Morrison Foerster is an international law firm with lawyers practicing throughout the United States, Asia, and Europe. Click to discover more.

mofo_share_image.jpg

Morrison Foerster

common-default.jpeg

Terms / Notices

Cookies

Privacy Policy

Attorney Advertising

Secure Login

Alumni

  Facebook

MoFo Facebook

  Linkedin

MoFo LinkedIN

Twitter

MoFo Twitter

YouTube

MoFo Youtube

Morrison Foerster - Footer

MoFo Represents Xpansiv in $400 Million Investment Funded by Blackstone

You have not solved the recaptcha challenge yet or session expired, try again.

Email Disclaimer

Disclaimer

Unsolicited e-mails and information sent to Morrison Foerster will not be considered confidential, may be disclosed to others pursuant to our <a href="https://www.mofo.com/about/privacy-policy.html">Privacy Policy</a>, may not receive a response, and do not create an attorney-client relationship with Morrison Foerster. If you are not already a client of Morrison Foerster, do not include any confidential information in this message. Also, please note that our attorneys do not seek to practice law in any jurisdiction in which they are not properly authorized to do so.

Feedback

mofo-logo-2022.svg

People

Capabilities

Resources

About

Culture

Offices

Careers

Stay Connected

Morrison Foerster represented Xpansiv Limited, an Australian company with offices in Sydney, New York, San Francisco, Seattle, Houston, Vancouver, London, Milan, and Bendigo, in obtaining a new $400 million convertible debt financing from affiliates of Blackstone Energy Partners (“Blackstone”).

About Morrison Foerster

people-default-header-desktop.jpg

people-default-header-mobile.jpg

Default Meta Data

Morrison Foerster represented Xpansiv Limited, an Australian company with offices in Sydney, New York, San Francisco, Seattle, Houston, Vancouver, London, Milan, and Bendigo, in obtaining a new $400 million convertible debt financing from affiliates of Blackstone Energy Partners (“Blackstone”).Xpansiv offers a market-infrastructure platform for global carbon and environmental commodities, as the company connects buyers and sellers of environmental commodities and provides market data for voluntary carbon offsets, renewable energy credits (RECs), and low-carbon fuels, each of which are critical elements of global decarbonization. Xpansiv’s growing ecosystem supports companies seeking to meet environmental and emissions reduction goals.Blackstone’s capital will enable Xpansiv to continue driving growth across both organic initiatives and future acquisitions.The MoFo team that advised Xpansiv was led by San Francisco corporate partner Suz Mac Cormac, San Diego corporate partner Shai Kalansky, San Francisco of counsel Eric Min, and Washington, D.C. associate Thomas Good. The team also included San Francisco associates Rohit Sengupta, Jack Bai, Olga Terets, Benjamin T.R. Fox, and Michael Santos, London associate Amber Pledge, San Diego associate Carey Hughes, and New York associates Blaire Rose and Philip Jaworskyj.For further discussion of the transaction, see the <a href="https://xpansiv.com/blackstone-announces-400-million-investment-in-xpansiv/">press release</a>.

