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MoFo Represents Crinetics in Public Offering of Common Stock

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Morrison Foerster represented Crinetics Pharmaceuticals, Inc. (Nasdaq: CRNX), a pharmaceutical company focused on the discovery,...

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Morrison Foerster represented Crinetics Pharmaceuticals, Inc. (Nasdaq: CRNX), a pharmaceutical company focused on the discovery, development and commercialization of novel therapeutics for endocrine diseases and endocrine-related tumors, in its public offering of 8,763,000 shares of its common stock at a price to the public of $45.95 per share. Leerink Partners, J.P. Morgan, Evercore ISI, Piper Sandler, and Cantor acted as joint bookrunning managers for the offering. Baird acted as lead manager for the offering.The transaction team was led by emerging companies + venture capital partner Jim Krenn and capital markets partner Tommy Felix, as well as capital markets of counsel Emily Beers. The core deal team also included corporate associates Tyler Miller and Kristen Cui, and the broader team included support from FDA + healthcare regulatory and compliance partner Brigid Bondoc and of counsel Megan Dhillon; data, cyber + privacy partner Melissa Crespo; and investment management partner Kelley Howes.Read more from Crinetics’ <a href="https://crinetics.com/crinetics-pharmaceuticals-announces-pricing-of-public-offering-of-common-stock-2/" target="_blank">press release</a>.

