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MoFo Advises Palladium Equity Partners in Agreement to Acquire a Majority Stake in DME Express

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Morrison Foerster advised Palladium Equity Partners, LLC, a Certified B Corp and the oldest minority-owned private equity buyout...

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Morrison Foerster advised Palladium Equity Partners, LLC, a Certified B Corp and the oldest minority-owned private equity buyout firm (along with its affiliates, “Palladium”), on a definitive agreement to acquire a majority equity interest in DME Express (“DME Express”), an established provider of durable medical equipment serving hospice providers across the United States. DME Express would be Palladium’s second investment in the hospice industry since inception, and the second platform investment by Palladium Equity Partners VI, LP. The closing of the contemplated transaction is subject to the satisfaction or waiver of certain conditions.The MoFo team advising in connection with the acquisition of DME Express was led by private equity/M&A partners James Lee and Michael Santos, together with associates Stefan Rajiyah, Melinda Shannon, and Daniel Villa. The MoFo team advising in connection with the acquisition financing was led by private equity/finance partners Dario Avram, Eric Min and Jake Burne, along with associate Garrett Jones. Invaluable assistance was provided by tax partner Richard Nugent and associate Kristie Espiritu; healthcare/FDA of counsel Megan K. Dhillon and associate Lindy Pittman; executive compensation partner Josh Lerner and associates Andre Silva Amorim and Arton Falahati; employment + labor partner Michael Schulman and associates Marcus Grimes and Melissa Harclerode; data, cyber + privacy partner Melissa Crespo and associate Carson Martinez; corporate associate Angelina Ditta; and technology transactions associate Scott Chen.Read Palladium’s <a href="https://www.prnewswire.com/news-releases/palladium-equity-partners-to-acquire-majority-stake-in-dme-express-from-waypoint-capital-partners-302719759.html" target="_blank">press release</a>.

MoFo Advises Palladium Equity Partners in Agreement to Acquire a Majority Stake in DME Express

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James Lee is a Corporate partner in Morrison Foerster’s Private Equity practice, where he focuses on complex M&A and private equity transactions across a wide range of industries. He has extensive experience advising private equity funds, venture capital funds, private investment firms, and high-net-worth family offices, along with their portfolio companies, on domestic and cross-border transactions. His practice includes mergers and acquisitions, leveraged buyouts, growth equity investments, AIV structure transactions, recapitalizations, reorganizations, divestitures, and debt and equity security investments.James represents private equity clients across key industries, including healthcare and life sciences, aerospace and defense, technology, advertising technology, the Internet of Things, SaaS-based services, internet-driven businesses, fintech, industrial technology and distribution, industrial and manufacturing.In addition to transactional work, James regularly advises senior executives, boards of directors, and private equity funds on corporate governance, portfolio company operations, executive compensation arrangements, and separations. He also counsels private equity funds on fund formation, structuring, and management, as well as the formation and operation of special purpose investment vehicles.Before joining Morrison Foerster, James was a corporate partner at another top international law firm, where he built a strong track record representing private equity sponsors and their portfolio companies in high-value, strategic transactions.Recognized by The Legal 500, “New York’s James Lee is exceptionally hard working, responsive and knowledgeable.”James received his J.D. cum laude from the Benjamin N. Cardozo School of Law, where he was a member of the Cardozo Arts & Entertainment Law Journal and was elected to the Order of the Coif. He received his B.A. from Binghamton University.

James Lee

Partner

Michael Santos is a corporate partner in the Transactions Department. His practice focuses on representing a broad range of investors, including institutional investors, private foundations, and public charities in deploying capital in early-stage and late-stage financings, mergers, acquisitions, asset purchases and sales.Michael also advises companies on structuring for impact, including through the use of benefit corporations, perpetual purpose trusts, hybrid or “tandem” arrangements between nonprofit and for-profit entities, and other alternative ownership structures.

Michael Santos

Stefan Rajiyah is a corporate associate in Morrison Foerster’s New York office and a member of the firm’s Social Enterprise and Impact Investing Group.Stefan advises social enterprises on a diverse range of transactional matters. He also counsels public and private companies in connection with M&A and other transactional matters.Prior to joining Morrison Foerster, Stefan was an associate in the corporate department of another law firm based in New York. Stefan received his J.D., magna cum laude, from New York University School of Law where he was a member of the Order of the Coif and an Executive Editor for the New York University Law Review. Stefan received his B.S.F.S., magna cum laude, in International Politics from the Walsh School of Foreign Service at Georgetown University where he was Phi Beta Kappa.