Sign Up

Susan (“Suz”) co-chairs the Environmental, Social, and Governance (ESG) and Social Enterprise + Impact Investing practices. Her practice focuses on late-stage financings, secondaries, and other corporate transactions for investors, such as SoftBank and Temasek, and on investments for some of the top investors dedicated to impact, from “impact first” foundations to family offices to private equity funds. She co-led the drafting group for the first of the new corporate forms (the Social Purpose Corporation in California), has created hybrid/tandem corporate structures and crafted debt and equity instruments that blend impact with traditional financial terms, and has used corporate law to develop creative capital market solutions to pressing environmental problems. She also advises the boards of public and private companies on corporate governance and fiduciary duties as applied to sustainability and climate change.She was named a California Lawyer Attorney of the Year (CLAY) in 2012 and 2016 by Daily Journal and the Most Innovative Lawyer in North America in 2015 by the Financial Times.Leading Business AdvisorA powerhouse negotiator, clients note that “you cannot get a better corporate counsel” and that Suz “understands the big picture, could not be more responsive, and understands the business” (The Legal 500 US). She has extensive experience providing corporate and finance advice to companies and investors in connection with growth equity financings and secondaries, with particular experience in late-stage investments that have come to rival traditional strategic acquisitions in size and significance. Her experience includes leading some of the highest-profile late-stage investments over the past few years, including notable transactions for SoftBank Group (in the two largest private tender offers in history) in its $7.7 billion investment in Uber, $4.4 billion investment in WeWork, further $10 billion investment in WeWork, $1 billion investment in SoFi, and $250 million investment in Kabbage. She has also advised Temasek on its $800 million investment in Verily Life Sciences, Intel on its equity investment in Cloudera, and each of Fortress, TPG Rise, Vision Ridge Partners, Generation Investment Management, and Pontifax AgTech in numerous mid- to late-stage investments in clean technology, sustainability, education, food, and agriculture technology.Social Enterprise and Impact InvestingSuz is the go-to legal resource for social enterprises (for-profit and non-profit companies focused on social or environmental purpose), impact investors (investors interested in social or environmental returns), and mainstream companies developing environmental, social, and corporate governance policies. With deep expertise in the impact investing model, institutional investors exploring the space turn to her for creative solutions and her ability to structure both investments and companies to emphasize impact and returns.She represents a wide range of investors who are focused on impact, from foundations like the Gates Foundation, The Nature Conservancy, and The Rockefeller Foundation, to family offices like Armonia, Cornerstone Capital, Emerson Collective, New Island Capital, and Omidyar Network, to private equity funds like Goldman Sachs, TPG Rise, Vision Ridge Partners, and Generation Investment Management, in their equity investments in companies and projects that are focused on generating impact and returns for investors. She has deep experience and expertise ensuring energy, sustainability, and other investments have positive impact through the use of new corporate forms, hybrid or “tandem” structures with non-profits and for-profits, and alternative debt and equity instruments.Notable work in this space includes the establishment of a tandem structure, The Carbon Endowment, to retire coal assets at scale while securing a revenue stream for community reinvestment and job training in coal communities. Suz also advised on the structuring of Common Sense Growth as an extension of the non-profit Common Sense Media (to invest in companies that address issues related to children, education, and technology), the establishment of a fund for TPG Rise to provide debt financing to Echoing Green fellows, the spin-out of PRX from Public Radio International (to generate new revenue flows up to the non-profit), the establishment of a for-profit joint venture with non-profit Medicines360 (to allow the non-profit to distribute its healthcare products to women in the developing world), and the structuring of a for-profit evergreen fund that allows The Nature Conservancy to aggregate return-seeking and donor capital in order to invest in preserving our natural resources. She has also advised numerous clients on converting to a public benefit corporation or social purpose corporation model (which requires balancing traditional fiduciary duties against a social or environmental purpose), including This American Life, Revolution Foods, Rise Labs, and Beneficial State Bancorp.Suz also regularly advises boards of directors of private and public companies, special committees, and CEOs on corporate governance, particularly the intersection of fiduciary duties with sustainability, and focuses on environmental, social, and governance issues.Unmatched Cleantech and Renewable Energy ExperienceIn addition to founding and chairing the firm’s Social Enterprise and Impact Investing Group, Suz serves as Chair of Morrison & Foerster’s Energy Group and has extensive experience representing start-up to late stage private companies in the clean technology or sustainability space. She provides corporate and finance advice in connection with equity and debt financings, mergers, acquisitions, asset purchases and sales, reorganizations, and joint ventures. She has experience working with renewable energy start-up companies and renewable energy developers in the solar, wind, and biofuels industries. Suz has assisted renewable energy start up companies with raising venture capital and has advised renewable energy developers on project acquisitions.Suz’s representative renewable energy, cleantech, sustainable, and social enterprise clients include Anaergia, Change.org, EDF Renewables, E.ON, Etsy, First Look, OneSun, Planet Labs, Rising Sun Energy, RSF Social Finance, SustainBio, Trelys, Inc., Wikipedia, and Xpansiv.Board Activity and Thought LeadershipMs. Mac Cormac was a founding board member of the Sustainability Accounting Standards Board (SASB), is a member of the board of directors of Business for Social Responsibility (BSR), the Ceres President’s Council, and the Earth Genome Project, and is an advising board member of the Committee Encouraging Corporate Philanthropy’s Strategic Investor Initiative.She has joined the faculty (teaching on the intersection of sustainability and fiduciary duties) at both the Stanford Director’s College and the Northwestern Corporate Counsel Institute and is an adjunct professor at UC Berkeley School of Law, teaching a course on Social Enterprise.