MoFo Represents Crinetics in Public Offering of Common Stock

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Jim Krenn is a corporate partner and chair of the firm’s Emerging Companies + Venture Capital Group.Jim has comprehensive experience representing emerging, growth-stage, and public companies, as well as angel, corporate, and institutional investors, in strategic transactions and corporate matters throughout the company lifecycle, from formation and early-stage financings through liquidity events and public company operations. Jim’s practice focuses on mergers and acquisitions, financings, and general corporate counseling, with a particular emphasis on life science and technology companies. He regularly advises boards of directors, executive teams, and investors on complex transactional matters, capital-raising activities, and corporate governance issues.In his mergers and acquisitions practice, Jim represents buyers and sellers in domestic and cross-border transactions across a wide range of structures, including mergers, stock and asset purchases, divestitures, joint ventures, and competitive sale processes. He has represented clients in acquisitions and sales ranging from the low millions to transactions exceeding $1 billion, for both private and public companies.Jim also counsels venture-backed and growth-stage companies in equity financings and ongoing corporate matters, and advises leading angel, corporate, and venture capital investors in their investments in such companies. He has represented clients in hundreds of venture capital and growth equity financings, from seed and early-stage rounds through $100 million-plus later-stage rounds.In addition, Jim represents public companies in initial public offerings, other capital markets transactions, and SEC reporting and compliance matters, and advises boards of directors on corporate governance issues. Jim is a member of the firm’s Life Sciences + Healthcare Group leadership team and Artificial Intelligence steering committee. He is actively involved in the startup and venture capital ecosystem, including  serving on the Board of Directors of the San Diego Entrepreneurs Exchange.<h4>Representative Transactions</h4><h5>Mergers and Acquisitions</h5><ul><li>ACEA Biosciences, a medical instruments company, in its sale to Agilent Technologies (NYSE: A) for $250 million.</li><li>Adicet Bio (Nasdaq: ACET), a biopharmaceutical company, in its merger with a wholly owned subsidiary of resTORbio (Nasdaq: TORC) to create a combined publicly traded biotechnology company.</li><li>Alaska Energy & Resources Company, a parent company of a regulated electric utility in Alaska, in its $170 million sale to Avista (NYSE: AVA).</li><li>Astute Medical, a medical diagnostic company, in its $90 million sale to bioMérieux (EPA: BIM).</li><li>B. Riley Financial (Nasdaq: RILY), a diversified financial services company, in its $53 million private placement and merger with investment banking firm B. Riley & Co.</li><li>Biotix, a private equity-backed developer and manufacturer of laboratory consumables and liquid handling solutions, in its sale to Mettler-Toledo (NYSE: MTD).</li><li>California Cryobank, a private equity-backed leader in reproductive tissue donor services and stem cell banking, in multiple acquisitions.</li><li>Clean Energy Fuels (Nasdaq: CLNE), a provider of natural gas as an alternative fuel for vehicle fleets, in its sale for up to $180 million of components of its renewable natural gas business to BP (NYSE: BP).</li><li>Cogent (Nasdaq: COGT), a biometric identification solutions provider, in its $943 million sale to 3M (NYSE: MMM).</li><li>Deere & Company (NYSE: DE), an agricultural, construction, and forestry machinery corporation, in its planned acquisition of the precision planting unit of Monsanto (NYSE: MON).</li><li>Dosatron International, a distributor of water-powered dosing pumps and systems, in connection with its sale to Ingersoll Rand (NYSE:IR).</li><li>Gillco, a leading specialty ingredient provider, in its sale to Azelis (BR: AZE).</li><li>Mentor (NYSE: MNT), a leading supplier of medical products for the global aesthetic market, in its $1.12 billion sale to Johnson & Johnson (NYSE: JNJ).</li><li>Mitchell International, a developer of smart technology solutions, in its acquisition of Cogent Works.</li><li>MyChem, a provider of ultra-pure nucleotides, in connection with its sale to Maravai (NASDAQ: MRVI) for $240 million at closing with potential additional consideration.</li><li>Protomer Technologies, a biotechnology company, in its sale to Eli Lilly and Company (NYSE: LLY) with a potential value of over $1 billion with successful achievement of future development and commercial milestones.</li><li>Rakuten Medical, a biotechnology and medical device company, in its acquisition of Medlight SA and its acquisition of key assets and manufacturing technology from Li-Cor Biosciences.</li><li>Safebuilt Insurance Services, a managing general agent and insurance technology company, in its sale to Integrated Specialty Coverages.</li><li>Sequlite Genomics, a DNA sequencing firm, in connection with its sale to Fapon Biotech, a diagnostic technology company.</li><li>Tendo, a digital health software company, in its acquisition of MDsave, a healthcare marketplace company.</li><li>Wavestream, a provider of high-power solid-state amplifiers, in its $137 million sale to Spacenet, a subsidiary of Gilat Satellite Networks (Nasdaq: GILT).</li></ul><h5>Equity Financings</h5><ul><li>9amHealth, a provider of virtual diabetes care, in its $4 million Series Seed financing and $16 million Series A financing.</li><li>ACEA Biosciences, a developer of cell analysis instrumentation technologies, in its $30 million Series E Preferred Stock financing.</li><li>Adicet Bio, a biopharmaceutical company, in its Series A financing of up to $51 million, and $80 million Series B financing.</li><li>Astute Medical, a medical diagnostic company focused on high-risk medical conditions and diseases, in over $200 million of equity and debt financings.</li><li>Bidra as an investor in multiple equity financings.</li><li>Biolumic, an agtech company, in its $13.5 million Series B financing.</li><li>California Cryobank, a private equity-backed leader in reproductive tissue donor services and stem cell banking, in multiple equity and debt financings.</li><li>Carlsmed, a medtech company pioneering AI-enabled personalized spine surgery solutions, in its $10 million Series A financing, $30 million Series B financing, $64.5 million Series C financing and $100.5 million initial public offering.</li><li>Corner Therapeutics, a biotech company, in its $54 million Series A financing.</li><li>Crinetics (Nasdaq:CRNX) as a strategic investor in Radionetics Oncology’s $52.5 million Series A financing.</li><li>Crinetics(Nasdaq:CRNX) in its $350 million PIPE financing, at-the-marketing offering of up to $350 million, $575 million underwritten public offering and $350 million underwritten public offering.</li><li>Forward Ventures as an investor in multiple equity financings, convertible debt financings, and M&A transactions.</li><li>Foxen, a provider of financial technology solutions for the real estate industry, in its $44 million Series A financing.</li><li>Greenoaks Capital Partners and its affiliates as investors in multiple equity financings, debt financings, and secondary transactions.</li><li>GroupSolver, an artificial intelligence market research platform, in multiple preferred stock financings.</li><li>Hume.ai, an artificial intelligence company, in multiple preferred stock financings.</li><li>Oak Investment Partners as an investor in multiple preferred stock financings.</li><li>OrbiMed as an investor in multiple equity financings, debt financings, and M&A transactions.</li><li>Petuum, an artificial intelligence and machine learning software infrastructure provider, in its $93 million Series B financing.</li><li>Pi Health, an AI-enabled health technology and clinical research company, in its spin-out from BeiGene, Ltd. and $35 million Series A financing.</li><li>Perceptive Advisors as an investor in multiple financings and transactions.</li><li>Presight Capital as an investor in multiple equity financings.</li><li>RA Capital as an investor in multiple equity financings.</li><li>Rakuten Medical, a biotechnology and medical device company, in over $800 million of debt and equity financings.</li><li>Rubi Laboratories, a company focused on converting carbon emissions into textiles, in multiple equity financings.</li><li>Softbank affiliates as investors in multiple equity financings.</li><li>Solarflare Communications, a technology company, in over $200 million of equity and debt financings.</li><li>Tendo Systems, a HealthTech software company, in its $20 million financing from Vistara.</li><li>Tutor Intelligence, an artificial intelligence robotics company, in its $34 million Series A financing.</li><li>VoloAgri, an ag-tech company, in over $150 million of equity financings.</li><li>Western Digital Capital as an investor in multiple preferred stock financings.</li></ul>

