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MoFo Advises Paine Schwartz and Lyons Magnus on Sale of Lyons Magnus to Truelink Capital

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Morrison Foerster advised Paine Schwartz Partners, the largest private equity firm dedicated to sustainable food chain investing...

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Morrison Foerster advised Paine Schwartz Partners, the largest private equity firm dedicated to sustainable food chain investing and Lyons Magnus, a leading manufacturer of ingredients, beverage, and healthcare nutrition solutions for the food service industry, on the sale of Lyons Magnus to Truelink Capital, a Los Angeles-based private equity firm.The MoFo team was led by private equity partner Omar Pringle with associates Shams Haidari, Mohammed Alismail, Lulu Sun and Daniel Villa. The wider team included mergers + acquisitions partners Mitchell Presser and Astrid Menendez-Muharram, executive compensation partners Yuan Xia and Domnick Bozzetti, tax partner Richard Nugent, real estate partner Kaleb Keller, and technology transactions partner Anthony Ramirez.<a href="https://finance.yahoo.com/small-business/articles/paine-schwartz-partners-announces-sale-130000784.html?guccounter=1&guce_referrer=aHR0cHM6Ly93d3cuYmluZy5jb20v&guce_referrer_sig=AQAAAN52xIgXt4q5vH2bEoeWUoxt-0HNI-vpfoGkrV87h8bJBUc-39Waw1-D9e-ki2aVXnzhCXMy7CQD1CYeQ5e7UxtL2vDFHLc2X_SSYI3z8-mX5-yPoJXmO1ztMC8wla3mkdnSej298IGPcgMel58hX-X3qnOYPAN134018KmsRPti" target="_blank">Read the Paine Schwartz press release</a>.

MoFo Advises Paine Schwartz and Lyons Magnus on Sale of Lyons Magnus to Truelink Capital

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Omar Pringle is a seasoned dealmaker and trusted advisor known for guiding clients through their most complex, high-stakes transactions with precision and insight.Omar has extensive experience advising on the full range of complex domestic and cross-border mergers and acquisitions for and across from financial sponsors, corporates and family-owned businesses. He couples a creative, solution-oriented approach with deep sector expertise.In addition to his knowledge of the private equity industry, Omar has extensive experience in the food and agriculture, consumer goods, technology and life sciences sectors, and acting for and across from the businesses that are driving and disrupting those verticals.Commended by Legal 500 US 2022-2025 as a Next Generation Partner for Corporate / M&A and Commercial: Private Equity Buyouts, he has played a critical role in the growth of the firm’s private equity offering in New York.Omar is an adjunct professor at Columbia Law School, where he teaches a course on cross-border mergers and acquisitions. He is also a member of the firm’s global Food & Agriculture and Life Sciences steering committees.﻿He speaks fluent French and Spanish and is conversant in Arabic.

Omar Pringle

Partner

Shams Haidari is a corporate associate in the Washington D.C. office of Morrison Foerster.Shams advises public and private clients on a wide range of corporate matters, including mergers and acquisitions, joint ventures, restructurings, and financings.Prior to joining the firm, Shams was an associate at another international law firm, where she advised on transactions and tax matters.Shams received her J.D. from Harvard Law School, where she served as the Tax Chair for the Harvard Association for Law & Business, Executive Editor for the Harvard Business Law Review, and Submissions Reviewer for Harvard Environmental Law Review.Shams holds a B.A., summa cum laude, from University of Pennsylvania.Shams is fluent in Arabic.

Shams Haidari

Associate

Mohammed Alismail is a Corporate associate in the New York office of Morrison Foerster.Mohammed’s practice focuses on advising on a range of corporate matters, including public and private M&A, private equity transactions, and general corporate and securities matters.Prior to joining MoFo, Mohammed spent nearly two years at the Saudi office of another international law firm, where he advised on domestic and inbound M&A transactions, as well as general corporate, securities and antitrust matters.Mohammed received his LL.B. from the University of Reading (UK) and his LL.M. from the NYU School of Law. Mohammed is a native Arabic speaker.

