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MoFo Advises Boyd Gaming in Deal to Sell Sam's Town Shreveport to Bally’s Corporation

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Morrison Foerster advised long-term client Boyd Gaming Corporation (NYSE: BYD) on the pending sale of Sam's Town Hotel & Casino...

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Morrison Foerster advised long-term client Boyd Gaming Corporation (NYSE: BYD) on the pending sale of Sam's Town Hotel & Casino in Shreveport, Louisiana, ("Sam's Town Shreveport") to Bally's Corporation (NYSE: BALY). The transaction is expected to close in the third quarter of 2026, subject to the satisfaction of customary closing conditions and the receipt of required regulatory approvals. Located adjacent to Bally's Shreveport Casino & Hotel in downtown Shreveport, Sam's Town Shreveport features a 29,000-square-foot casino with 750 slot machines and 14 table games, a 514-room hotel, multiple restaurants, a live entertainment venue, and convention and meeting space.﻿The MoFo team was led by M&A partners Brandon C. Parris (San Francisco) and Mike Krigbaum (Palo Alto) and associate Sam Breaks (San Francisco). The broader MoFo team included: technology transactions partner Tessa Schwartz (San Francisco) and associate Kevin Kallet (San Francisco); tax partner Richard Nugent (New York) and associates Seth Stowe (New York) and Kristie Espiritu (San Diego); real estate partner Thomas Fileti (Los Angeles); executive compensation partner Domnick Bozzetti (New York) and associate Andre Silva Amorim (New York); antitrust partners Kerry Jones (Washington, D.C.) and Jeff Jaeckel (Washington, D.C.); data, cyber + privacy partner Julie O'Neill (Boston); and M&A associate Melinda Shannon (San Francisco).Read <a href="https://www.prnewswire.com/news-releases/boyd-gaming-to-sell-sams-town-shreveport-to-ballys-corporation-302697846.html" target="_blank">Boyd’s press release</a>.

MoFo Advises Boyd Gaming in Deal to Sell Sam's Town Shreveport to Bally’s Corporation