Jim Krenn

Chair of Emerging Companies + Venture Capital Practice

Tommy Felix is a partner in the Firm’s Capital Markets and Public Company Advisory & Governance practices, and a member of the San Diego Hiring Committee. He has extensive experience advising public and private companies, private equity and venture capital firms, and investment banks, through complex transactional matters, including initial public offerings, debt and equity offerings, leveraged buyouts, mergers and acquisitions, SPAC transactions, cross-border deals, and financing transactions involving digital assets.Tommy’s experience extends to advising on preferred stock issuances, private placements of debt and equity securities, and innovative restructuring and liability management transactions, and spans diverse industries, including life sciences and healthcare, technology, consumer and retail companies, gaming, industrials, telecommunications, and transportation.Tommy is a member of the Board of Directors of Corporate Directors Forum, which provides governance education and peer networking for corporate directors, and a member of The Century Club of San Diego, a nonprofit organization dedicated to supporting the local community and youth programs through San Diego’s annual PGA TOUR golf tournament.<h4>Representative Matters</h4><h5>Equity</h5><ul><li>Represented Crinetics Pharmaceuticals, Inc. (Nasdaq: CRNX) in connection with its $402 million public offering of 8,763,000 shares of its common stock.</li></ul><ul><li>Represented Carlsmed, Inc. (Nasdaq: CARL) in connection with its $100.5 million initial public offering</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>Represented Robert W. Baird & Co. in connection with the at-the-market equity offering of ESS Tech, Inc. (NYSE: GWH).</li><li>A global alternative investment manager in connection with its offerings of $1.5 billion of mandatory convertible preferred stock and $750 million of investment grade notes. </li><li>A global alternative investment manager in connection with its $357 million follow-on equity offering of Class A common stock.</li><li>A private equity firm in its $250 million minority growth investment in a technology-enabled professional services company.</li><li>A portfolio company of a private equity firm focused on safety and compliance in connection with its issuance of $300 million of preferred units.</li><li>A global alternative investment manager in connection with its $100 million preferred stock investment in a Brazilian asset management firm.</li><li>A private equity firm in a $200 million preferred equity offering in connection with its acquisition of a specialty insurance program manager.</li><li>A legal and workflow automation software company, a portfolio company of a private equity firm, in connection with its issuance of $85 million of preferred stock.</li><li>An investment management firm in connection with its preferred stock investment in a consumer lifestyle company and owner of a well-known global brand.</li><li>An alternative asset manager in connection with a secondary offering by certain selling stockholders of $387 million of Class A common stock.</li><li>A distressed-focused investment firm in connection with its preferred stock investment in a physical therapy company.</li><li>A portfolio company of a private equity firm specializing in food ingredients and bakery products in connection with its issuance of $85 million of preferred stock.</li><li>A portfolio company of a private equity firm specializing in plastic packaging solutions in connection with its issuance of $100 million of preferred stock.</li><li>A portfolio company of a private equity firm providing insurance software solutions in connection with its issuance of $12 million of preferred stock.</li><li>A portfolio company of a private equity firm specializing in healthcare governance and compliance software in connection with its issuance of $80 million of preferred stock.</li><li>An alternative asset manager in connection with a secondary offering by certain selling stockholders of $123 million of Class A common stock.</li></ul><h5>Debt</h5><ul><li>Represented the initial purchasers in Rule 144A offering of $375 million of 7.250% senior secured notes of Diversified Healthcare Trust (Nasdaq: DHC). </li><li>Represented Groundwork Holdings in a comprehensive debt refinancing, including the refinancing of its existing credit agreement and associated transactions.</li><li>A family office in a $25 million investment in an insurance agency specializing in transportation and logistics insurance. </li><li>The underwriters in connection with a $325 million offering of notes by a publicly traded business development company.</li><li>An alternative asset manager in its $1 billion offering of senior notes.</li><li>A global alternative investment manager in its registered offering of $500 million of senior notes.</li><li>A telecom analytics company, a portfolio company of a private equity firm, in connection with its $30 million issuance of senior notes.