Susan H. Mac Cormac

Partner

Shai Kalansky focuses his practice on corporate and transactional matters, including mergers, acquisitions, venture capital financings, and securities offerings, for public and private companies. His clients are U.S. and non-U.S. entities in the climate tech, life sciences, healthcare, hospitality, and technology industries. Shai is a member of the firm’s Israel practice.Shai has extensive experience representing startup to late-stage private companies in the climate tech and sustainability space. He provides corporate and finance advice in connection with equity and convertible debt financings, mergers, acquisitions, asset purchases and sales, reorganizations, and joint ventures. He has extensive experience working with sustainable infrastructure companies throughout their lifecycle. Shai regularly advises investors on investments, acquisitions, and dispositions of climate tech companies.Shai has a robust life sciences practice advising innovative and disruptive companies across numerous subsectors. His clients include medical device, genetic testing, plant-based therapeutics, bio-marker-derived diagnostic solutions, laboratory consumables, genetic testing, and immunotherapy cancer treatment companies. His experience in the sector enables him to successfully advise his clients across various transactions.Shai acts as companies’ outside general counsel, in which capacity he advises clients with respect to licensing matters, commercial contracts, and employment issues.Shai is a member of MoFo’s ESG Steering Committee and is also the Environmental Sustainability Firmwide Committee attorney co-chair.He is fluent in Hebrew and conversant in Spanish.

Shai Kalansky

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

Tom Good is an experienced leverage finance attorney whose practice spans capital markets, lending and financial restructuring. Tom advises clients on a wide range of financing transactions, with a particular focus on debt securities and convertible instruments. Earlier in his career, he spent three years as trading counsel and has advised on, documented and settled hundreds of debt trades, both in the secondary loan market and the bond market.Tom is a go-to resource at Morrison Foerster on the mechanical aspects of the funding and settlement of transactions, including through the Depository Trust Company.<h4>Representative Experience</h4><h5>Securities and Lending</h5><ul><li>Southwest Gas Corporation in connection with its $300 million issuance of senior notes due 2028</li><li>Ascendent Capital Partners in a private placement of convertible notes in connection with the US$750 million merger of the core non-PRC education business of NetDragon, through its subsidiary, with the New York-listed Gravitas Education Holdings, Inc.</li></ul><ul><li>Softbank Group in its purchase of senior unsecured notes issued by Shift Technologies, Inc.</li><li>MHI RJ Aviation, an affiliate of Mitsubishi Heavy Industries Ltd., on the private placement of $95 million in debt securities through DTC-eligible custodial receipts</li><li>Silicon Valley Bank as lead lender and administrative agent for a $750 million revolving credit facility to a publicly held cyber security company</li><li>Xpansiv, an Australian ESG platform operator, in connection with its $450 million convertible term loan from Blackstone Group</li><li>Multiple SPACs and investors in connection with PIPE investments in tandem with de-SPAC mergers and related transactions</li><li>The indenture trustee in connection with multiple exchange offers and liability management transactions by a major media company</li><li>Stratos Technologies as lender and administrative agent on a $75 million multi-draw term loan to ThreeColts Group Inc. </li><li>A major investment fund on the submission of competitive bids and the purchase of $63 million loan facility issued by Commonwealth of Puerto Rico</li></ul><h4>Restructuring</h4><ul><li>An ad hoc group of bondholders in connection with the bankruptcy of Sanchez Energy, including the negotiation and documentation for a $150 million debtor-in-possession term loan and two series of convertible PIK notes issued by the company following its exit from bankruptcy</li><li>An ad hoc group of bondholders in connection with the bankruptcy of EP Energy, based around the restructuring of $1 billion of senior secured notes and the issuance of DTC-eligible equity securities pursuant to the plan of reorganization</li><li>An asset manager and major bondholder in the out-of-court restructuring of Associated Materials, LLC, a comprehensive deleveraging and recapitalization process through an exchange offer for $675 million of senior secured notes, the refinancing of existing credit facilities, and the issuance of $250 million of new money senior secured notes</li><li>A CDO manager as the largest financial creditor and party to a restructuring support agreement in connection with the bankruptcy of RAIT Funding, LLC, a major REIT</li><li>A financial services company in a multi-step, out-of-court restructuring and recapitalization transaction, including the redemption of existing debt securities in exchange for cash and multiple tiers of new equity units, the refinancing of existing credit facilities, and a new money investment</li><li>A pair of CDO managers as the senior creditors in the bankruptcy of Novation Companies, Inc., including the negotiation of a consensual chapter 11 plan and the documentation for an $80 million senior secured exit credit agreement</li><li>An ad hoc group of bondholders in the bankruptcy of Southeastern Grocers, including the negotiation and documentation for a $475 million exit term loan facility</li><li>The official committee of unsecured creditors in the bankruptcy of Avianca Holdings, a South American airline, on the terms of a $1.988 billion senior secured debtor-in-possession financing facility</li></ul>

Thomas H. Good

Associate

Rohit Sengupta is an associate in the firm’s Finance Group.Rohit’s practice is primarily focused on the representation of private equity sponsors and their portfolio companies, public and private corporate borrowers, investment banks, private credit funds, and other financial institutions in leveraged and acquisition finance transactions. Rohit helps these clients structure, negotiate, and document complex U.S. and non-U.S. secured and unsecured financing transactions. He also counsels clients on leveraged buyout transactions, capital market, fintech, and investment grade deals, restructuring and other liability management exercises, and the refinancing and repricing of existing credit.Prior to joining Morrison Foerster, Rohit was a finance associate at a prominent international law firm in Los Angeles and an associate in the finance group of a global law firm in New York.