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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, with significant experience advising companies in connection with shareholder activism, including defense strategy, engagement, and preparedness, 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 Krigbaum is a partner in Morrison Foerster’s Transactions Department and Managing Partner of the firm's Palo Alto office. Mike focuses on mergers and acquisitions, including private and public acquisitions of technology and life sciences companies on both the buy-side and target-side, and venture capital transactions, as well as on emerging company counseling.For his M&A clients, Mike advises on domestic and cross-border deal structuring and mechanics relating to stock and asset purchases, mergers, divestitures, tender offers, joint ventures, spin-offs and restructurings.Mike also represents a number of venture capital firms, corporate venture capital divisions and emerging companies, both in the technology and life science industries, with respect to venture capital transactions, negotiations and structuring, as well as general emerging company counseling.<h4>Representative Transactions</h4><h5>Mergers and Acquisitions</h5><ul><li>Rivian Automotive in the formation of an equally controlled and owned joint venture with Volkswagen Group to create next generation software-defined vehicle (SDV) platforms to be used in both companies' future electric vehicles.</li></ul><ul><li>Vontier Corporation in its sale of Global Traffic Technologies, LLC, a US-based leading provider of intelligent traffic management systems and solutions, to Miovision, a Canada-based traffic optimization company.</li></ul><ul><li>Era Software, an observability and log management innovator, in connection with its sale to ServiceNow (NSYE: NOW), a leading digital workflow company.</li><li>Southwest Gas Holdings, Inc. in connection with its $2 billion acquisition of Questar Pipeline, consisting of Dominion Energy Questar Pipeline, LLC, its subsidiaries, and certain associated affiliates, including Overthrust Pipeline, White River Hub, and Questar Field Services from Dominion Energy, Inc.</li></ul><ul><li>Unical Aviation Inc. and certain of the company’s affiliates in its sale to Platinum Equity, a Los Angeles-based global investment firm with more than $25 billion of assets under management. </li><li>MobileIron, Inc. in its sale for approximately $900 million to Ivanti, Inc., a leading provider of enterprise-grade intelligent IT management and security software solutions.</li><li>McAfee in its acquisition of Skyhigh Networks, Inc., a worldwide leader in the cloud access security broker (CASB) market segment.</li><li>VMware, Inc. in its $1.54 billion acquisition of AirWatch, a mobile device management provider.</li><li>VMware, Inc. in its acquisition of Ananda Networks, a cloud-managed service that enables organizations to create their own private networks</li><li>VMware, Inc. in its acquisition of AetherPal, Inc., a market leader in mobile support.</li><li>VMware, Inc. in its acquisition of Avi Networks, developer of an application delivery platform designed to deliver multi-cloud application services.</li><li>VMware, Inc. in its acquisition of BitRock, Inc. (doing business as Bitnami), a leader in application packaging solutions.</li><li>VMware, Inc. in its acquisition of CloudCoreo, a next-generation cloud security service.</li><li>VMware, Inc. in its acquisition of CloudVelox, a designer of cloud automation and optimization software.</li><li>VMware, Inc. in its acquisition of Desktone, Inc., a Massachusetts-based company that pioneered Desktops as a Service (DaaS), delivering desktops and applications as a cloud service.</li><li>VMware, Inc. in its acquisition of <a rel="noopener" target="_blank" href="https://mode.net/">Mode.net</a>, developer of a cloud-based online performance platform intended to transform the cost and convenience of private fiber.</li><li>VMware, Inc. in its acquisition of network analytics software firm Nyansa.</li><li>VMware, Inc. in its acquisition of the Mountain View-based cloud networking startup VeloCloud™ Networks, Inc.</li><li>VMware, Inc. in its acquisition of Veriflow Systems, provider of network security systems designed to eliminate outages and vulnerabilities in the network.</li><li>VMware, Inc. in the sale of the rights to its VMware vCloud Government Service, a FedRAMP-compliant solution that was developed in partnership between QTS and VMware to deliver cloud services to the Federal sector, to QTS Realty Trust, an international provider of data center, managed hosting, and cloud services.</li><li>VMware, Inc. in its acquisition of Wavefront, a metrics monitoring service for cloud and modern application environments.</li><li>Walmart in its acquisition of assets of <a rel="noopener" target="_blank" href="https://art.com/">Art.com</a>, the world’s largest online retailer in the art and wall décor category.</li><li>Walmart in its acquisition of Bare Necessities, an online retailer of women’s bras, swimwear, shapewear and sleepwear.</li><li>Walmart in its acquisition of Eloquii, Inc., a retailer of women’s apparel specifically designed for women size 14 and up.</li><li>Walmart and its Global eCommerce division in a strategic alliance with <a rel="noopener" target="_blank" href="https://jd.com/">JD.com</a>, China’s largest e-commerce company by revenue, in a transaction that included Walmart’s acquisition of an equity stake in <a rel="noopener" target="_blank" href="https://jd.com/">JD.com</a> valued at approximately $1.5 billion.</li><li>Walmart in its acquisition of MeMD, Inc., a multi-specialty telehealth provider.</li><li>Vendorin, LLC, an integrated payment network and supplier engagement platform, in its $90 million sale to Corcentric, Inc., a leading provider of source-to-pay and order-to-cash software and services. </li><li>Mirantis, Inc. in its acquisition of the Docker Enterprise platform business from Docker, Inc.</li><li>McKesson Corporation, a leading international healthcare services and information technology company, in its acquisitions of Vantage Oncology, LLC, a leading national provider of radiation oncology, medical oncology and integrated cancer care, and Biologics, Inc., an oncology pharmacy services company. The combined value of the two transactions is $1.2 billion.</li><li>McKesson Corporation in its acquisition of LABSCO, a privately held, Kentucky-based distributor of diagnostic equipment for community hospital labs and private office labs.</li><li>McKesson Corporation in the $130 million sale of ZEE Medical to Cintas Corporation, the publicly traded uniform and first aid products company.</li><li>McKesson Corporation in the restructuring and divestiture of McKesson’s VITAL Platform to private equity firm Comvest Investment Partners.</li><li>Intel Corporation in its acquisition of the HTML5 developer tools business of appMobi, Inc., a Lancaster, PA, company that provides development tools and cloud-based services built on HTML5, CSS and Javascript.</li><li>Intel Corporation in its acquisition of Basis Science, Inc., a wearable fitness watch company.</li><li>Intel Corporation in its acquisition of Mashery, Inc. via a reverse triangular merger.</li><li>Intel Corporation in the acquisition of a Korean computer vision company.</li><li>Intel Corporation in the asset purchase of a digital media design company.</li><li>Santen Pharmaceutical in its acquisition of InnFocus, a development stage medical device company.</li><li>RNTS Media N.V. in its acquisition of Heyzap, Inc., a mobile advertising network company based in San Francisco.</li></ul><h5>Venture Capital</h5><ul><li>Walmart in a $500 million financing and strategic alliance with New Dada, China's largest localized on-demand logistics and grocery O2O ecommerce platform.</li><li>Delivery Hero in connection with several venture capital investments.</li><li>Taiho Ventures (an investment arm of Taiho Pharmaceuticals) in its strategic investments in multiple startup companies.</li><li>Astellas Venture Management (an investment arm of Astellas Pharma) in multiple venture capital investments, including both early- and late-stage investments.</li><li>Santen Pharmaceutical in multiple venture capital investments, including both early- and late-stage investments.</li><li>Spectrum28 (an early-stage investment fund) in multiple seed investments.</li><li>Longitude Capital in multiple venture capital investments, including both early- and late-stage investments, as well as cross-border investments.</li><li>New Enterprise Associates and Oak Investment Partners as sellers and continuing shareholders in a strategic alliance between their portfolio company Lianlian Group, a China-based mobile services company, and American Express.</li><li>Snaplogic, a cloud and data integration company, in its Series A, Series B and Series C financing rounds.</li><li>DNAnexus, a provider of cloud-based genome informatics and data management, in its incorporation and Series A and Series B financing rounds.</li><li>Sight Sciences, an ophthalmic medical device company, in its Series A and Series B financing rounds.</li><li>Sugarfina, Inc., a luxury candy brand that now operates over 30 boutiques and Nordstrom shop-in-shops across North America, in its Series B Preferred Stock financing.</li></ul>