</li><li>An investment management firm in a $55 million senior notes investment in a communications network provider.</li><li>A private equity firm in a $400 million senior notes offering in connection with its acquisition of a packaging manufacturer specializing in tapes, films, and protective packaging for industrial and retail use.</li><li>A major U.S. retailer of musical instruments, lessons, repairs, and rentals in connection with its add-on offering of $200 million senior secured notes.</li><li>A global alternative investment manager in its Rule 144A offering of $500 million of senior notes.</li><li>A private equity firm in a $625 million senior notes offering in connection with its acquisition of a window coverings manufacturer.</li><li>A manufacturer of high-performance specialty materials, a portfolio company of a private equity firm, in its $800 million secured notes offering, $400 million unsecured notes offering, and $450 million preferred stock offering in connection with its acquisition of a thermal management and filtration company.</li><li>A global alternative investment manager in its Rule 144A offering of $450 million in Fixed-Rate Resettable Subordinated Notes.</li><li>An alternative asset manager in its $700 million offering of senior notes.</li><li>An alternative asset manager in its $400 million offering of senior notes.</li><li>An alternative asset manager in its $350 million offering of senior notes.</li><li>A food services and correctional services company in its multi-tranche offering of $1.1 billion senior notes and senior secured notes.</li></ul><h5>Public Mergers and Acquisitions</h5><ul><li>RE/MAX Holdings Inc. (NYSE: RMAX) in its proposed merger with The Real Brokerage Inc. (Nasdaq: REAX) to form Real REMAX Group.</li><li>An alternative asset management firm in its acquisition of an alternate credit manager.</li><li>An alternative asset management firm in its acquisition of an asset management company to create a new insurance solutions platform, and its $250 million preferred equity investment in a UK-based insurance holdings company.</li><li>An alternative asset management firm in its acquisition of a real estate finance advisory firm to create a new real estate finance strategy.</li><li>An alternative asset management firm, in partnership with a sovereign wealth fund, in connection with their joint acquisition of a publicly traded real estate investment trust.</li><li>A business development company in connection with its acquisition of another publicly traded business development company.</li></ul><h5>Special Purpose Acquisition Company (SPAC) Transactions</h5><ul><li>A SPAC sponsored by an affiliated investment vehicle of a global alternative investment manager in its $500 million initial public offering.</li><li>A SPAC in its $1.4 billion business combination with a cybersecurity company and a digital privacy platform.</li><li>A cloud-based contact center software company in its merger with a SPAC.</li><li>An alternative asset management firm in a business combination agreement with another asset management firm and a SPAC to form a new alternative asset management company.</li><li>A SPAC sponsored by an affiliated investment vehicle of a global alternative investment manager in its $1 billion initial public offering.</li></ul><h5>Restructuring and Liability Management</h5><ul><li>A global textile and apparel company and its subsidiaries in connection with a comprehensive settlement of its existing debt, including simultaneous consent solicitations for significant amendments to its euro- and dollar-denominated senior secured notes and associated transactions.</li><li>A wheel manufacturer and its private equity sponsor in connection with a comprehensive liability management transaction, including the exchange of approximately $272 million of the company's unsecured notes for new second lien notes and a corresponding covenant strip consent procedure.</li><li>A global textile and apparel company and its subsidiaries in connection with a comprehensive debt refinancing, including the refinancing of its existing senior secured notes and associated transactions.</li><li>A healthcare company ― Advising the joint administrators of a healthcare group and its subsidiaries in connection with a novel administration funding facility, non-core asset sales, and the core group restructuring process.</li><li>A major car rental company ― Representation of investment firms in their successful $5.916 billion purchase of one of the world’s largest car rental companies out of its Chapter 11 cases, following a multi-month competitive auction. The transaction resulted in a recovery for existing equity holders of more than $8.00 per share, full payment to all creditors, and an implied plan enterprise value of $6.929 billion.</li></ul><h5>SEC Compliance, Disclosure and Corporate Governance</h5><ul><li>a.k.a. Brands Holding Corp. (NYSE: AKA)</li><li>Carlsmed, Inc. (Nasdaq: CARL) </li><li>Clean Energy Fuels Corp. (Nasdaq: CLNE)</li></ul>