Stefan Rajiyah

Associate

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.

Melinda Shannon

Daniel Villa is a corporate associate in the Transactions Department in the Miami office of Morrison Foerster.Daniel’s practice focuses on a broad range of complex transactional matters, including mergers and acquisitions and private equity transactions, as well as general corporate governance. Daniel’s practice includes both domestic and cross-border transactions.Before joining Morrison & Foerster, Daniel served as a judicial intern to the Honorable Vice Chancellor J. Travis Laster at the Delaware Court of Chancery, where he assisted with extensive legal research and writing, and prepared judicial orders, opinions, and memoranda. Daniel was also a summer associate in the Miami office prior to joining the firm.Daniel earned his J.D. cum laude from the University of Florida Levin College of Law, where he served as the executive acquisitions editor for the Journal of Law and Public Policy. He also received the Pro Bono Recognition of Excellence Award for his dedication to pro bono while in law school. Daniel earned his M.S. magna cum laude and B.S. from the University of South Florida, where he also played on their NCAA Division I Men’s Soccer Team. Daniel also earned his M.B.A. cum laude and M.S. cum laude from Florida State University.<h4>Representative Experience</h4><h5>Mergers and Acquisitions</h5><ul><li>Rubicon Technology Partners, in Aline’s acquisition of Roobrik, Inc., a sales and marketing technology company specializing in prospect engagement and lead qualification.</li></ul>

Daniel Villa

Darío Avram is Chair of Morrison Foerster’s Finance Group and a member of the Private Equity Buyouts & Investment Group. His transactional practice is focused on financings and private equity matters, with additional experience in restructurings.Darío regularly represents private equity sponsors and their portfolio companies in a variety of complex U.S. and cross-border financing transactions, including leveraged buyouts, refinancings, and restructurings. He has led transactions covering a range of industries, including technology, financial services, healthcare and life sciences, industrials, professional services, and consumer products, among others. His representative funds clients include Alpine Investors, Altamont Capital Partners, Excellere Partners, Gryphon Investors, Main Post Partners, Palladium Equity Partners, Rubicon Technology Partners, San Francisco Equity Partners, Shamrock Capital Advisors, SkyKnight Capital, and Vector Capital.Darío has been recognized by Chambers USA as a notable practitioner for Banking & Finance in California. He was also recognized by Global M&A Network as one of Americas Top 50 Rising Dealmakers and by Legal 500 as a key partner for Private Equity Buyouts.

Dario Avram

Chair of Finance Group

Eric Min is a partner in the Finance and Private Equity Buyouts & Investment Groups at Morrison Foerster.Eric regularly advises private equity sponsors and their portfolio companies and fintech companies in a variety of complex U.S. and cross-border financing transactions, including leveraged acquisitions, syndicated lending, investment grade lending, asset-based lending, and warehouse facilities. Eric has substantial experience representing clients in transactions covering a wide variety of industries, including technology, fintech, consumer and retail and professional services.

Eric Min

Jake Burne is a partner in Morrison Foerster’s Finance Group. He represents both borrowers and lenders on a broad range of domestic and cross-border transactions, including acquisition financings and leveraged buyouts, senior syndicated facilities, fund financings and other secured and unsecured financings.

Jake Burne

Garret is a finance associate in Morrison Foerster’s San Francisco office.Prior to joining the firm, Garret was a Summer Associate in the San Francisco office.Garret earned his J.D. from the University of California College of the Law, San Francisco, where he was a Corporate Student Associate at the Startup Legal Garage. He also holds an M.B.A., magna cum laude, from Oklahoma State University, and a B.S. from Missouri Southern State University.Garret previously served as a Logistics Project Manager with the United States Army and also spent time as a Senior Logistics Customs and Compliance Officer with the United States Army Reserve.Garret also played professional soccer with FC Diessfuert in the German Bundesliga.