Mike Krigbaum

Partner

Samantha Breaks is a corporate associate in the San Francisco office of Morrison Foerster.Samantha represents public and private companies and private equity firms in connection with complex transactions, including cross-border mergers and acquisitions. She also counsels on general corporate and governance matters.Prior to joining the firm, Samantha was at another major law firm, where she advised on complex transactions and corporate governance.Samantha earned her J.D. from the University of Ottawa. She received her Bachelor of Public Affairs and Policy Management (International Affairs) from Carleton University in Ottawa, Ontario.

Sam Breaks

Associate

Tessa Schwartz has an active practice counseling companies on intellectual property issues, and negotiating complex intellectual property and commercial agreements. She advises on a range of strategic transactions, including key patent licenses and acquisitions, technology procurement agreements, and complex development, collaboration, joint-venture and distribution deals. Tessa also regularly advises companies on the IP aspects of their M&A transactions.In addition to maintaining an active practice and working with clients on a daily basis, Tessa is co-chair of the firm’s Technology Industry Group, founder and co-chair of the firm’s Artificial Intelligence Group and previously served as co-chair of the global Transactions Department.Tessa advises clients primarily in technology and data intensive sectors, representing artificial intelligence (AI), robotics, machine learning, software, SaaS, cloud computing, hardware, consumer electronics and products, social media, Internet, mobility and wireless, space and satellites, e-commerce, advertising, healthcare, fintech, transportation, semiconductor, and other companies. Tessa’s M&A experience includes advising Autodesk, BlackBerry, Fortive, Honeywell, Salesforce, Uber, Unilever, Unity, Walmart, and others on the IP aspects of strategic transactions. Tessa provides clients with prelitigation and litigation advice. She frequently advises executives and senior management on strategic business, legal and commercial issues, including the structuring of transactions, risk management and contract compliance. She also counsels clients with respect to a wide variety of IP issues, including patent exhaustion and implied licenses, standing and standards, the protection of data and other trade secrets and the development and distribution of open-source software.In addition to her transactional expertise, Tessa’s litigation background includes representing clients in arbitration, as well as in state and federal courts in such areas as antitrust, false advertising, unfair competition, breach of contract, securities, trademark, copyright and trade secret law. Her litigation experience includes complex, multidistrict and class action litigation, as well as appellate advocacy.Tessa has been ranked in Chambers and Legal 500, with clients describing her as, “one of the best attorneys I've ever worked with.” Tessa has been recognized by Chambers USA 2022 as being highly experienced in the field of technology and intellectual property transactions. Clients have commented on Tessa as having "...the ability to translate complex topics into what's necessary to get a deal done. She does a good job of making our technology accessible”. Further, Tessa "ticks all of the essential boxes, timely, efficient, knowledgeable and helpful, but she really stands out by taking time to learn our business and our products so she can give practical and actionable advice. Tessa helps us focus on key issues and balance risks to make choices."Tessa’s pro bono efforts have included work for The Biomimicry Institute, Goodwill, Common Sense Media, Business for Social Responsibility, The World Wildlife Fund, Build Change and the Sustainability Accounting Standards Board (SASB). She also provides IP advice to a variety of cultural, media and arts organizations; and other assistance for nonprofits. She recently received the Wiley W. Manuel Award for Pro Bono Legal Services from the State Bar of California.Tessa received her B.A. magna cum laude from Harvard College in 1991. In 1996, she earned her J.D. from the University of California at Los Angeles, where she was elected to the Order of the Coif.Tessa served as global managing partner of Morrison Foerster from 2016 to 2022 and previously served as co-chair of the firm’s Technology Transactions Group.