Mohammed Alismail

Lulu Sun is a corporate associate in the New York office of Morrison Foerster.Lulu earned her J.D. from Harvard Law School, where she served as a Subciter for the Harvard Civil Rights—Civil Liberties Law Review and an Editor for the Harvard Law School Bankruptcy Roundtable. While at Harvard, she also worked within the Harvard Law Entrepreneurship Program as a team member on the CloudStore Project, a startup B2B clothing brand-to-retailer platform. She was also a part of the Harvard Asian Pacific American Law Students Association. Lulu also has experience as an intern at Children’s Law Center of Massachusetts, working on special education related research matters.Lulu also holds a B.A. in English Language and Literature with a secondary major in Law from Tsinghua University.

Lulu Sun

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

Mitchell Presser advises on high-profile global public and private mergers and acquisitions, with a heavy concentration on private equity transactions. As co-chair of the firm’s Band 1 global Food + Agriculture Industry practice, and member of the firm’s global Sustainability + Corporate Responsibility steering committee, as well as the Private Equity Investments + Buyouts and M&A groups, Mitchell utilizes his vast experience in high-stakes M&A and private equity deals to drive successful outcomes for clients in diverse sectors, including food production, agribusiness, financial services, industrials, insurance, sports and entertainment, energy, retail, and more.As a founding partner of Paine Schwartz Partners, a premier U.S. private equity firm dedicated to sustainable food chain investing with $6.5 billion assets under management, Mitchell has his unique insights shaped by over eight years as an investor. Mitchell proficiently understands both the legal and business environments, positioning him as a trusted advisor for clients navigating the intricate world of mergers, acquisitions, and private equity transactions.Mitchell has been recognized as a top lawyer by Chambers USA and Legal 500 US. Mitchell is a faculty member and lecturer of law at Harvard Law School and Columbia Law School, where he teaches a class focused on international business sales and negotiations. He has served as board member for various privately-held and public companies.

Mitchell Presser

Astrid Menendez-Muharram is a corporate partner in the firm’s Miami office, focusing her practice on advising clients on complex domestic and cross-border transactions, with an emphasis on M&A and private equity transactions, both in the United States and Latin America. Astrid has significant experience representing businesses and private equity funds (and their portfolio companies) in a broad range of corporate matters, including strategic mergers, acquisitions, joint ventures, growth equity and venture capital investments, and divestitures.Astrid advises clients in all aspects of their investment activity across a wide variety of industry sectors, including consumer and retail; defense and government services; food and agriculture; aerospace and transportation; business services; technology; and industrials.She speaks fluent Spanish.

Astrid Menendez-Muharram

Yuan Xia is a partner in Morrison Foerster’s Palo Alto office. She is a member of the firm’s Executive Compensation + Benefits practice.Yuan’s practice focuses on the transactional aspects of executive compensation matters in the context of domestic and cross-border mergers, acquisitions, divestitures, public offerings and restructurings. Yuan regularly counsels public companies, private equity funds, and startup companies on the design and implementation of equity, incentive and non-qualified deferred compensation agreements, change in control, retention and severance, and executive employment agreements. Yuan also has distinct experience advising public companies on executive compensation disclosures for annual proxy statements and merger proxies, initial public offerings and Form 8–Ks. Yuan was recognized by Legal 500 US as a Rising Star in Employee Benefits, Executive Compensation and Retirement Plans (Transaction) for 2024.Prior to joining the firm, Yuan was an associate at another international law firm headquartered in New York.

Yuan Xia

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

Sarah is an associate in the Executive Compensation + Benefits practice of Morrison Foerster’s San Francisco office.Prior to joining the firm, Sarah was a Summer Associate in the San Francisco office. Before that, she was a Student Legal Honors Extern for the U.S. Securities & Exchange Commission in Washington, D.C. She also spent time as a Judicial Extern at the U.S. District Court in Phoenix, Arizona.Sarah earned her J.D., cum laude, at Sandra Day O’Connor College of Law at Arizona State University, where she was an editor of the Arizona State Law Journal. She also holds a B.A. from the University of California, Los Angeles.

