7 million Centuri IPO and concurrent private placement in 2024</a> and a series of four underwritten offerings and three private placements in 2025. Southwest Gas received aggregate gross proceeds of approximately $1.29 billion in the 2025 follow-on offerings and private placements.The MoFo team on the securities offerings was led by Austin capital markets partner John Hensley and Washington, D.C. capital markets partner Justin Salon, and included New York capital markets associate Carolina Bernal-Ramirez, Austin capital markets associate Eric Harper, Washington, D.C. capital markets associate Elizabeth McGuire, and Austin capital markets associate Melissa Flocks. New York tax partners Richard Nugent and Anthony Carbone, and Los Angeles tax partner Dave Sturgeon provided tax counsel on the matter.The process for the overall separation transaction, was led by Brandon C. Parris, who is a San Francisco M&A partner and co-chair of the Global Transactions Dept. The broader MoFo team on the overall separation also included San Francisco M&A partner Mike O’Bryan, New York M&A partner Joe Sulzbach, New York tax partners Richard Nugent and Anthony Carbone, Palo Alto securities litigation partner Erik Olson, and Miami M&A associate Gabriella Fortun. Read the <a href="https://www.swgasholdings.com/news-releases/news-release-details/southwest-gas-holdings-announces-completion-centuri-separation" target="_blank">press release</a>.

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John Hensley is a partner in the firm’s Capital Markets and Public Company Advisory & Governance practices. He represents publicly and privately held companies in a variety of corporate and securities law matters.John represents both issuers and underwriters in initial public offerings, follow-on offerings and private placements, including offerings of common and preferred equity, debt, and convertible debt. In addition, John regularly advises numerous public company clients regarding general business matters, corporate governance issues and compliance with the U.S. federal securities laws and the requirements of the New York Stock Exchange and Nasdaq.<h4 dir="ltr">Representative Experience</h4><ul><li>Represented Carlsmed, Inc. (Nasdaq: CARL) in connection with its $100.5 million initial public offering</li><li dir="ltr">Represented Arm Holdings plc (NASDAQ:ARM), the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023</li><li dir="ltr">Represented Centuri Holdings and parent company Southwest Gas Holdings in $353 million IPO and concurrent private placement</li></ul><ul dir="ltr"><li dir="ltr">Represented Krystal Biotech, Inc. (NASDAQ:KRYS) in multiple equity offerings, with an aggregate value of approximately $635 million</li><li dir="ltr">Represented Southwest Gas Holdings, Inc. in its $238.4 million public offering of common stock</li><li dir="ltr">Represented UDR, Inc. (NYSE:UDR) in connection with multiple public debt offerings with an aggregate value of approximately $1.3 billion and in connection with multiple public equity offerings with an aggregate value of over $2 billion</li><li dir="ltr">Advised eBay Inc. (NASDAQ:EBAY) in connection with a $1.15 billion offering of senior unsecured notes under its existing shelf registration statement and in connection with a $2.5 billion offering of senior unsecured notes under its existing shelf registration statement</li><li dir="ltr">Advised Sky Harbour LLC, a developer of private aviation infrastructure, in connection with its business combination agreement with Yellowstone Acquisition Company (NASDAQ: YSAC, YSACU, and YSACW), a publicly traded SPAC sponsored by Boston Omaha Corporation (NASDAQ:BOMN); as part of the business combination with Sky Harbour, a subsidiary of Boston Omaha purchased 10,000,000 shares of Yellowstone Class A common stock and acquired additional shares of Class A common stock and warrants to purchase Class A common stock as Yellowstone’s sponsor.</li><li dir="ltr">Represented Vontier Corporation (NYSE:VNT) in connection with its 144A private offering of $1.6 billion in senior notes</li><li dir="ltr">Represented Education Realty Trust, Inc. (NYSE:EDR) in connection with multiple public offerings of debt and equity securities resulting in proceeds in excess of $2.0 billion</li><li dir="ltr">Represented Farmland Partners Inc. (NYSE:FPI) in its $53.2 million initial public offering, its $46.5 million and $37.0 million follow-on offerings, and its $25.0 million at-the-market equity offering</li><li dir="ltr">Represented the underwriters in connection with registered offerings of over $33 billion of fixed and floating rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc</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 the underwriters in connection with Plymouth Industrial REIT’s approximately $58 million initial public offering, multiple follow-on offerings of common stock, and $45 million offering of preferred stock</li><li dir="ltr">Represented Southwest Gas Corporation in multiple registered debt offerings of over $1.6 billion in the aggregate</li><li dir="ltr">Represented Vonage Holdings Corp. in connection with its $300 million Rule 144A offering of convertible notes</li><li dir="ltr">Represented MedEquities Realty Trust, Inc. (NYSE:MRT) in its $275 million initial public offering</li><li dir="ltr">Represented Inovalon Holdings, Inc. (NASDAQ:INOV) in its $685 million initial public offering</li><li dir="ltr">Represented Veeco Instruments Inc. (NASDAQ:VECO) in two 144A convertible notes offerings of $425 million in the aggregate</li><li dir="ltr">Represented onsemi (NASDAQ:ON) in its $500 million Rule 144A offering of 1.625% senior convertible notes and in its $700 million offering of 3.875% senior unsecured notes</li><li dir="ltr">Represented the sales agents in connection with Equity Residential’s (NYSE:EQR) at-the-market offering program of 13 million common shares</li><li dir="ltr">Represented the underwriters in connection with the establishment of a $300 million at-the-market (ATM) equity offering program by Apple Hospitality REIT</li></ul>

