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MoFo Advises Modiv Industrial on its $535 Million All-Stock Sale to Global Net Lease

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MoFo advised Modiv Industrial (NYSE: MDV) on its $535 Million all-stock sale to Global Net Lease (NYSE: GNL).Modiv Industrial is...

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MoFo advised Modiv Industrial (NYSE: MDV) on its $535 Million all-stock sale to Global Net Lease (NYSE: GNL).Modiv Industrial is a publicly listed, internally managed real estate investment trust (REIT) that owns a portfolio of single-tenant net-lease real estate and actively acquires industrial manufacturing properties with long-term leases to mission critical tenants that fuel the national economy.Our team included partners Andy Campbell, Lauren Bellerjeau, Joe Sulzbach, and Shane Shelley and associates Gaby Fortun, Patricia Perez Elias and Camille Richieri.Read the <a href="https://www.businesswire.com/news/home/20260504430628/en/Global-Net-Lease-to-Acquire-Modiv-Industrial-in-%24535-Million-Transaction" target="_blank">Modiv Industrial press release</a>.

MoFo Advises Modiv Industrial on its $535 Million All-Stock Sale to Global Net Lease

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Andy’s practice focuses on representing issuers and underwriters in capital markets transactions and advising public and private companies on a variety of other corporate and securities matters, including strategic transactions, corporate governance matters, and compliance with the U.S. federal securities laws and the listing standards of securities exchanges.Andy has extensive experience advising both issuers and underwriters in initial public offerings and other registered and unregistered offerings of common and preferred equity, debt, and equity-linked securities. He also serves as primary outside counsel to a number of public and private companies and regularly advises members of management and boards of directors regarding corporate and securities matters.Andy is recognized as a leading lawyer in Chambers USA 2025 for REITs and as a “Notable Practitioner” in IFLR1000 for Capital Markets: Equity. He is recommended by The Legal 500 US for the areas of Capital Markets: Equity Offerings and REITs.<h4>Representative Experience</h4><ul><li>Represented SoftBank Group Corp. in its $2 billion PIPE investment in Intel Corporation (Nasdaq: INTC).</li><li>Represented MedEquities Realty Trust, Inc. (NYSE: MRT) in connection with its $256 million initial public offering, its $164 million 144A offering and private placement of common stock, and its $125 million private placement of preferred stock.</li><li>Represented Inovalon Holdings, Inc. (Nasdaq: INOV) in its $685 million initial public offering.</li><li>Represented Unity Software Inc. (NYSE: U) in connection with its $1.0 billion convertible notes offering to affiliates of Silver Lake and Sequoia Capital.</li><li>Represented RH (NYSE: RH) in connection with its $350 million Rule 144A offering of convertible notes.</li><li>Represented the initial purchasers in separate Rule 144A offerings of $375 million of 7.250% senior secured notes and $941 million of zero coupon senior secured notes of Diversified Healthcare Trust (Nasdaq: DHC).</li><li>Represented UDR, Inc. (NYSE: UDR) in connection with multiple public offerings of debt and equity securities resulting in proceeds in excess of $6 billion.</li><li>Represented Armada Hoffler Properties, Inc. (NYSE: AHH) in connection with multiple public offerings of common and preferred stock and private placements of operating partnership units.</li><li>Represented the dealer manager in exchange offers for senior notes of Office Properties Income Trust (Nasdaq: OPI).