H. Thomas Felix

Partner

Emily Beers is of counsel in Morrison Foerster’s Capital Markets and Public Company Advisory & Governance practices. Her practice focuses on representing publicly and privately held companies in a variety of corporate and securities law matters.Emily represents both issuers and investment banks in initial public offerings, follow-on offerings, and private placements, including offerings of common and preferred equity, investment-grade debt, convertible debt, and high-yield debt. Emily also regularly advises clients with respect to liability management transactions, including tender offers, as well as M&A transactions.In addition, Emily regularly counsels companies with respect to corporate governance issues, compliance with the U.S. federal securities laws, and the requirements of the New York Stock Exchange and NASDAQ, as well as general corporate matters.Emily is recognized in IFLR1000 for Capital Markets: Debt, Capital Markets: Equity, and M&A (2021).Prior to joining Morrison Foerster, Emily worked as an associate in the capital markets practices of other international law firms in New York and London.<h4>Representative Matters</h4><ul><li>Represented the dealer managers in Shell plc’s exchange offers of up to $8.4 billion involving six series of outstanding notes and the issuance of new privately placed notes guaranteed by Shell.</li><li>Represented the underwriters in connection with the $2.35 billion offering of guaranteed notes issued by Shell Finance U.S. Inc., a subsidiary of Shell plc.</li><li>Represented the underwriters in the $450 million bond offering of Senior Notes by First Industrial, L.P., a real estate investment trust company.</li><li>Represented the underwriters in the $400 million registered offering of Senior Notes by COPT Defense Properties, L.P., a real estate investment trust.</li><li>Represented Riot Platforms, Inc. in its offering of $594.4 million of 0.75% convertible senior notes due 2030.</li><li>Represented the initial purchasers in the $345 million bond offering of 5.25% Exchangeable Senior Notes due 2028 by COPT Defense Properties, L.P.</li><li>Represented Wells Fargo Securities, Deutsche Bank Securities, and Goldman Sachs & Co. in Shell plc’s $12 billion exchange offering of Convertible Notes.</li><li>Represented Veeco Instruments Inc. (Nasdaq: VECO) in its private offering of up to $230 million aggregate principal amount of 2.875% Convertible Senior Notes due 2029. </li><li>Represented Crinetics Pharmaceuticals (Nasdaq: CRNX) in its $500 million public offering of 10,000,000 shares of its common stock. </li><li>Represented Crinetics Pharmaceuticals (Nasdaq: CRNX) in its $350 million private placement of 8,333,334 shares of its common stock. </li><li>Represented McKesson Corporation (NYSE: MCK) in its offering of $500 million of 4.250% notes due 2029 and subsequent redemption of 5.250% notes due 2026. </li><li>Represented onsemi (NYSE: ON) in its upsized $1.5 billion private offering of 0.50% Convertible Senior Notes.</li></ul><ul><li>Represented Sprint Corp. and SoftBank Group Corp., the controlling shareholder of Sprint, on the all- stock merger of Sprint and T-Mobile US Inc. The total implied enterprise value for Sprint in the transaction was approximately $59 billion and the aggregate for the combined company enterprise value was approximately $146 billion.</li><li>Represented onsemi (NASDAQ: ON) in its Rule 144A offering of $1.5 billion 0.5% Convertible Senior Notes due 2029; in its Rule 144A offering of $700 million 0% Convertible Senior Notes due 2027; and in its Rule 144A offering of $700 million 3.875% Senior Notes due 2028.</li><li>Represented The Chemours Company (NYSE: CC) in its Rule 144A offering of $650 million 4.625% Senior Notes due 2029; in its Rule 144A offering of $800 million 5.750% Senior Notes due 2028 and concurrent tender offers to purchase all or a portion of its outstanding Senior Notes and related consent solicitations; and in its registered offering of €450 million 4.000% Senior Notes due 2026 and concurrent tender offers to purchase all or a portion of its outstanding senior notes and related consent solicitations.</li><li>Represented McKesson Corporation (NYSE: MCK) in its registered offering of $500 million 5.250% Notes due 2026; in its registered offering of $500 million 1.300% Senior Notes due 2026 and related tender offer to repurchase a portion of its outstanding senior notes; and in its registered offerings of $700 million 3.650% Notes due 2020 and $400 million 4.750% Notes due 2029 and concurrent tender offers to purchase a portion of its outstanding senior notes and related consent solicitations.</li><li>Represented BlackBerry Limited (NYSE: BB) in its $200 million Rule 144A offering of convertible notes. </li><li>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>Represented Southwest Gas Holdings, Inc. (NYSE: SWX) in its defense against a hostile tender offer and proxy contest by Carl Icahn, and in its subsequent registered offerings of common stock and debt. </li><li>Represented Unity Software Inc. (NYSE: U) in its stock-for-stock merger with ironSource, Ltd. for an approximate value of $4.4 billion.</li><li>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>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>Represented the placement agent in connection with the $50 million private offering of senior secured notes by Newport Realty Trust, a private mortgage REIT, 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), and 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><li>Represented Veeco Instruments Inc. (NASDAQ: VECO) in its registered offering of $300 million 2.70% Convertible Senior Notes due 2023.</li><li>Represents the sales agents in connection with Equity Residential’s (NYSE: EQR) at-the-market equity offering; as designated underwriters’ counsel, represented the underwriters in connection with registered offerings by Equity Residential’s operating partnership, ERP Operating Limited Partnership, of an aggregate of $1.25 billion of notes.</li><li>Represented Whole Foods Market, Inc. (NASDAQ:WFM) in its $1.0 billion Rule 144A/Regulation S offering of 5.200% Senior Notes due 2025.</li><li>Represented the underwriters in connection with Community Healthcare Trust Incorporated’s (NYSE: CHCT) approximately $136.6 million initial public offering and in subsequent follow-on offerings.</li><li>Represented Inovalon Holdings, Inc. (NASDAQ: INOV) in its approximately $685 million initial public offering.</li></ul>