John Hensley

Partner

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 dir="ltr">As designated underwriters’ counsel to Royal Dutch Shell Plc, represented the underwriters in connection with registered offerings of more than $30 billion of fixed and floating rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc.</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 R. Salon

Brandon Parris is a corporate partner and serves as co-chair of the firm's Global Transactions Department.Described as “an exceptional attorney with significant experience and knowledge” by a client in IFLR1000, Brandon Parris maintains an active corporate practice focused on strategic transactions, including complex public and private mergers, tender offers, acquisitions, divestitures, joint ventures and strategic investments.He represents U.S. and global clients, boards of directors, special committees, management teams and companies in a variety of industries, including technology, gaming, energy, media, consumer goods and services, and financial services.Brandon also maintains a public company practice. He advises members of executive management, boards of directors, and special committees on strategic and corporate governance issues, and counsels numerous public companies on all aspects of public company issues.Brandon is regularly recognized as a leader in his field, including being named as a 2020 "Dealmaker of the Year" by The American Lawyer, a 2019 "M&A MVP" by Law360, and a 2019-2020 "Top 100 Leading Lawyer" by the Daily Journal. He has also been recognized by rankings publications including Chambers USA, IFLR1000 and Legal 500, with a client describing him in Chambers USA as “excellent at identifying the critical issues within a transaction and methodically addressing and solving each one in order. He has a superior knowledge of what is 'market' on various terms and he uses this to solve problems.”Brandon formerly served as co-chair of Morrison Foerster's Global M&A Practice Group.

Brandon Parris

Co-Chair of Transactions Department

Mike advises on U.S. and international mergers, acquisitions, divestitures, and other strategic transactions, including “going private” and other related-party transactions. He has advised companies, boards, and special committees, as well as investment banks, in both negotiated and contested transactions. He works with clients across a variety of industries, including in the technology, software, telecommunications, agtech, consumer, and healthcare/life sciences sectors.Mike has been ranked in numerous publications including Chambers USA, The Legal 500, and Best Lawyers in America. Clients in The Legal 500 describe Mike as “a very seasoned M&A lawyer with a depth of technical expertise.” He has been recognized for M&A by Best Lawyers in America every year since 2013, and in 2021 the publication named him a “Lawyer of the Year” for M&A. He has also been recognized in Who’s Who Legal – The International Who’s Who of Mergers & Acquisitions Lawyers.Before moving to San Francisco, he worked in the firm’s Tokyo office for four years. Prior to joining Morrison & Foerster, he worked at a Japanese law firm for two years, concentrating on cross–border transactions. He serves on the board of directors of the Japan Society of Northern California.Mike is the immediate past chair of the American Bar Association’s M&A Committee, where he also served as co-editor of the Model Tender Offer Agreement, on the editorial board for the Model Public Company Merger Agreement, as senior reviewer of the forthcoming Revised Model Asset Purchase Agreement, and as the editor of the Annual Survey of M&A Cases. While chair, he co-founded the Committee’s national law student M&A negotiating competition.He also has served on M&A advisory boards, such as the Law360 M&A editorial board and the Thomson Reuters Accelus Business Law Partner advisory board. He is also a member of our global Environmental, Social, and Governance (ESG) steering committee. He is the author or co-author of numerous articles and speaks regularly on M&A and related topics. He leads efforts around the firm’s annual Key M&A Trends report, recognized as a “Top Read Article” by JD Supra Readers’ Choice Awards.