</li><li>Represented SoftBank Group Corp. in its $50 million PIPE investment in Cipher Mining Inc. (Nasdaq: CIFR).</li><li>Represented Zippy Shell, one of the largest containerized moving and storage companies in the U.S., in a $180 million preferred equity investment by Carlyle.</li><li>Representing Modiv Industrial, Inc. (NYSE: MDV) in connection with its $50 million at-the-market equity offering.</li><li>Represented the initial purchasers in a $300 million Rule 144A offering of 9.000% senior secured notes of Office Properties Income Trust (Nasdaq: OPI).</li><li>Represented Vonage Holdings Corp. (NYSE: VG) in connection with its $300 million Rule 144A offering of convertible notes.</li><li>Representing Baird in the $400 million at-the-market equity offering of Watsco, Inc. (NYSE: WSO).</li><li>Representing B. Riley in the at-the-market equity offering of Beam Global (Nasdaq: BEEM).</li><li>Representing Baird in the at-the-market equity offering of ESS Tech, Inc. (NYSE: GWH).</li><li>Represented SoftBank Group Corp. in its $150 million PIPE investment in Afya Limited (Nasdaq: AFYA).</li><li>Represented the underwriters in Modiv Industrial, Inc.’s (NYSE: MDV) Series A preferred stock offering, as well as the initial listing of its common stock and related offering.</li><li>Represented the underwriters in multiple underwritten secondary offerings of shares of Landsea Homes Corporation (Nasdaq: LSEA).</li><li>Represented the underwriters in multiple underwritten secondary offerings of shares of BrightSpire Capital, Inc. (NYSE: BRSP) by a stockholder affiliated with DigitalBridge Group, Inc. (NYSE: DBRG).</li><li>Represented B. Riley in a $30 million equity line of credit for Beam Global (Nasdaq: BEEM).</li><li>Represented private investment firms in equity lines of credit for multiple issuers.</li><li>Represented Broad Street Realty, Inc. (OTCQX: BRST) in connection with its joint venture and preferred equity investment from Fortress Investment Group.</li><li>Represented Anzu Special Acquisition Corp in its $425 million initial public offering and its subsequent merger with Envoy Medical, Inc. (Nasdaq: COCH).</li><li>Represented Science Strategic Acquisition Corp. Alpha in its $310 million initial public offering.</li><li>Represented Endurance Acquisition Corp. in its $200 million initial public offering.</li><li>Represented MedEquities Realty Trust, Inc. (NYSE: MRT) in its $600 million merger with Omega Healthcare Investors, Inc. (NYSE: OHI).</li><li>Represented Farmland Partners Inc. (NYSE: FPI) in connection with its initial public offering and subsequent public offerings of its common stock, its $131 million offering of 6.00% Series B Participating Preferred Stock, and private placements of operating partnership units.</li><li>Represented the management team at Parkway, Inc. in connection with its $1.2 billion acquisition by Canada Pension Plan Investment Board.</li><li>Represented UDR, Inc. (NYSE: UDR) in connection with Home Properties, Inc.’s $7.6 billion acquisition by Lone Star Funds, in which UDR acquired six communities for approximately $908 million.</li><li>Represented BMO Capital Markets, BofA Merrill Lynch, and Citigroup in Sun Communities, Inc.’s (NYSE: SUI) $250 million at-the-market equity offering.</li><li>Represented the underwriters in connection with Independence Realty Trust’s (NYSE: IRT) $34 million offering of common stock and concurrent listing.</li><li>Represented Jefferies and Baird in the initial public offering of AmREIT, Inc.</li><li>Represented JP Morgan, Citi, Deutsche Bank, and KeyBanc in the $293 million initial public offering of Retail Properties of America, Inc. (NYSE: RPAI).</li><li>Represented Colony Financial, Inc. in its $287.5 million initial public offering.</li></ul>