Emily Beers

Of Counsel

Tyler Miller is a corporate associate in the firm's New York office.Tyler’s practice focuses on representing public and private companies in corporate transactions, securities regulation, and governance matters. Tyler advises on domestic and cross-border mergers and acquisitions and private equity transactions in various industries, including technology and life sciences. He also represents issuers and underwriters in connection with capital markets transactions, including initial public offerings, debt and equity offerings, and SPAC transactions.Prior to joining Morrison Foerster, Tyler was a summer associate in the firm’s New York and Tokyo offices during the summer of 2019.Tyler earned his J.D. at the University of Michigan Law School, where he was an associate editor for Michigan Business & Entrepreneurial Law Review. During that period, he also studied abroad at Amsterdam Law School in the Netherlands.<h4 dir="ltr">Representative Experience</h4><ul><li>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>Crinetics Pharmaceuticals in multiple transactions, including an upsized $500 million public offering of common stock and a $350 million at-the-market equity offering.</li><li>Alexandria Real Estate Equities, Inc. in numerous public offerings of debt and equity, resulting in proceeds totaling over $8 billion.</li><li>Qatalyst Partners as financial advisor in multiple transactions, including (i) Zuora, Inc.’s $1.7 billion sale to Silver Lake and GIC, (ii) WalkMe Ltd.’s $1.5 billion sale to SAP SE, (iii) HashiCorp, Inc.’s $6.4 billion sale to IBM, (iv) ANSYS, Inc.’s $35 billion sale to Synopsys, Inc., (v) New Relic, Inc.’s $6.5 billion sale to Francisco Partners and TPG, (vi) Coupa Software Incorporated’s $8 billion sale to Thoma Bravo, (vii) Zendesk, Inc.’s $10.2 billion sale to an investor group led by Permira and Hellman & Friedman, and (viii) Anaplan, Inc.’s $10.7 billion sale to Thoma Bravo.</li></ul><ul><li dir="ltr">Infineon Technologies AG in the sale of its HiRel DC-DC converter business to Micross Components, Inc.</li><li dir="ltr">Unity Software Inc. in its all-stock $4.4 billion acquisition of ironSource and in its concurrent $1 billion PIPE investment by Silver Lake and Sequoia.</li><li dir="ltr">Endurance Acquisition Corp. in its $200 million initial public offering and subsequent $813 million business combination with SatixFy Communications, Ltd. (NASDAQ: SATX).</li><li dir="ltr">Vimian Group AB in its acquisition of the assets of New Generation Devices, Inc.</li><li dir="ltr">Antarctica Capital in multiple transactions, including its acquisition of a controlling interest in Descartes Labs.</li><li dir="ltr">Solomon Partners as financial advisor to Aries I Acquisition Corporation in its business combination with Infinite Assets, Inc.</li><li dir="ltr">Steadfast Apartment REIT, Inc. in its merger with and into Independence Realty Trust, Inc. (NYSE: IRT), with IRT surviving as the continuing public company.</li><li dir="ltr">Lyons Magnus in its acquisition of Phillips Syrups and Sauces.</li><li dir="ltr">Axalta Coating Systems in its acquisition of U-POL Holdings Limited for approximately $590 million.</li><li dir="ltr">BofA Securities, J.P. Morgan Securities, and Deutsche Bank Securities in the underwritten secondary offering of shares of BrightSpire Capital, Inc. (NYSE: BRSP) by a stockholder affiliated with DigitalBridge Group, Inc. (NYSE: DBRG).</li><li dir="ltr">Honey Birdette, the fast-growing, luxury lingerie and lifestyle brand, and its sellers, in its $333 million sale to PLBY Group, Inc. (NASDAQ: PLBY), a leading pleasure and leisure lifestyle company and owner of Playboy magazine.</li><li dir="ltr">Verisem BV and Paine Schwartz Partners in connection with the sale of Verisem to Syngenta’s vegetable seeds business, part of Syngenta Group.</li><li dir="ltr">Rakuten Medical in its $166 million Series D preferred stock financing.</li></ul>

Tyler Miller

Associate

Kristen Cui is an associate in Morrison Foerster’s New York office and a member of the firm’s Transactions Department.Before joining Morrison Foerster, Kristen served as a summer associate at the firm.Kristen earned her J.D. from the University of Michigan Law School, where she was a student attorney in the Zell Entrepreneurship Clinic and served as an executive editor for the Michigan Journal of Race and Law. She received her B.A. in economics from the University of California, Davis.