Tessa Schwartz

Kevin Kallet is an associate in Morrison Foerster’s San Francisco office and a member of the firm’s Technology Transactions Group.Kevin’s practice focuses on transactions involving a broad range of intellectual property and technology, with particular emphasis on software and SaaS licensing and emerging technologies. He regularly advises clients in the artificial intelligence, enterprise software, and digital media industries, and provides product counseling on technology development, deployment, and regulatory compliance.Kevin counsels both providers and customers of AI models and services on issues relating to the development, procurement, and deployment of AI technologies. His experience includes drafting and negotiating contracts and terms of use for the provision of AI services, developing internal and external AI governance frameworks, and advising on training data practices and related contractual commitments. Kevin also advises companies and their financial sponsors regarding intellectual property and AI-related aspects of M&A transactions.Prior to joining Morrison Foerster as an associate, Kevin was a summer associate in the Technology Transactions Group.Prior to law school, Kevin worked at Google as a legal specialist, supporting the commercial and product counsel teams for various global products. He draws on his background to provide comprehensive advice to clients based on their practical business needs.Kevin earned his J.D. from University of California, Berkeley, School of Law, where he was elected to the Order of the Coif and received Pro Bono Highest Honors. Kevin held leadership positions for Berkeley Law’s Startup Law Initiative and the Berkeley Business Law Journal and was a member of the California Law Review. Kevin earned his B.A. summa cum laude from the University of Arizona Honors College.

Kevin Kallet

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

Seth Stowe is an associate in Morrison Foerster’s New York office and a member of the firm’s Tax Group.Seth advises clients on a broad range of transactional, structuring, and advisory tax matters, including U.S. federal income tax considerations related to joint ventures, debt and equity offerings, mergers and acquisitions, reorganizations, financings, and real estate investment trusts. Before joining Morrison Foerster, Seth served as a law clerk to the Honorable Stacey W. Moreau, 22nd Judicial Circuit of Virginia, where he drafted legal memoranda analyzing a variety of civil and criminal issues.Seth received his J.D. from the University of Virginia School of Law, where he also served as a production editor for the Virginia Tax Review. Seth received his B.A. in history with a minor in foreign affairs from the University of Virginia.

Seth Stowe

Kristie Espiritu is a tax associate in the San Diego office of Morrison Foerster.Kristie’s experience spans a wide range of transactional, structuring, and advisory tax matters affecting domestic businesses. She regularly advises clients on their tax issues in the areas of joint ventures, partnerships, real estate investment trusts, renewable energy, mergers and acquisitions, and tax- exempt organizations.Kristie is an adjunct professor at USD School of Law, where she teaches classes on partnership tax.