Andrew Campbell

Partner

Lauren Bellerjeau is a corporate partner in the Austin office of Morrison Foerster.Lauren has served as a trusted advisor to boards of directors and executive management teams in the negotiation of their companies’ most significant combination, commercial and corporate governance transactions. Her extensive private practice experience includes representing both buy-side and sell-side clients on complex and transformative U.S. and cross-border combination and commercial transactions in a variety of industries, with a particular focus on technology, real estate investment trusts, government contracting and defense, life sciences, and manufacturing. She has also regularly counseled REITs and other companies with significant real estate holdings or real estate management businesses on complex restructuring and roll-up transactions, particularly in contemplation of initial public offerings, large equity investments, or strategic transactions.Lauren also has valuable in-house experience, having recently served as Senior Vice President, Assistant General Counsel and Chief Privacy Officer at onsemi, a leader in intelligent power and sensing technologies recognized as a Fortune 500® company and included in the S&P 500® index.While at Morrison Foerster, Lauren has been recognized by leading legal publications and directories, including The Legal 500 US for Real Estate Investment Trusts and M&A: Large Deals ($1bn+), as an Emerging M&A Leader – Legal by M&A Advisor and as a Rising Star – M&A by Law360.<h4>Representative Experience</h4><ul><li>Represented Plymouth Industrial REIT in its pending $2.1 billion sale to entities affiliated with real estate advisory firm Makarora Management and global alternative asset manager Ares Management (NYSE: ARES).</li><li>Represented SoftBank Group in its pending acquisition of U.S.-based semiconductor design company Ampere Computing Holdings LLC for US$6.5 billion.</li><li>Represented Palo Alto Networks in its pending $3.35 billion acquisition of Chronosphere, a next-generation observability platform built to scale for the AI era.</li><li>Represented Palo Alto Networks in its acquisition of Protect AI, an innovative leader in securing the use of AI and Machine Learning applications and models.</li><li>Represented Palo Alto Networks in its acquisition of Dig Security, an innovative provider of Data Security Posture Management (DSPM).</li><li>Represented Palo Alto Networks in connection with the acquisition of Cider Security, a pioneer in application security (AppSec) and software supply chain security.</li><li>Represented Uber Technologies with respect to its $3.1 billion acquisition of Careem, Inc.</li><li>Represented ON Semiconductor in its $2.4 billion acquisition of Fairchild Semiconductor.</li><li>Represented ON Semiconductor in its $1.07 billion all-cash acquisition of Silicon Valley-based public company Quantenna Communications Inc. (NAS: QTNA).</li><li>Represented SoftBank Group, in the $8.6 billion sale of its controlling stake in Finnish gaming company Supercell Oy to Chinese Internet company Tencent Holdings Ltd. </li><li>Represented SoftBank Group in connection with other merger and investment transactions in the technology industry, including with respect to its investment in OneWeb.</li><li>Represented SoftBank Group in its sale of 90.1% equity in Fortress Investment Group to Mubadala Investment Company, through its wholly owned asset management subsidiary Mubadala Capital.</li><li>Represented EdR (NYSE: EDR), one of the nation’s largest developers, owners, and managers of high-quality collegiate housing communities, in its US$4.6 billion all-cash sale to a newly formed perpetual life vehicle led by an affiliate of Greystar Real Estate Partners.</li><li>Represented MedEquities Realty Trust, Inc. in its merger with Omega Healthcare Investors, Inc. for an approximate value of $600 million.</li><li>Represented Farmland Partners, Inc., a real estate investment trust with a portfolio comprised of 271 farms, in its acquisition of all outstanding common stock of American Farmland Company.</li><li>Represented General Electric Capital Corp. in its $23 billion divestiture of its commercial real estate business to affiliates of The Blackstone Group and Wells Fargo, N.A.</li><li>Represented Bank of America Merrill Lynch, Morgan Stanley, Wells Fargo Securities, and Deutsche Bank Securities in the $2.3 billion IPO of Paramount Group, Inc.</li><li>Represented Equity Residential in its $16 billion acquisition of Archstone Enterprise LP from Lehman Brothers Holding, Inc.</li><li>Represented Playa Hotels & Resorts, B.V. in a series of real estate property and management related transactions..</li><li>Represented GE Healthcare in its acquisition of Thermo Fisher’s cell culture, gene modulation, and magnetic beads businesses for approximately $1.06 billion.</li><li>Represented Avanade, Inc., a joint venture between Microsoft Corporation and Accenture plc, in its acquisition of the U.S. CRM business of Ascentium Corporation.</li><li>Represented Lockheed Martin Corporation in several acquisitions of private companies in the government contracting industry, including the acquisition of CDL Systems Ltd., Gyrocam Systems, LLC, Universal System & Technology Inc., and QTC Holdings, Inc.; and the divestiture of Lockheed Martin Corporation’s Enterprise Integration Group business.</li><li>Represented PPG Industries, Inc. in connection with several acquisitions of private companies.</li><li>Represented Helsinn Healthcare S.A., a Swiss-based pharmaceutical company, and its U.S. based subsidiary Helsinn Therapeutics (U.S.) Inc., in connection with a development and co-promotion arrangement with Eisai Inc. for the commercialization of combination drug products in the U.S.</li><li>Represented MGI Pharma, Inc. in its acquisition through a $4 billion cash tender offer by Eisai Co., Ltd.</li><li>Represented Black & Decker Corporation in its stock-for-stock merger with Stanley Works.</li></ul>