Kristen Cui

Brigid is a food, drug, and medical device lawyer who counsels life sciences companies on a wide range of U.S. Food & Drug Administration pre- and post-market regulatory issues.As the lead of our FDA + Healthcare Regulatory and Compliance Group, Brigid practices across the spectrum of FDA-regulated products, including medical devices, drugs, biologics, cell and gene therapies, food, cosmetics, dietary supplements, tobacco, laboratory-developed tests, in vitro diagnostics, radiation-emitting electronic products, combination products, and products that may not fit neatly into any of these categories. Accordingly, she counsels established and start-up companies in life sciences, healthcare, and consumer products on a wide range of FDA pre- and post-market regulatory issues. Brigid also frequently advises innovative product developers on threshold FDA jurisdictional questions and develops strategies for approval and marketing, while identifying and mitigating regulatory risks.In her day-to-day practice, Brigid advises on:<ul><li>product development and FDA’s pre-authorization requirements;</li><li>advertising and promotion of FDA-regulated products;</li><li>clinical trials regulation, including strategic advice for sponsors in receipt of a clinical hold;</li><li>responses to warning letters, Form 483s, import alerts, and FDA enforcement actions;</li><li>informal and formal dispute resolution for high-stakes issues;</li><li>compliance with FDA regulatory requirements such as current good manufacturing practice (GMP), quality system regulation (QSR), food safety preventive controls, adverse event reports, product recalls, radiological health issues, risk evaluation and mitigation strategies (REMS), pharmacy compounding and the new track-and-trace regulations for prescription drugs; and</li><li>technical legal questions involving the Food, Drug and Cosmetic Act (FDCA), the Public Health Service Act (PHSA), Federal Advisory Committee Act (FACA), Freedom of Information Act (FOIA), and the Administrative Procedure Act (APA).</li></ul>Brigid also has experience in the development, regulation, and procurement of medical countermeasures (MCMs) against chemical, biological, radiological, and nuclear (CBRN) threats and pandemic infectious diseases, including animal rule approvals and special incentives for the development of MCMs.Complementing her focus on FDA regulatory law, Brigid has a strong litigation background and has served as FDA counsel in product liability cases, civil litigation, international arbitration, and FDA enforcement proceedings. She particularly enjoys providing clients with advice that integrates technical, legal, and political considerations.Brigid maintains an active pro bono practice focused primarily on reproductive health and especially enjoys working with inventors who aim to improve health outcomes for mothers and infants in the peri- and post-natal period. She has represented several clients before the Social Security Administration in appealing denials of applications for disability benefits. She has also worked on several appeals in criminal cases in the District of Columbia.Brigid is a graduate of the University of Tulsa, where she earned her B.S. in biochemistry before attending law school at Stanford Law School. Prior to law school, Brigid worked as an Environmental Policy Analyst in the Office of the Secretary at the U.S. Department of Transportation. She has also worked as a benchtop scientist in a number of laboratories, including FDA’s National Center for Toxicological Research.<h4>Representative Experience</h4><ul><li>Counseled online marketplaces regarding FDA compliance and enforcement for a variety of products.</li><li>Advised development-stage companies on regulatory considerations and FDA engagement strategies related to development and launch of products based on disruptive technologies.</li><li>Advised consumer technology companies with respect to potential FDA regulation under the medical device provisions of the FDCA;</li><li>Served as FDA regulatory counsel to clients evaluating compliance issues under reporting provisions of Corporate Integrity Agreements and related negotiated resolutions of government investigations.</li><li>Helped a large, publicly traded drug company comply with the FDA’s new track-and-trace pedigree requirements for prescription drugs.</li><li>Led regulatory team on numerous initial public offerings (IPO), stock and asset purchase agreements, acquisitions, mergers, and other transactions for life science company.</li><li>Provided strategic advice, conducting regulatory assessments and negotiating key FDA-related terms in connection with due diligence for transactions and post-acquisition integration activities.</li><li>Developed policy positions related to FDA regulation of laboratory-developed tests (LDTs) for multiple clients in this space.</li><li>Represented manufacturers in matters involving regulatory letters, inquiries, advisory comment proceedings, competitor complaints and citizen petitions focused on their products and policy issues affecting their strategic priorities.</li><li>Advised on issues related to promotion of drugs and medical devices, including communication of pharmacoeconomic/healthcare economic information (HCEI), communications by medical science liaisons (MSLs).</li><li>Provided solutions-oriented advice to development-stage companies confronting FDA regulatory issues for the first time, including good clinical practices (GCP), investigator-initiated research (IIR), pre-approval communications and strategies for obtaining FDA approval.</li><li>Collaboratively advised client on FDA, ethical, and product liability issues associated with early termination of a clinical study involving an implanted medical device.</li></ul>