Michael G. O'Bryan

Joe Sulzbach is a partner in the Transactions Department, focusing on mergers and acquisitions and private equity. 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), industrial, chemicals, consumer goods and retail, energy, healthcare and pharmaceuticals, 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, Evercore Partners, Greenhill, Ducera Securities, and Solomon Partners.Select examples of Joe’s experience include the following representations:<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

Carolina Bernal-Ramirez is a corporate associate in the firm’s New York office.Carolina’s practice focuses on representing public and private companies in domestic and cross-border transactions. She advises clients on initial public offerings, high yield debt offerings, follow-on offerings, and deSPAC transactions.Prior to joining Morrison Foerster, Carolina was a corporate associate in the New York office of another American multinational law firm, where her practice focused primarily on capital markets transactions. Carolina earned her J.D. and LL.M degrees at Duke University School of Law, where she served as communications director for the Duke Bar Association. During that period, she was also awarded the Dean’s Award for Torts and the James S. Bidlake Memorial Award for Superior Achievement in Legal Analysis, Research, and Writing.Prior to attending Duke, Carolina worked as an associate at a Colombian law firm, where she advised clients on real estate transactions and restructuring, among other general corporate and commercial matters. She speaks fluent Spanish.

Carolina Bernal

Associate

Eric Harper is an associate in the firm’s Capital Markets group, based in the Austin office. Eric represents both issuers and underwriters in securities offerings, including initial public offerings, follow-on offerings, and private placements. In addition, he also advises public company clients regarding compliance with the U.S. federal securities laws and the requirements of the New York Stock Exchange and Nasdaq. Eric also represents clients in a variety of other corporate and securities matters, including mergers and acquisitions, as well as general corporate governance and compliance matters. Prior to joining Morrison Foerster, Eric was an associate in the Capital Markets practice group at another international law firm. Eric received his LL.M., with merit, from the LSE Law School, where he specialized in corporate and securities law. He earned his J.D., magna cum laude, from Louisiana State University’s Paul M. Herbert Law Center, where he was a member of the Order of the Coif. Prior to law school, he received his B.A. from Louisiana State University. <h4>Representative Experience </h4><ul><li>Represented Carlsmed, Inc. (Nasdaq: CARL) in connection with its $100.5 million initial public offering. </li><li>Represented Centuri Holdings, Inc. (NYSE: CTRI) and parent company Southwest Gas Holdings, Inc. (NYSE: SWX) in connection with the IPO and follow-on offerings with an aggregate value of approximately $1.62 billion. </li><li>Represented Southwest Gas Holdings, Inc. (NYSE: SWX) in connection with the launch of its $340 million at-the-market equity offering program. </li><li>Represented Skye Bioscience, Inc. (Nasdaq: Skye), a clinical-stage biotechnology company focused on advancing new therapeutic pathways for obesity and other metabolic health disorders, in an at-the-market offering of up to $100 million in common stock and multiple private placements with an aggregate value of approximately $90 million. </li><li>Represented Celadon Partners in connection with a $47.6 PIPE investment into Senti Biosciences, Inc. (Nasdaq: SNTI). </li><li>Represented Perceptive Advisors in connection with a $168.8 million PIPE investment into Outset Medical, Inc. (Nasdaq: OM). </li><li>Represented SoftBank Group in its sale of 90.1% equity in Fortress Investment Group to Mubadala Investment Company, through its wholly owned asset management subsidiary Mubadala Capital. </li><li>Represented Snow Software, Inc., a technology intelligence platform, on its acquisition by Flexera Software, a data-oriented SaaS solution company. </li><li>Represented Builder Homesite, Inc., the largest new construction home listings platform in the United States, in connection with its sale to Zonda, the leading provider of data‑driven housing market solutions for the homebuilding industry.</li></ul>