Kristie Espiritu

Tom Fileti is the co-head of the firm’s U.S. Real Estate Group. He represents a broad spectrum of clients in connection with investments in, and the financing, development, operation, and disposition of, real estate assets in California and throughout the United States. He has a track record of representing clients with substantial and complex transactions. In the recent words of clients, Tom is “one of the smartest and most thoughtful attorneys in the market today,” (Legal 500 US) and is “exceptionally thorough, deliberate, careful and thoughtful,” “fantastic at thorny transactions,” and a “strategic thinker” who “sees the implications of [client] decisions miles down the road and advises [clients] accordingly.” (Chambers USA)Tom’s practice emphasizes transactions involving REITs; acquisition and disposition of real estate assets, loans, and portfolios; real estate finance transactions and credit facilities of all types; matters involving the financing, acquisition, operation, and disposition of hotels and resorts; real estate joint ventures and other equity investments involving development projects, acquisitions, and portfolios; credit lease and master lease transactions involving corporate real estate assets and real estate aspects of mergers and acquisitions involving REIT's and other companies with deep real estate footprints; and workouts, restructurings, exercise of remedies and dispositions with respect to problem loans, troubled joint ventures, and other problem real estate investments. His practice involves all property types, including office, residential (multi-family, subdivisions, and condominiums), retail, hospitality, mixed-use, industrial, data centers and land development projects. Tom regularly represents financial institutions and other clients in connection with syndicated credit facilities; A/B notes and participation arrangements; mezzanine financing; and intercreditor and co-lender arrangements related to the financing of major real estate projects.Tom’s REIT practice includes such matters as representing REITs and contributors in connection with tax deferred roll-up transactions involving the receipt of common and custom-tailored preferred operating partnership units; representing clients selling projects to REITs in taxable transactions involving cash consideration or REIT securities; representing lenders providing financing to REITs for working capital and acquisition or development lines (including credit facilities in connection with REIT IPOs); and representing REITs or their counterparties in connection with joint ventures, purchase and sale transactions involving individual projects and portfolios, development projects, credit facilities, mortgage and mezzanine loan investments, and other matters.Tom is a fellow of the American College of Real Estate Lawyers.<h4>Representative Experience</h4><ul><li>Represented data center developer in connection with negotiation of construction contract for construction of first phase of data center complex pre-leased to a hyperscaler, with a guaranteed maximum price of $2 billion.</li><li>Represented participant in connection with its participation in separate $7 billion and $8 billion build-to-suit synthetic lease transactions involving the construction of data centers for a hyperscaler.</li><li>Represented technology fund investor in negotiation and diligence for purchase of data center platform for $27 billion. The platform owns and controls data centers in operation and leased primarily to hyperscalers, a significant number of data centers preleased and under development and thousands of acres for future development, and has financing in place in excess of $20 billion across multiple types of capital markets executions, including CMBS, ABS, project finance and credit facilities.</li></ul><ul><li>Represented administrative agent, arrangers, and lenders in connection with revolving line of credit and term loan facility aggregating $585 million provided to NTT DC REIT, a real estate investment trust listed on the Singapore stock exchange, in connection with its IPO. The credit facility is supported by the REIT’s assets, which consist of data centers located in the United States, Singapore and Europe. The facility includes an accordion feature, pursuant to which the borrower may request increases in the lenders’ commitments by up to $800 million. </li><li>Represented private equity fund in connection with the acquisition of a former automotive manufacturing facility in Ohio, and negotiation of construction contract for improvements to the site that will result in the transformation of the facility into a state-of-the-art manufacturing facility focused on the production of data center equipment. </li><li>Represented borrowers affiliated with GLP Pte. Ltd. in connection with several CMBS financing transactions (consisting of mortgage, senior mezzanine, and junior mezzanine financing tranches) aggregating in excess of $2.85 billion and secured by a total of 271 industrial and logistics properties located throughout the United States that were acquired from Industrial Income Trust through a merger transaction valued at $4.55 billion.</li><li>Represented Genentech, Inc. in connection with various lease financing transactions aggregating over $1.38 billion for the acquisition or construction of office buildings, pilot plants, and other manufacturing facilities. These transactions included a $520 million lease financing, the primary source of funding for which was a “single issuer” commercial paper program that was secured by condominium units created through the vertical subdivision of Genentech’s Vacaville, California, manufacturing campus.</li><li>Represented Boyd Gaming Corporation in connection with the real estate aspects of its acquisition of four Pinnacle Entertainment, Inc. casinos/resorts for cash consideration of approximately $575 million in conjunction with Penn National Gaming, Inc.’s $2.8 billion acquisition of the balance of Pinnacle Entertainment, Inc.’s assets. This representation included the negotiation on behalf of Boyd Gaming Corporation, as lessee, of master lease agreements with real estate investment trust Gaming and Leisure Properties, Inc. (GLPI) related to the land and real estate facilities associated with the casinos. </li><li>Represented Equity Residential in connection with its joint acquisition, with AvalonBay, of the assets of Archstone from Lehman Brothers, involving a valuation (including assumed indebtedness) in excess of $16 billion.