Garret Jones

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

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

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

Of Counsel

Lindy Pittman is an FDA associate in Morrison Foerster’s Washington, D.C. office and a member of the firm’s Complex Litigation Group.Lindy’s practice focuses on FDA and healthcare regulatory enforcement and compliance across the life sciences, healthcare, food, agriculture, and technology sectors.Prior to joining the firm, Lindy was a summer associate in the Washington D.C. office. While at law school, she was a research assistant for Northeastern University School of Law’s Center for Health Policy and Law. Lindy earned her J.D. from Northeastern University School of Law and her Master of Public Health from Tufts University School of Medicine. She received her B.S. in biology from Duke University.

Lindy Pittman

Josh Lerner is a partner in the Executive Compensation + Benefits Group based in the New York office of Morrison Foerster.Josh advises clients on all matters involving the compensation of senior executives, including employment, change in control, equity compensation, and severance arrangements.He counsels public and private companies on executive compensation issues in a range of corporate transactions, restructurings, and financings. He has experience designing, drafting, and negotiating employment agreements and administering equity incentive plans and awards. He also works regularly with public companies on compensation-related disclosures and corporate governance matters, including Securities Exchange Act of 1934 reports. Josh earned his J.D. from Columbia Law School where he was a senior articles editor of the Columbia Business Law Review.<h4>Representative Matters</h4><ul><li>Snow Software, a technology intelligence platform, on its acquisition by Flexera Software, a data-oriented SaaS solution company.</li><li>U.S. Silica Holdings, a global industrial minerals and logistics leader, in its $1.85 billion sale to entities affiliated with Apollo Global Management.</li><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><li>Palladium Equity Partners, in the $695 million sale of its majority interest in Trachte, a leading provider of highly engineered protection and control buildings with mission critical applications, to nVent Electric plc, a leading global provider of electrical connection and protection solutions.</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><li>McGrath RentCorp, leading provider of temporary and permanent space solutions, in its $3.8 billion acquisition by WillScot Mobile Mini Holdings Corp., a leader in innovative temporary space solutions.</li><li>Astellas Pharma in its acquisition of Propella Therapeutics, a biopharmaceutical company that combines medicinal chemistry with lymphatic targeting to create new oncology drugs.</li><li>SoftBank in connection with its $375 million acquisition of Berkshire Grey, a robotic automation company that went public via a SPAC merger in 2021.</li></ul><ul><li>Grant Thornton, one of America’s largest audit, tax, and advisory firms, in the sale of its Public Sector Advisory practice to Guidehouse, a portfolio company of Veritas Capital and leading global provider of consulting services to the public sector and commercial markets.</li><li>MTY Food Group, a leading franchisor in the North American restaurant industry, in its $200 million acquisition of BBQ Holdings, a franchisor and operator of fast casual dining.</li><li>Odevo AB, a Swedish company and a portfolio company of private equity client Fidelio Capital, in connection with its acquisition of KW Property Management & Consulting, LLC, a Florida-based company that provides property management services to homeowner associations, condominium boards, cooperative boards and townhome communities. </li><li>Tinicum and its portfolio company TSL Engineered Products in the sale of Advantek, a leading provider of highly engineered carrier tape and associated protective packaging products, to Cornell Capital.</li></ul>

Joshua Lerner

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

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

Arton Falahati

Michael Schulman is a partner in the firm’s Global Employment and Labor Group and co-head of the firm’s Washington, D.C. Litigation Department.Michael regularly advises clients in connection with important workforce-related matters, including hiring and negotiating employment agreements for senior executives, sensitive executive separations, internal workplace investigations, employment claims and disputes, and employment issues arising in the context of mergers, acquisitions, bankruptcies and other corporate transactions. Michael is known for using a pragmatic, efficient, and results-oriented approach, focused on achieving his clients’ desired business outcomes.Michael regularly guides clients through complex workforce issues, including, for instance allegations of workplace misconduct; restrictive covenant drafting, enforcement, and strategic evaluation; worker classification and wage-and-hour compliance practices; and the unique issues that arise in a unionized workplace. Michael’s experience covers a broad range of employment and labor laws at the federal, state, and local level, including Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the National Labor Relations Act, the Fair Labor Standards Act, the Fair Credit Reporting Act, the Uniformed Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, the Defend Trade Secrets Act, and corresponding state and local laws.Michael has unique experience addressing labor and employment matters that arise in connection with corporate transactions, particularly for private equity firms. Michael has represented clients in over 2,000 transactions, including many large-scale multinational mergers, acquisitions, and asset carve-outs. He regularly conducts acquisition-related labor and employment due diligence and advises clients on the employment and workforce integration or separation implications of mergers, acquisitions, sales, and financings.In the litigation context, Michael represents employers in U.S. federal and state court litigation, administrative agency proceedings, and arbitrations arising out of alleged labor and employment law violations. Michael defends employers against actions brought by government agencies, such as the Equal Employment Opportunity Commission and Department of Labor, as well as actions initiated by current and former employees. He also prosecutes suits against former employees and their new employers for breach of restrictive covenants.