Brigid Bondoc

Megan focuses her practice on healthcare regulatory, operational, and transactional matters. As a member of the FDA + Healthcare Regulatory and Compliance Group, Megan provides guidance to participants in and across the healthcare industry, including digital health companies, healthcare systems, and healthcare startups. She helps companies develop, evaluate, and implement innovative business strategies in consideration of the complex, multijurisdictional regulatory requirements governing the healthcare industry.Megan also helps guide companies through various transactions, including corporate acquisitions, integrations, and affiliations, establishing management service organizations, and drafting professional services arrangements. She provides valuable guidance on issues pertaining to the Corporate Practice of Medicine, HIPAA compliance, day-to-day operational matters, issues concerning Medicare, Medicaid, and commercial payor reimbursement, drug-pricing, as well as licensure, certification, and scope of practice requirements. She counsels companies on issues pertaining to fraud and abuse concerns, including compliance with the Physician Self-Referral Law (the Stark Law), the Anti-Kickback Statute (AKS), the Eliminating Kickbacks in Recovery Act (EKRA), and the False Claims Act (FCA).Prior to joining Morrison Foerster, Megan practiced at full-service firms in D.C., as well as at a boutique healthcare firm in Virginia. Megan received her J.D. from the Emory University School of Law and earned her B.A. from the University of Virginia. She is an active member of the American Health Lawyers Association and has been recognized in Best Lawyers: Ones to Watch® in America since 2021.

Megan Dhillon

Melissa Crespo helps clients navigate a wide range of challenging privacy compliance and data security matters with a focus on the health information and the health care sector. She regularly helps clients develop and implement privacy compliance programs and advises companies on managing risk in connection with cutting-edge technologies and data initiatives.Melissa has particular experience in advising clients on compliance with the Health Insurance Portability and Accountability Act (HIPAA) and other laws governing the collection and use of medical and health information.Melissa regularly counsels clients responding to data breaches and security incidents. She has successfully defended clients in numerous regulatory inquiries regarding data security practices, including investigations by the Federal Trade Commission, the U.S. Department of Health and Human Services, state attorneys general, and foreign regulators following data security incidents.Melissa also advises multinational companies on the privacy and data security aspects of their M&A transactions and has experience drafting and negotiating tailored privacy and data security contract provisions.In 2019, 2020, and 2021, The Legal 500 US recognized Melissa as a “Rising Star” in the area of cyber law, data privacy, and data protection. In 2016, she was shortlisted for the “Future Leader – Gender Diversity” award at the inaugural Chambers USA Diversity Awards. Melissa was a 2015 recipient of the Burton Award for Legal Achievement, which honors excellence in legal writing.Melissa earned her J.D., cum laude, from Howard University School of Law.

Melissa Crespo

Kelley Howes is chair of the Investment Management Group, co-head of the Securities + Derivatives Regulatory Solutions team, and managing partner of the firm’s Denver office.Kelley has over 30 years’ experience advising U.S. registered investment companies (including mutual funds, exchange traded funds, and interval funds), business development companies, registered investment advisers, and exempt reporting advisers on a wide range of legal, regulatory, and compliance matters. She also counsels clients regarding investment company status matters under the Investment Company Act.Recognized as a go-to counsel for independent fund trustees, Kelley frequently advises registered funds and their trustees on corporate governance, compliance, and regulatory matters, mergers and reorganizations, and regulatory examination and enforcement matters.Kelley is consistently recognized as a top advisor in Chambers USA and Chambers Global, receiving multiple distinctions for Registered Funds. She has also been recognized in the Finance: Fintech category of The Legal 500 US awards.Prior to joining Morrison Foerster, she served as executive vice president and general counsel of Janus Capital Group Inc., a NYSE-listed global asset management holding company. She also previously served as senior vice president and general counsel of Janus Capital Management LLC, a U.S. registered investment advisory subsidiary of Janus Capital Group, and as president of the Janus funds and president of Janus Distributors LLC.Kelley previously served as a director of Young Americans Bank/Young Americans Center for Financial Education, ICI Mutual Insurance Company, and the Denver Metro Chamber of Commerce.