Eric Harper

Elizabeth McGuire is a corporate associate in the firm’s Washington, D.C. office, where she represents both issuers and underwriters in securities offerings, including initial public offerings, follow-on offerings and private placements. Elizabeth regularly advises non-listed REIT clients with respect to compliance with U.S. federal securities laws, state Blue Sky laws and FINRA rules. She also advises public companies on corporate governance and general securities law compliance. Elizabeth earned her J.D. from the Georgetown University Law Center. While in law school, Elizabeth worked as a staff editor for The Georgetown Journal of Gender and the Law and as an intern for the U.S. Securities and Exchange Commission in the Division of Enforcement.Elizabeth holds a B.A. in psychology from Duke University.<h4>Representative Experience</h4><ul><li>Represented U.S. Silica Holdings, Inc. (NYSE: SLCA) in connection with its $1.85 billion sale to entities affiliated with Apollo Global Management (NYSE: APO)</li><li>Represented Southwest Gas Holdings (NYSE: SWX) in connection with launch of $340 million at-the-market (ATM) equity offering program </li><li>Represented Centuri Holdings, Inc. (NYSE: CTRI) and parent company Southwest Gas Holdings, Inc. (NYSE: SWX) in $353 million IPO and concurrent private placement</li><li>Represented Ares Industrial Real Estate Income Trust Inc. in connection with its securities offerings and ongoing corporate governance and securities compliance matters, including the negotiation of distribution and platform agreements</li><li>Represented Anzu Special Acquisition Corp I (NASDAQ: ANZUU) in its merger with Envoy Medical Corporation (NASDAQ: COCH)</li><li>Represented Softbank in connection with its acquisition of Berkshire Grey (NASDAQ: BGRY)</li></ul>

Elizabeth McGuire

Melissa Flocks is a corporate associate in the firm’s Austin office, where she represents both issuers and underwriters in securities offerings, including initial public offerings, follow-on offerings, and private placements. Melissa regularly advises public companies on corporate governance and general securities law compliance, such as Exchange Act reporting requirements. She also advises non-listed REIT clients with respect to compliance with U.S. federal securities laws, state blue sky laws, and FINRA rules.Melissa earned her J.D. from The George Washington University Law School, where she was a student attorney at the Small Business Community and Economic Development Clinic and a member of the Federal Circuit Bar Journal. Melissa holds a B.A., cum laude, from Vanderbilt University.<h4>Representative Experience </h4><ul><li>Represented Centuri Holdings, Inc. (NYSE: CTRI) and parent company Southwest Gas Holdings, Inc. (NYSE: SWX) in a $353 million IPO and concurrent private placement. </li><li>Represented the sales agents, forward sellers, and forward purchasers in connection with Plymouth Industrial REIT, Inc.’s (NYSE: PLYM) launch of a $200 million at-the-market equity offering program. </li><li>Represented Southwest Gas Holdings (NYSE: SWX) in connection with the launch of its $340 million at-the-market equity offering program. </li><li>Represented the underwriters in connection with the public offering of $600 million aggregate principal amount of 4.650% notes due in 2034 by ERP Operating Limited Partnership, a subsidiary of Equity Residential (NYSE: EQR).</li><li> Represented McKesson Corporation (NYSE: MCK) in its registered offering of $500 million of 4.250% notes due in 2029 and subsequent redemption of 5.250% notes due in 2026. </li></ul>

Melissa Flocks

Richard Nugent is a partner in the firm’s New York office and chair of its Tax practice.Richard has over 25 years of experience advising on the tax aspects of complex transactions including public and private M&A, spin-offs, joint ventures, internal restructurings, and financings and capital markets transactions. He also advises debtors and creditors within and outside of bankruptcy.Richard has been recognized in Chambers USA, where he is praised as “an extremely knowledgeable and dedicated attorney” and “well-versed in communicating complex issues.” The Legal 500 describes Richard as having a “deep understanding of the business, including product supply, marketing, and distribution” which clients describe as “priceless when representing us in deal matters.” Prior to joining Morrison Foerster, Richard was a tax partner at another international law firm in New York. He serves on the Executive Committee of the New York State Bar Association Tax Section and is a member of the Tax Forum. A sought-after speaker, Richard frequently presents on tax topics for Practising Law Institute programs.Richard holds an LL.M. with distinction from Georgetown University, a J.D. with honors from Rutgers School of Law – Newark, and a B.A., summa cum laude, from Saint Peter’s University. He also served as a law clerk to Judge Richard F. Suhrheinrich of the U.S. Court of Appeals, Sixth Circuit and Judge Robert P. Ruwe of the U.S. Tax Court.<h4>Representative Experience</h4><ul><li>Represented Centuri Holdings and parent company Southwest Gas Holdings in $238 million public offering of common stock</li><li>Represented Paine Schwartz Partners, a global leader in sustainable food chain investing, in its investment in Chex Finer Foods, a value-added specialty food distributor</li><li>Represented the board of Continental Disc Corporation, a portfolio company of Tinicum, in connection to its sale to Baker Hughes, an energy technology company</li><li>Represented Hooter’s Inc. and Hoot Owl Restaurants, L.L.C. in the acquisition of over 100 restaurants from Hooters of America LLC, which filed for Chapter 11 protection on March 31st in the U.S. Bankruptcy Court</li><li>Represented Centuri Holdings and parent company Southwest Gas Holdings in $353 million IPO and concurrent private placement</li><li>Represented C2 Capital Partners in its investment in Stella & Chewy’s, a leading North American pet food manufacturer</li></ul>