</li><li>Represented UDR, Inc. in connection with a series of joint venture transactions with Metropolitan Life Insurance Company, relating to the acquisition or development of multi-family assets in California, New York, Texas, and other locations valued in excess of $2 billion.</li><li>Represented UDR, Inc. in connection with an agreement by Home Properties, L.P. to contribute apartment projects in the Washington, D.C., metropolitan area valued in excess of $900 million, in exchange for cash, assumption of debt, and limited partner interests in a “down-REIT” partnership that UDR formed and to which UDR contributed additional real estate projects having a value in excess of approximately $1.2 billion. This contribution transaction was part of an overall transaction among UDR, entities controlled by Lone Star Funds, Home Properties, L.P., and its general partner Home Properties, Inc., valued at approximately $7.6 billion, including associated property management and development management agreements.</li><li>Represented the general partner of 16 different real estate partnerships in connection with the contribution by that partner to a REIT’s operating partnership of its partnership interests in the partnerships, concurrently with the tender offer by the REIT for the partnership interests owned by all limited partners, in a transaction involving apartment projects valued at approximately $400 million.</li><li>Represented seller in connection with the sale of four Luxury Collection hotels to Starwood Lodging Trust for $350 million. Consideration for the transaction consisted in part of cash and in part of stock in Starwood Lodging Trust.</li><li>Represented luxury hotel developer Pontiac Land Group in connection with negotiation of joint venture and air rights lease with the Mayo Clinic for development of a luxury hotel on top of the premier building in the heart of Mayo Clinic’s Rochester, Minnesota, campus.</li><li>Represented a large asset management company in connection with the $144 million acquisition of a multifamily residential project and commercial project, each structured as separate condominium units within a mixed-use complex, in Bethesda, Maryland.</li><li>Represented a subsidiary of Mori Trust Co. Ltd. in connection with the $535 million sale of HQ@First, a three-building office park in San Jose, California, wholly leased to Micron Technologies, to a subsidiary of the KKR Real Estate Select Trust fund. Upon closing, this was the Bay Area’s largest office transaction in 2021. Our firm also represented Mori Trust Co. Ltd. in connection with its acquisition of this property in 2019, which was also the largest real estate transaction that year in Silicon Valley.</li><li>Represented Wells Fargo Bank as arranger and administrative agent in connection with $580 million in syndicated acquisition financing to a joint venture among affiliates of Douglas Emmett, Inc., Qatar Investment Authority, and Korea's National Pension Service in connection with the joint venture’s acquisition of a portfolio of office projects in the Westwood district of Los Angeles from affiliates of the Blackstone Group for $1.34 billion. Our firm also represented Wells Fargo in the $625 million refinancing of this loan in 2021.</li><li>Represented administrative agent, arrangers, and lenders in connection with revolving line of credit and term loan facility aggregating $750 million provided to Four Corners Operating Partnership, LP, the operating partnership of Four Corners Property Trust, in connection with its IPO and the spinoff and leaseback of real estate assets (consisting of 424 restaurant locations) by Darden Restaurants, Inc.</li><li>Represented administrative agent, arrangers, and lenders in connection with revolving line of credit and term loan facility aggregating $380 million provided to Prime US REIT, a real estate investment trust listed on the Singapore stock exchange, in connection with its IPO, secured by a pledge of ownership interests in subsidiaries that own office buildings located in major metropolitan areas of the United States and in connection with several exercises by the borrower of its accordion rights that increased the lenders’ commitments to $600 million.</li><li>Represented Hypothekenbank Frankfurt (formerly known as Eurohypo, A.G.) in connection with the disposition of portfolios of mortgage loans, mezzanine loans, and participation interests in mortgage and mezzanine loans, in separate transactions to Wells Fargo Bank, to a real estate opportunity fund sponsored by Blackstone, to a major money center bank, and to SunTrust Bank (now, Truist Bank). The aggregate consideration in connection with these dispositions exceeded $1.7 billion.</li><li>Represented administrative agent for senior lenders in connection with default by borrower on a $180 million construction loan for construction of luxury hotel in Paradise Valley, Arizona, appointment of receiver, forbearance agreement, foreclosure, inter-lender disputes, disputes with hotel manager related to performance guaranty payments due under hotel management agreement, evaluation of issues associated with bankruptcy of mezzanine lender (Lehman Brothers), and ultimate disposition of the project.</li><li>Represented co-arrangers and agents of senior construction loan for a $700+ million mixed‑use project in Flushing, Queens, in connection with structuring and documentation of solutions dealing with default by borrower; in connection with failure of mezzanine lender to fund its share of advances at the height of the financial crisis in 2009; in connection with litigation commenced by mezzanine lender against the administrative agent; in connection with litigation commenced by one of the senior lenders against the administrative agent; and in connection with several restructurings of the loan, sales of loan positions by lenders, and ultimate payment in full of the loan.</li></ul>