Rohit Sengupta

Olga Terets is a corporate associate in the San Francisco office of Morrison Foerster.Olga engages in a general corporate and transactional practice, and represents companies and investors in a broad range of corporate and securities law matters. Olga’s private companies practice includes representing clients in venture capital, growth equity, and corporate venture financings, and mergers and acquisitions, as well advising clients on hybrid or “tandem” structuring arrangements between non-profit and for-profit entities. Olga’s public companies practice includes advising clients on U.S. federal securities law compliance, compliance with listing standards of Nasdaq, and corporate governance issues. Olga has also helped advise public company clients on new disclosure requirements and best practices regarding disclosures concerning environmental, social, and governance factors.Prior to joining the firm as an associate, Olga was a summer associate in Morrison Foerster’s San Francisco office. Olga earned her J.D. cum laude from Georgetown University Law Center where she was a member of The Tax Lawyer. During law school, Olga was a student attorney in Georgetown Law’s Social Enterprise and Non-Profit Law Clinic and also served as a Secretary for the Corporate and Financial Law Organization.

Olga Terets

Benjamin Fox is a corporate associate in the firm’s San Francisco office and a member of the firm’s Social Enterprise and Impact Investing and Energy and Clean Technology Groups.Benjamin’s practice focuses on the representation of clients in the clean technology, renewable energy and sustainability space. Benjamin counsels startup to late-stage private companies, venture capital and private equity investors, as well as family offices, private foundations and public charities in a broad range of transactional matters including early-stage and late-stage equity and debt financings, mergers, acquisitions, asset purchases and sales, joint ventures and hybrid or “tandem” structuring arrangements between non-profit and for-profit entities. He previously served as a member of the San Francisco Young Professionals in Energy events committee.Benjamin earned his J.D. from the University of California, Berkeley, School of Law (Boalt Hall), with a certificate of specialization in both Environmental Law and Energy and Clean Technology Law. At Boalt, he served as an executive editor of Ecology Law Quarterly, a member of the California Law Review, and a judicial extern for the Honorable Edward M. Chen of the U.S. District Court for the Northern District of California. Benjamin received the Ellis J. Harmon Prize for best legal writing in Environmental Law and Policy and was a NAPABA Law Foundation Scholarship recipient for commitment to serve the Asian Pacific American community.Prior to law school, Benjamin worked for the U.S. Department of Energy in Beijing, China and spent a year at Taiwan’s Tunghai University researching renewable energy and urban development policy on a Fulbright Fellowship. He earned his B.A., with distinction and highest honors, from the University of Michigan.

Benjamin Fox

Michael Santos is an associate in the San Francisco office of Morrison Foerster and is a member of the firm’s Corporate Group. Michael is a member of the firm’s Social Enterprise and Impact Investing Group.Michael counsels startup to late-stage private companies, venture capital and private equity investors, as well as family offices, private foundations and public charities in a broad range of transactional matters including early-stage and late-stage equity and debt financings, mergers, acquisitions, asset purchases and sales, joint ventures and hybrid or “tandem” structuring arrangements between non-profit and for-profit entities.Prior to joining Morrison Foerster, Michael was an associate at another international law firm, where he counseled clients on mergers and acquisitions and all aspects of corporate governance.Michael also serves as the president of The Futures Project, a private foundation that focuses on promoting education, youth development and juvenile justice in the Bay Area and Boston.

Michael Santos

Phil advises clients on U.S. federal income tax considerations in connection with domestic and cross-border transactions, including mergers and acquisitions, reorganizations, capital markets transactions, derivatives, and other financial products. He regularly represents clients in a wide variety of industries, including foreign and domestic banks, financial institutions, technology and Fintech companies, investment funds, and companies in the consumer and hospitality industries.Phil’s practice also includes advising on all U.S. federal income tax aspects of formation, ongoing operations, and compliance matters for public and private REITs and real estate funds, private equity funds, and joint ventures. This broad experience allows him to provide commercially minded advice and deliver practical solutions to the firm’s clients. In addition to transactional tax matters, Phil enjoys helping clients navigate and successfully resolve administrative matters with the IRS, as well as complex tax controversies. Phil regularly contributes to MoFo’s pro bono and community engagement initiatives, including education policy and advocacy matters.