Richard Nugent

Chair of the Tax Practice

Anthony J. Carbone is a partner in our New York Office and the former chair of the Tax practice. His practice focuses on tax planning strategies and the tax consequences of a wide range of business, investment and capital markets transactions in the U.S. and internationally.He advises clients on all forms of mergers and acquisitions, reorganizations, fund formation and leveraged buyouts representing private equity funds, deal sponsors, investment banks, commercial banks and hedge funds, as well as venture capital, real estate and other funds (foreign and U.S.), acquiring target companies, and management groups.Tony has extensive experience on the tax aspects of bankruptcy matters and has been involved in many high-profile matters. He also has extensive experience in the tax aspects of corporate finance transactions representing both financial institutions and their customers and clients. He advises banks and other offshore clients on the tax aspects of their U.S. and offshore business activities, and their offerings of securities and other financial products into the U.S. His experience includes foreign investments in the U.S. and abroad, international joint ventures and international finance transactions.Tony also has extensive experience in a wide variety of securities offerings, including complex debt securities, securitization transactions and derivatives. His expertise includes debt securities that contain an embedded derivative, including finance instruments with returns linked to various types of reference assets.Tony handles federal, state and local tax controversies involving both administration proceedings and litigation in federal and state courts. Tony has also been involved in a number of cases challenging the applicability and/or constitutionality of certain New York State and city tax provisions and has successfully had such proceedings transferred from the State Tax Administration Tribunal to the New York state courts.Prior to joining Morrison Foerster, Tony was a tax partner at a large, international law firm based in New York and prior to that he was a partner at Bingham McCutchen LLP, where he was co-leader of the Tax Group, a former deputy chair of the corporate area, and co-managing partner of Bingham’s New York office. Tony is a member of the American Bar Association (Tax Section) and the New York State Bar Association (Tax Section). He is the former President of the New York Chapter of the Indiana University Kelley School of Business Alumni Association and has served as a member of the Board of Directors of the university’s alumni organization.Tony is a Certified Public Accountant.