Thomas R. Fileti

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

Domnick Bozzetti

Andre Amorim is an associate in the New York office and a member of the firm’s Executive Compensation and Benefits practice.Andre’s practice focuses on a wide range of compensation and benefits matters. He advises both public and private companies on tax and securities law issues in connection with complex corporate transactions, including mergers and acquisitions, financings, and initial public offerings. He also advises employers and executives in the negotiation, design, and implementation of employment, severance, change in control, deferred compensation, equity, and other incentive compensation plans and arrangements.Prior to joining the firm, Andre advised on executive compensation and employee benefits law at another multinational law firm. He was also previously with Ernst & Young’s People Advisory Services Department, where he focused on various executive compensation and employee benefits issues with respect to foreign and domestic equity-based incentive plans, long-term incentive plans, ERISA and Affordable Care Act compliance, and qualified retirement benefit plans.Andre earned his B.A. in economics from Fordham University and his J.D. from Fordham University School of Law.

Andre Amorim

Kerry Jones is a partner in Morrison Foerster’s Global Antitrust Law Practice Group. Her practice includes supporting clients across the spectrum of antitrust and competition law matters, such as strategic counseling to manage antitrust risks, Hart-Scott-Rodino premerger notification filings, gun jumping and merger clearance advocacy, internal investigations, and antitrust litigation. Kerry has experience representing clients across variety of industries, including telecommunications, semiconductors, artificial intelligence, robotics, and life sciences. She has experience representing domestic and multinational companies in federal courts.Kerry received her J.D. from the University of Virginia School of Law, where she served on the editorial board of the Virginia Journal of Law and Politics. Kerry is admitted to practice in Virginia and Washington, D.C.<h4>Representative Experience</h4>Kerry has supported clients in all phases of the antitrust review process including:<ul><li>Sprint Corp. and SoftBank, the controlling shareholder of Sprint, in the landmark $59 billion merger of Sprint and T-Mobile US, Inc. The deal is one of the largest telecommunications deals in history.</li><li>TOPPAN in its $1.8 billion acquisition of Sonoco’s thermoformed and flexibles packaging business</li><li>Sekisui House in its $4.9 billion acquisition of M.D.C. Holdings</li><li>Unity Software in its $4.4 billion acquisition of ironSource</li><li>Palo Alto Networks in its $3.35 billion acquisition of Chronosphere</li><li>SoftBank in its acquisition of Ampere Computing for $6.5 billion</li><li>SoftBank in its $4.4 billion investment in WeWork, and later its $10 billion investment in the company</li><li>SoftBank ) in its $7.7 billion investment in Uber</li><li>Mobileye in its $15.3 billion acquisition by Intel</li><li>Axalta Coating Systems in its purchase of assets divested in connection with the Federal Trade Commission's review of an acquisition in its industry</li><li>Boyd Gaming Corporation in its acquisition of three casinos and in its purchase of assets divested in connection with the Federal Trade Commission’s review of an acquisition in its industry</li><li>ON Semiconductor in its $2.5 billion acquisition of Fairchild Semiconductor</li></ul>