Lauren Bellerjeau

Joe Sulzbach is a partner in the Transactions Department, focusing on mergers and acquisitions and private equity. He is also co-chair of the Semiconductors Industry Group. Joe has represented numerous public and private entities in a variety of transactions, including domestic and cross-border merger and acquisition transactions, private equity transactions, joint ventures, and corporate governance matters. He has advised a broad range of clients across industries, including technology, media, and telecom (TMT), life sciences, pharmaceuticals, healthcare, industrial, chemicals, consumer goods and retail, energy, and real estate.Joe has also represented a number of companies in engagements with activist stockholders, including in responding to Starboard Value, Carl Icahn, Elliott Management, JANA Partners, Farallon Capital Management, and VIEX Capital.In addition, Joe has represented investment banking firms and financial advisors in a variety of significant transactions, including representation of Qatalyst Partners, Morgan Stanley, Evercore Partners, Greenhill, Ducera Securities, and Solomon Partners.Select examples of Joe’s experience include the following representations:<ul><li>Sumitomo Forestry Co., Ltd. in its $4.5 billion acquisition of Tri Pointe Homes, Inc.</li></ul><ul><li>SoftBank Group Corp. on its $4 billion acquisition of DigitalBridge Group, Inc., a leading global alternative asset manager dedicated to investing in digital infrastructure.</li></ul><ul><li>CPE on its strategic partnership with Restaurant Brands International Inc., under which CPE will invest $350 million in Burger King China.</li><li>Plymouth Industrial REIT, Inc. in its $2.1 billion sale to an affiliate of Makarora Management LP and Ares Alternative Credit funds.</li></ul><ul><li>Veeco Instruments Inc. in its $5.2 billion merger with Axcelis Technologies, Inc.</li><li>BearingPoint, an independent management and technology consultancy firm, on its joint venture with ABeam Consulting.</li><li>SoftBank Group Corp. on its $2 Billion investment Intel Corporation. </li><li>Hooter’s Inc. and Hoot Owl Restaurants, L.L.C. in the acquisition of over 100 restaurants from Hooters of America LLC, the iconic casual dining and sports entertainment chain.</li><li>Shaklee Corporation in its acquisition of substantially all the assets of Modere.</li></ul><ul><li>Infineon Technologies AG in its $2.5 billion acquisition of Marvell Technology’s automotive ethernet business.</li><li>SoftBank Group Corp. in its proposed up to $40 billion investment in OpenAI, America’s premier artificial intelligence (AI) company and developer of the transformational large language models that are driving the AI revolution.</li><li>Infineon Technologies AG in the sale of its Austin, TX foundry to SkyWater Technology.</li><li>NorthStar Healthcare Income, Inc. in its $900 million sale to an affiliate of Welltower Inc.</li><li>Cartica Acquisition Corp in its $2.75 billion business combination with Nidar Infrastructure Limited, India’s leading data center provider for artificial intelligence and high-performance compute services.</li><li>Centuri Holdings and parent company Southwest Gas Holdings in Centuri’s $353 million IPO and concurrent private placement.</li><li>U.S. Silica Holdings, Inc. in its $1.85 billion sale to entities affiliated with Apollo Global Management.</li><li>The rock band KISS and its co-founders Gene Simmons and Paul Stanley in the sale of substantially all rights related to KISS to Pophouse Entertainment.</li></ul><ul><li>Sekisui House, Ltd. in its $4.9 billion acquisition of M.D.C. Holdings, Inc.</li><li>Astellas Pharma Inc. in its $175 million acquisition of Propella Therapeutics, Inc.</li></ul><ul><li dir="ltr">Southwest Gas Holdings, Inc. in its adoption of a Tax-Free Spin Protection Plan.</li><li dir="ltr">Kyowa Kirin Co., Ltd. in its up to $477 million acquisition of Orchard Therapeutics plc, including CVR payment.