Anthony Carbone

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

Erik Olson’s practice focuses on the litigation of securities, corporate governance, and intellectual property disputes, with particular emphasis on clients in the biotechnology, medical device, telecommunications, and high-technology industries.Erik regularly represents executives, directors, and companies in suits arising from actual or potential mergers, acquisitions, and other strategic transactions. Between 2008 and 2016, Erik has directed teams that defeated preliminary injunction motions, obtained dismissals, or favorably resolved more than twenty cases involving challenges by shareholders to public merger transactions. He is one of the primary authors of the Association of Corporate Counsel’s “White Paper” on managing class action merger litigation. In fall 2016, Erik served as SoftBank Group Corporations’ lead counsel in a trial in the Delaware Court of Chancery that addressed claims by stockholders of Clearwire Corporation that Sprint breached its fiduciary duties in connection with a 2013 acquisition of Clearwire. The trial also concerned stockholders’ claims to an appraisal in connection with the same merger.In 2012 and 2013, Erik served as SoftBank’s primary litigation counsel in connection with state and federal claims that sought to enjoin SoftBank’s acquisition of a controlling interest in Sprint Nextel Corporation and that sought to enjoin the related merger between Sprint Nextel Corporation and Clearwire Corporation. In the Sprint litigation, the lead plaintiffs ultimately withdrew their requests for a preliminary injunction prior to the consummation of the merger and later voluntarily dismissed their claims. Erik served as one of Cogent Inc.’s lead counsel in litigation that sought to enjoin Cogent’s merger with the 3M Company. The Delaware Court of Chancery denied plaintiffs’ motion for a preliminary injunction.In other securities-related matters, Erik has repeatedly obtained dismissals of federal class action lawsuits under the Private Securities Litigation Reform Act and successfully defended those dismissals before the Fourth, Ninth and Tenth Circuits.In 2010 and 2011, Erik obtained a dismissal with prejudice of derivative and class action claims filed against Crocs, Inc., the directors and officers of Crocs, Inc., and Global Cash Access, Inc. In each case, Erik’s clients were successful following a first motion to dismiss. He has also successfully persuaded the SEC to conclude, without penalties, investigations into alleged federal securities law violations for dozens of companies and individuals across a broad range of industries.Erik regularly works on behalf of audit committees and special committees of boards of directors conducting confidential investigations of whistleblower allegations, alleged violations of federal law, and alleged accounting misconduct, such as the allegedly improper recognition of revenue, write-offs concerning inventory and other assets, or the alleged violations of companies’ internal controls.In intellectual property-related matters, Erik regularly assists high-technology, telecommunications and life sciences companies in the prosecution or defense of intellectual property lawsuits with competitors regarding consumer electronics, smartphones, telecommunications equipment, biotechnology products, drugs, or medical devices. Erik served as patentee’s counsel in connection with three high profile patent disputes between major smartphone manufacturers, including in a trial in which the jury awarded the patentee over $1 billion. In 2016, Erik helped Sandoz secure a victory in its patent and intellectual property dispute with Amgen, leading to the introduction of the first “biosimilar” pharmaceutical product under the Affordable Care Act’s Biologics Price Competition and Innovation Act (BPCIA). The case addressed groundbreaking issues regarding the BPCIA’s procedures related to when and how brand name biotechnology companies can assert patents in an effort to stop the introduction of new competition. Erik previously served as a chief architect of the University of California’s patent infringement victory over The Monsanto Company regarding claims to recombinant bovine growth hormone. The resulting settlement, valued at more than $200 million, ranked at the time as one of the top ten settlements in any biotechnology patent case in the United States. Erik advises both patent holders and defendants in connection with intellectual property claims across the country.Erik has served as counsel in numerous state and federal courts, in private arbitrations, and in proceedings before the SEC. He has handled appeals in the California Court of Appeals and the United States Circuit Courts of Appeals for the Third, Fourth, Ninth, Tenth, Eleventh, D.C., and Federal Circuits.From 2007-2008, Erik served as chair of the Litigation Section of the State Bar of California. From 2005-2007, he also served as chair of the Litigation Section’s Rules & Legislation Committee, which reviewed and comments on legislative and rule changes that affect civil litigation in California. Erik currently serves as a member of Morrison & Foerster’s board of directors and serves as Treasurer for the Law Foundation of Silicon Valley, the largest pro bono service provider in Santa Clara County (San Jose, California).Erik graduated from Stanford Law School. While at Stanford, he was elected to the Order of the Coif and was the recipient of the Morie Award for outstanding legal writing.<h4>Representative Experience</h4><ul dir="ltr"><li>Smartphone Litigation Co-led a team that successfully tried a series of high-profile smartphone cases, including a jury verdict of over $1 billion.