Kerry Jones

Jeff has notable experience representing public and private corporations in connection with their most significant and complicated antitrust litigation in federal and state courts. He regularly represents clients in all antitrust aspects of complicated transactional matters, including strategy and structuring of transactions to avoid antitrust risk and achieve strategic business objectives, and U.S. and multinational merger notification and review. Jeff also represents domestic and international companies in connection with government investigations of conduct, including civil investigations relating to monopolization or criminal investigations of alleged price-fixing. Jeff also assists clients in the protection of their intellectual property and counsels clients on the antitrust ramifications of commercial agreements to capitalize on the value of intellectual property.Jeff represents clients across a range of industries, including pharmaceuticals and medical devices, semiconductors, software, Internet services, transportation, consumer products, telecommunications, and media and entertainment.In addition to his active practice, Jeff served as Morrison Foerster’s Vice Chair from, October 2022-December 2025. Jeff formerly served as co-chair of Morrison Foerster’s Global Antitrust Law Practice Group and as a member of the firm’s Board of Directors, and co-chair of the firm’s eDiscovery Task Force.Jeff serves as an associate editor of the Antitrust Magazine of the American Bar Association Antitrust Section. He graduated with honors and was a member of Omicron Delta Epsilon, the international honor society in Economics. He was a writing staff member for the Wisconsin Environmental Law Journal, and was elected to Order of the Coif.

Jeff Jaeckel

Clients seek out Julie because of her practical advice on cutting-edge issues at the intersection of privacy and consumer protection laws. She provides clients with practical solutions to compliance challenges around a wide variety of both online and offline privacy issues, including tracking, interest-based advertising, geo-targeting and other mobile tracking, personalization, and cross-device tracking. Recognized in The Legal 500 US 2014, 2016, 2019, and 2020 and Chambers USA 2021 for her exceptional legal work, her clients praise her saying, “She is really good at giving practical, targeted advice and taking stock of what the risk profile of the client is, so that the advice is holistic.” (Chambers USA).Julie provides clients with creative and practical advice on meeting the requirements of state and federal privacy laws, including the Federal Trade Commission Act (FTC), the California Consumer Privacy Act (CCPA), Children’s Online Privacy Protection Act (COPPA), and the Family Educational Rights and Privacy Act (FERPA). She crafts guidelines and compliance programs for clients’ collection, use, and disclosure of personal information in diverse contexts and throughout the life cycle of their initiatives, such as for connected products (the Internet of Things) and mobile services. She also drafts privacy and cookies policies, online service terms of use, agreements involving online and offline advertising and marketing practices, and agreements concerning a variety of data uses. In addition, Julie helps clients assess and manage privacy risks, including in connection with mergers, acquisitions, and other strategic transactions.Julie creates compliance programs for clients’ use of a wide variety of channels for communicating with and marketing to consumers, including email, telephone, text message, and fax, both in the United States and around the world. She works with clients to develop their social media strategies and to clear their social media content. She also reviews advertising in both traditional and new media for compliance with applicable laws, including Section 5 of the FTC Act and various FTC rules and guides. In addition, she works with clients to structure, market, and implement their sweepstakes, contests, and other promotions in compliance with applicable laws.As a former FTC staff attorney, Julie regularly defends companies in investigations by the FTC and before data protection authorities around the world.<h4>Representative Experience</h4><ul><li>A company that creates online software used by schools in an FTC investigation of alleged COPPA violations.</li><li>A consumer services company investigated by the Korean data protection authority for alleged privacy violations</li><li>A manufacturer in connection with a challenge of its environmental advertising claims by the FTC </li><li>An advertising services company in an investigation of alleged privacy-related violations of the FTC Act</li><li>An online provider of entertainment services in an FTC investigation of alleged COPPA violations</li><li>A beverage company in an FTC investigation of alleged COPPA violations</li></ul>Before attending law school, Julie was a Peace Corps volunteer in The Gambia, West Africa.

Julie O'Neill

Melinda is a corporate associate in Morrison Foerster’s San Francisco office.Prior to joining the firm, Melinda was a Summer Associate in the San Francisco office. She also spent time as a Judicial Extern at the U.S. District Court, Northern District of California.Melinda earned her J.D., cum laude, from the University of California College of the Law, San Francisco. While at law school, Melinda was an Executive Editor of the Hastings Law Journal. Melinda also holds a B.A., magna cum laude, from the University of California, Berkeley.