</li><li dir="ltr">Sugar Foods Corporation in its sale to Pritzker Private Capital.</li></ul><ul><li>The News Lens Co., Ltd. in its $275 million business combination with Blue Ocean Acquisition Corporation.</li></ul><ul><li>Upland Software, Inc. in its adoption of a Tax Benefit Preservation Plan.</li></ul><ul><li>The Board of Directors and Special Committee of Toshiba in the $15.2 billion takeover of Toshiba by a consortium led by Japan Industrial Partners.</li><li>Infineon Technologies AG in the sale of its HiRel DC-DC converter business to Micross Components, Inc.</li></ul><ul><li>AgroFresh Solutions, Inc. in its $545 million going-private acquisition by Paine Schwartz Partners.</li><li>Unity Software Inc. in multiple transactions, including its all-stock $4.4 billion acquisition of ironSource and Unity’s concurrent $1 billion PIPE investment by Silver Lake and Sequoia, and in response to the related $13.6 billion unsolicited acquisition proposal from AppLovin Corporation.</li><li>Southwest Gas Holdings, Inc. in its defense against a hostile tender offer and proxy contest for board control by Carl Icahn, including adoption of a shareholder rights plan, and negotiated resolution.</li><li>Marrone Bio Innovations in its $244 million acquisition by Bioceres Crop Solutions Corp. in a stock-for-stock merger.</li><li>Paine Schwartz Partners, a global leader in sustainable food chain investing, in its new platform investment in Registrar Corp., a leading provider of supply chain compliance software and services to domestic and foreign food and beverage, medical device, pharmaceutical, and cosmetic customers.</li><li>Silver Crest Acquisition Corporation in its $1.7 billion business combination with TH International Limited (Tims China), a master franchisee and operator of Tim Hortons coffee shops in China.</li><li>Sky Harbour LLC in its $777 million business combination with Yellowstone Acquisition Company.</li><li>SoftBank Group Corp., as the largest investor in WeWork, in WeWork’s $9 billion business combination with BowX Acquisition Corp.</li><li>Leading provider of patient access and engagement platform in its sale to a publicly listed company.</li><li>ON Semiconductor Corporation in its adoption of a shareholder rights plan.</li><li>Whitestone REIT in its adoption of a shareholder rights plan.</li><li>Exantas Capital Corp. in the acquisition of its external management contract by ACRES Capital Corp. from C-III Capital Partners LLC, and $375 million financing from MassMutual and Oaktree Capital Management.</li><li>NTT Communications Corporation and Secure-24 in the acquisition of SymSoft Holding Inc. and Symmetry Holding Inc. from Symmetry Holdings, LLC, a portfolio company of Great Hill Equity Partners.</li><li>Kirin Holdings Company, Limited in its acquisition of approximately 40% of the capital stock of Thorne Holding Corp.</li><li>Rao’s Specialty Foods, Inc. in its sale to Sovos Brands, an affiliate of funds managed by Advent International.</li><li>JERA in its sale of a minority interest in Cricket Valley Energy Center to Development Bank of Japan.</li><li>JERA in the acquisition of a 43% stake in Cricket Valley Energy Center, the developer of a 1,000 MW natural gas-fired power plant located in Dover, New York.</li><li>Renesas Electronics in its $3.2 billion acquisition of Intersil Corporation.</li><li>DaVita HealthCare Partners in its acquisition of Renal Ventures Limited.</li><li>Inovalon Holdings, Inc. in its acquisition of Creehan Holding Co., Inc.</li><li>Inovalon Holdings, Inc. in its acquisition of Avalere Health, Inc.</li><li>GLP Pte. Ltd. in the acquisition of a $4.55 billion U.S. logistics portfolio from Industrial Income Trust.</li><li>JLB Group, LLC in its acquisition of Sneakz, LLC.</li><li>Futamura Chemical Co., Ltd. in its acquisition of the cellulose business of Innovia Films.</li><li>Kirin Holdings Company, Limited in its acquisition of approximately 24.5% of the capital stock of The Brooklyn Brewery Corporation.</li></ul>