</li><li>Amgen Inc., et al. v. Sandoz Inc., et al. (U.S. District Court for N.D. Cal., Federal Circuit). Secured a victory on behalf of Sandoz Inc. in the first case to interpret the Affordable Care Act’s Biologics Price Competition and Innovation Act (BPCIA). The federal district court ruled in Sandoz’s favor on all issues before the court, adopting Sandoz’s interpretation of the BPCIA in all respects. The court also denied Amgen’s motions urging a contrary interpretation and seeking a preliminary injunction. The Federal Circuit later affirmed the key elements of Sandoz victory. Erik current represents Sandoz in disputes regarding patents directed toward the purification of proteins expressed using recombinant DNA technology.</li><li>In re Sprint Merger Litigation (Kansas District Court; U.S. District Court for the District of Kansas). Represented SoftBank Corporation in litigation that sought to prevent its acquisition of a controlling interest in Sprint Nextel Corporation. Plaintiffs ultimately withdrew their request for a preliminary injunction after oral argument and then voluntarily dismissed their claims after the transaction closed. (2012-2013).</li><li>In re Clearwire Merger and Appraisal Litigation (ACP v. Sprint Corp.) (Delaware Court of Chancery). Representing SoftBank Corporation in breach of fiduciary duty and appraisal litigation associated with Sprint’s cash merger with Clearwire Corporation. Served as lead counsel at a trial of the fiduciary duty and appraisal claims in the fall of 2016. The case is currently one of the largest appraisal actions ongoing in the Court of Chancery.</li><li>In re Crocs, Inc. Securities Litigation; Wheeler v. Snyder, et al. (D. Colo.). Represented Crocs, Inc. and certain of its current and former officers and directors in shareholder derivative lawsuits filed in Colorado. In February 2009, won dismissal of all derivative claims, with prejudice, on first motion to dismiss. No appeal was filed.</li><li>In re Crocs Inc. Securities Litigation (D. Colo.). Represented Crocs, Inc. and its current and former officers and directors in shareholder class actions (claiming violations of the Exchange Act). Won dismissal of all claims with prejudice pursuant to the Securities Litigation Reform Act of 1995 on a first motion to dismiss.</li><li>In re Cogent Merger Litigation (Del. Court of Chancery & Los Angeles County Superior Court). Represented Cogent Inc. and its directors in a lawsuit challenging its merger with the 3M Company. Successfully defeated a motion seeking a preliminary injunction to enjoin the transaction based on alleged breach of fiduciary duties.</li><li>In re Ameristar Merger Litigation (Nevada State Court). On behalf of Pinnacle Entertainment, the buyer of Ameristar Casinos, defeated motions seeking a preliminary injunction against the closing of the merger and obtained a dismissal of plaintiffs claim.</li><li>In re Global Cash Access Securities Litigation (D. Nev.). Represented Global Cash Access and its executives in securities litigation brought against a payment processor who specialized in the gaming industry. Successfully dismissed certain initial claims and then obtained a favorable settlement, which was fully covered by insurance.</li><li>Hattan v. RH, Inc. (Marin County Superior Court). Reached a favorable settlement on behalf of RH in connection with shareholder litigation stemming from a going-private transaction.</li><li>Ned v. Titan Pharm. Inc., et al. (N.D. Cal.). On behalf of Titan Pharmaceuticals, obtained voluntary dismissal of pending class action securities claims against Titan without need to file a motion to dismiss.</li><li>In re Telik Inc. Securities Litigation (S.D.N.Y.). On behalf of Telik Inc., successfully settled a class action litigation challenging the disclosure of Phase III clinical trial results based on payments by insurers without the need for costly or burdensome discovery.</li><li>Baht v. Global Defense Technology & Systems, Inc. (Del. Court of Chancery). Representing Global Defense Technology & Systems Inc. and its directors in litigation challenging its proposed merger with a private equity buyer.</li><li>Elan v. Abraxis (U.S. District Court for the District of Delaware). Represented Abraxis in its high profile patent dispute and trial with Elan regarding technology used in the delivery of chemotherapy agents.</li><li>SEC Investigations. Successfully persuaded the SEC to conclude, without penalties, investigations into alleged federal securities law violations at a software company, a home goods retailer, and a medical device manufacturer. (2005-2011)</li><li dir="ltr">Stock-Options Investigations. Represented multiple U.S. public companies with far-reaching internal investigations regarding the company’s employee stock-option program. (2006-2007)</li></ul><h4>Leadership Roles</h4><ul dir="ltr"><li dir="ltr">Current member of Morrison Foerster’s board of directors</li><li>Treasurer and chair of the Finance Committee for the Law Foundation of Silicon Valley, the largest pro bono service provider in Santa Clara County (San Jose, California)</li><li>Serves on the committee that evaluates civil rule changes in the Northern District of California</li><li>Chair of the Litigation Section of the State Bar of California (2007 – 2008)</li><li>Chair of the Litigation Section’s Rules & Legislation Committee (2005 – 2007)</li></ul>

Erik J. Olson

Gabriella Fortun is a corporate associate in the Miami office of Morrison Foerster.Gabriella advises clients in connection with complex domestic and cross‑border corporate matters, including mergers and acquisitions, joint ventures, and corporate governance.Gabriella represents public and private companies and private equity funds in a variety of industries, including financial services, telecommunications, energy, and technology. She also has experience in advising corporate and sovereign clients in a wide range of cross-border transactions, principally in Latin America, including public-private partnership transactions, equity and debt offerings, financings, and restructurings.Prior to joining Morrison Foerster, she was an associate at another international law firm in New York.