Sarah Doberneck

Tyler is an associate in the Litigation Department of Morrison Foerster’s Washington, D.C. office and a member of the Global Antitrust Law Practice Group.Tyler represents clients with respect to regulatory approvals for mergers and acquisitions, government investigations, civil litigation, and other antitrust compliance matters. Tyler’s experience spans numerous industries, including food and beverage, industrials, tech, and asset management.Prior to joining Morrison Foerster, Tyler worked in another international law firm’s antitrust and competition practice group. Tyler graduated magna cum laude from the George Mason University Antonin Scalia Law School, where he was a member of the Journal of Law, Economics & Policy and the Moot Court Board. While in law school, he worked as a research assistant for the Global Antitrust Institute and served as co-chair of its Invitational Antitrust Moot Court Competition. He graduated with a B.A. in economics and a B.S. in finance from the University of Maryland.

Tyler Phelps

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

Kaleb Keller represents clients in complex commercial real estate transactions, including acquisitions; dispositions; mortgage and mezzanine financings; joint ventures; and development, leasing, and operations/management matters.Kaleb has experience representing multinational corporations, private equity funds, REITs, developers, and other private institutional investors and lenders in transactions across a wide range of asset classes, including office, industrial, data centers, multi-family, hospitality, retail, and mixed-use properties.Prior to joining Morrison Foerster, Kaleb was an associate at a national real estate law firm and prior to that was assistant vice president of a national real estate investment banking firm.Kaleb received his J.D. from the University of Southern California Gould School of Law, where he was senior copy editor of the Southern California Law Review. He received his B.S. cum laude from the University of Southern California Marshall School of Business.

Kaleb Keller

Anthony Mena Acosta is an associate in Morrison Foerster’s Miami office and a member of the firm’s Real Estate Group.Anthony earned his J.D. cum laude from the University of Miami School of Law, where he received the Dean’s Merit Scholarship. He earned his B.A. summa cum laude from Florida International University and was inducted to Phi Beta Kappa Honor Society.Anthony was a clinic intern at the University of Miami School of Law Immigration Clinic and a member of the University of Miami Law Review. He is fluent in Spanish.

Anthony Mena Acosta

Anthony Ramirez is a partner in the Technology Transactions Group in the New York office of Morrison Foerster.Anthony advises clients on general commercial and transactional matters. He regularly advises companies on the IP aspects of their M&A transactions. His clients include technology, digital media and content for television and music, financial services, and communications companies with diverse intellectual property assets and issues.His practice focuses on the legal aspects of developing, licensing, and commercializing technology and intellectual property, as well as negotiating general commercial contracts, including outsourcing transactions, as well as content and data licenses. He regularly assists clients with legal issues relating to licensing and commercialization of digital media and content, digital content that is distributed over the Internet or streamed, mobile applications and social media, as well as the licensing of recorded music for distribution via digital platforms. Anthony is also experienced with issues relating to open-source software, software development, artificial intelligence and machine learning, cloud-based technology, and protection of proprietary information.Anthony has extensive experience working on matters involving disruptive technologies, such as blockchain. He has helped fintech clients with general intellectual property issues in connection with terms of service for online financial products and services.Anthony is an integral part of the outside pro bono legal team for nonprofit organizations based in New York, including advising clients on legal issues regarding entertainment, social media, privacy rights, and the negotiation of outsourcing and service agreements. Anthony received his J.D. from the University of Michigan Law School in 2009. He received his B.S. from Cornell University in 2004.

Anthony Ramirez

Addison Yang is an associate in the New York office of Morrison Foerster and a member of the firm’s Technology Transactions Group.His practice is focused on transactional matters involving a broad range of intellectual property and technology issues, including in licensing and development agreements, mergers and acquisitions, and general startup matters. Addison works across a variety of industries, including in the areas of artificial intelligence, software and cloud services, software development, semiconductor manufacturing, Fintech, and blockchain applications.During law school, Addison served as a law clerk to the Senate Judiciary Committee, where he supported legislative drafting and committee hearings about artificial intelligence, social media algorithms, and vehicle safety regulation. Addison also interned for the New York State Attorney General, Bureau of Internet & Technology, where he supported consumer protection investigations into digital and hardware products. Prior to law school, Addison worked at a blockchain technology provider, where he coordinated regulatory and policy matters.Addison received his J.D. from New York University School of Law. While in law school, he worked as a senior intellectual life editor for Journal of Legislation and Public Policy and served as president of the Asia Law Society. Addison received his B.A. magna cum laude in political science from the University of California, Los Angeles.

Addison Yang

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.