Joseph Sulzbach

Shane Shelley is a partner in the Federal Tax Group and is based in Morrison Foerster’s San Diego office. He has a comprehensive tax practice with a focus on U.S. federal income tax matters.Shane advises on the tax aspects of most business transactions, including M&A, fund formations, joint ventures, spin-offs and divestitures, international structuring, capital markets offerings, and venture capital investments. In addition to his general tax practice, he offers a vast depth of knowledge in a variety of complex tax areas, including REITs and real estate, renewable energy, and financial products. He counsels his REIT and real estate clients regarding tax compliance and structuring in connection with their significant offerings, M&A transactions, U.S. and non‑U.S. fund formations and joint ventures, property contributions, like-kind exchanges, and other transactions. He advises clients in the renewable energy sector with respect to tax matters through all phases of project development, including project M&A, “beginning of construction” issues, tax equity structuring matters, and the monetization of tax benefits. Clients have described Shane as “one of the brightest tax minds” they have ever worked with, having “the rare ability to simultaneously think like a tax expert and a business leader.”Shane is Chambers-ranked in the areas of both Tax and REITs and is recommended by Legal 500, Taxes, Non-Contentious and International. He is the author or co-author of a number of articles, including Federal Income Tax Considerations in Going Private Transactions, Tax Considerations for Venture Capital and Technology-Related Start-Ups, and the Taxation of REITs and Shareholders in PLI’s Tax Practice Series. He speaks and lectures regularly on a variety of tax topics. Shane is an adjunct professor at the University of San Diego School of Law, where he teaches partnership taxation and the taxation of REITs and related real estate transactions. He is also a Fellow of the American College of Tax Counsel.

Shane M. Shelley

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

Gabriella Fortun

Associate

Patricia Perez Elias is a corporate associate in the Boston office of Morrison Foerster.Patricia focuses on public and private mergers and acquisitions, early- and late-stage financings, and general corporate advice.Prior to joining the firm, Patricia was a corporate associate at another major law firm, where she advised on transactions including mergers, acquisitions, and financings.Patricia earned her B.A., magna cum laude, from Boston University. She earned her J.D. at Northeastern University School of Law, where she served as a senior staff member of Northeastern University Law Review.Patricia speaks Spanish with native proficiency.

Patricia Perez Elias

Camille Richieri is an associate in the Transactions Department of Morrison Foerster’s New York office.Camille’s practice focuses on general transactions. Camille received her J.D. from the University of Texas School of Law. While at law school, Camille served as an article editor for the Journal of Law and Technology and as an attorney editor for the Texas Environmental Law Journal. She also holds a B.A. in public policy studies from Duke University.