Michael Schulman

Marcus Grimes is an associate in the Litigation Department in Morrison Foerster’s San Francisco office.Marcus earned his J.D. from the University of California, Hastings College of Law, where he was an inaugural California Scholar, co-president of the Black Law Student Association, and a member of the Moot Court Board. During law school, Marcus worked as a summer legal associate for a popular ride share company and was a summer associate at Morrison Foerster for two years.He received a B.A., cum laude, in legal communications with a minor in business administration from Howard University.

Marcus Grimes

Melissa Harclerode is an associate in Morrison Foerster’s Employment + Labor Group in the Washington, D.C. office.Melissa represents companies in a broad range of employment compliance and counseling matters, with a particular focus on navigating the employment dimensions of various complex corporate transactions, including mergers and acquisitions, spin-offs, and restructurings. She also has in-depth experience negotiating and drafting various employment, separation, and restrictive covenant agreements. Melissa routinely advises employers on mitigating risks for a variety of HR issues, including hiring, terminations, wage-and-hour compliance, leaves of absence, and policy management, among other areas.Melissa has experience with internal investigations of employment claims, including MeToo claims. She has also defended clients before the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the Occupational Safety and Health Review Commission, and other equivalent state agencies.Prior to joining the firm, Melissa was an associate at two international AmLaw 100 law firms.Melissa received her J.D. from the University of Virginia School of Law, where she received the Pro Bono Certificate of Recognition. During law school, she was the managing editor for Virginia Law and Business Review.

Melissa Harclerode

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

Carson Martinez is an associate in the Litigation Department of Morrison Foerster’s Boston office.Carson’s practice focuses on privacy and data security and consumer protection matters, with particular experience in compliance.Before joining Morrison Foerster, Carson was a summer associate at MoFo. Prior to her legal career, she advised cross-sector clients on policy matters pertaining to consumer health data privacy for a think tank. Additionally, Carson conducted compliance readiness assessments for the General Data Protection Regulation, California Consumer Privacy Act, and other privacy laws during her time at a major consulting firm.Carson received her J.D., cum laude, from the Boston University School of Law, where she served as editor of the Journal of Science and Technology Law. Carson received her B.S. in neuroscience from New York University and M.A. in bioethics and science policy from Duke University. During her time at NYU and Duke, she researched and worked on the policy and societal implications of emerging neuroscience and neurotechnologies at a think tank focused on neuroethics.

Carson Martinez

Angelina is a corporate associate in Morrison Foerster’s San Francisco office.Prior to joining the firm, Angelina was a Summer Law Clerk with the National Football League’s Management Council.Angelina earned her J.D. at Duke University School of Law, where she served on the Executive Board of the Innocence Project and was a member of the Business Law Society. She also received a B.S., cum laude, from Tulane University.

Angelina Ditta

Scott focuses on complex technology and intellectual property (IP) transactions, with particular experience on matters involving advanced hardware and software platforms. His work includes substantial contributions to transactions relating to smart glasses, mixed‑reality devices, and other next-generation wearable technologies.He prepares, analyzes, and revises a wide range of technology and IP-related agreements, including licensing and IP transfer agreements; bespoke IP licensing and services contracts involving novel technologies; development and collaboration arrangements; distribution and commercialization agreements; joint venture and services arrangements; manufacturing and supply agreements; SaaS and cloud services agreements; and other agreements arising in the technology space. His experience spans issues throughout the product life cycle, from early-stage development through launch and commercialization.Scott also contributes to the IP components of strategic investments and M&A, including IP and technology diligence across diverse technology sectors. He is an active participant in the firm’s pro bono efforts.Scott earned his J.D. from New York University School of Law, where he served as notes editor for the NYU Environmental Law Journal. He holds a B.S. in neuroscience and behavioral biology from Emory University. Prior to joining the firm, Scott was a summer associate in the San Francisco office in 2019.