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Morrison & Foerster Spearheads Launch of California Rebuilding Fund

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California Governor Gavin Newsom today announced the launch of The California Rebuilding Fund (the Fund), a program built to support California’s smallest businesses so they can adapt, reopen, and recover from the effects of COVID-19.

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California Governor Gavin Newsom today announced the launch of <a target="_blank" href="https://www.connect2capital.com/partners/california-rebuilding-fund/">The California Rebuilding Fund</a> (the Fund), a program built to support California’s smallest businesses so they can adapt, reopen, and recover from the effects of COVID-19.The California Rebuilding Fund is a public-private partnership that drives capital from private, philanthropic and public sector resources – including a $25 million anchor commitment and $50 million guarantee allocation from the California Infrastructure and Economic Development Bank (IBank) – to Community Development Financial Institutions (CDFIs). With this new Fund, California’s CDFIs will be better able to help under-banked small businesses recover and reposition themselves to survive the realities of the COVID-19 marketplace. The Fund will seek to distribute funds equitably across the state.Eligible small businesses must have 50 or fewer full-time employees and less than $2.5 million in annual revenue to meet the Fund’s standard underwriting guidelines. Loans to small businesses could have a 5-year term with a 4.25 percent interest rate, with an interest-only period for the first 12 months, and fixed monthly payments for the remainder of the term. No upfront fees will be charged to the small business and loan proceeds can be used as flexible working capital.<a target="_blank" href="https://casetaskforce.org/">The California Small Enterprise Task Force (CASE Force)</a>, a consortium of legal, financial, and nonprofit professionals, is leading the development and implementation of the Fund, which is being arranged by Calvert Impact Capital and will be administered by Kiva Capital Management.“It is important to help small businesses in our most under-resourced communities that have been hardest hit by the pandemic and make up an essential part of California’s economy,” said <a href="/people/susan-mac-cormac.html">Suz Mac Cormac</a>, lead of the Morrison & Foerster pro bono team advising the Fund and the firm’s efforts with CASE Force. “Small businesses can lead the recovery from this pandemic but not without a concerted effort to reach and support them.”Morrison & Foerster co-founded CASE Force and spearheaded the Fund’s innovative structure as a pro bono project with guidance from a variety of partners. The team worked tirelessly to establish the Fund seeking over $1 billion in debt financing in the form of credit facilities and promissory notes from private foundations, family offices, financial institutions, and other lenders and accredited investors in order to provide capital to CDFIs that will quickly deploy the money as loans to California businesses in need.Since its launch in April 2020, CASE Force published a comprehensive free <a target="_blank" href="https://www.law.berkeley.edu/wp-content/uploads/2020/08/8-20-20-Guide-to-Covid-19-Resources-and-Relief.pdf">resource guide</a>, and hosted more than 30 weekly office hour sessions, where small businesses can access live support from lawyers and financial professionals.In addition to Suz, the Morrison & Foerster team advising the loan fund was led by Corporate partner David Lynn; Finance partner Mark Wojciechowski, senior counsel Joe Gabai, and of counsel Kelley Howes; Tax partner Tony Carbone and of counsel Linda Arnsbarger; and associates Jesse Finfrock, Maureen Linch, Aisulu Masylkanova, Olga Terets, Michael Santos, John Tawadrous, and Jeff Xu.Starting on November 20, California businesses seeking funding and support can apply at <a target="_blank" href="https://www.connect2capital.com/partners/california-rebuilding-fund/">www.CALoanFund.org</a>.

Morrison & Foerster Spearheads Launch of California Rebuilding Fund

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Susan (“Suz”) co-chairs the ESG + Sustainability 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 Mac Cormac

Partner

Mark Wojciechowski is Senior Of Counsel in the Finance Group of Morrison Foerster’s New York office.Mark focuses on leveraged and acquisition finance, middle market and asset based finance, mergers and acquisitions and hybrid transactions involving structured debt and equity investments. His clients include major foreign and domestic commercial banks and investment banks, as well as private credit debt funds and public and private corporations. Mark routinely advises these clients on both transactional and regulatory matters.Prior to joining Morrison Foerster, Mark was a partner at another large law firm in New York, where he served as head of the firm’s North American Leveraged Finance Group. Before that, he led a global leveraged finance practice and served on an executive committee.<h4>Representative Experience</h4><h5>Bank Finance Transactions</h5><ul><li>Joint lead arrangers and joint book running managers in connection with the $3.10 billion financing for the acquisition of an American truckload motor shipping carrier, which included a $2.17 billion senior bank facility and a $835 million high-yield bond placement.</li><li>Morgan Stanley and Bank of America as Joint Lead Arrangers in connection with the $2.6 billion financing for the acquisition of Ameripath Corporation by Quest Diagnostics Inc., which included a $1.6 billion senior bank facility and a $1 billion bridge financing.</li><li>Credit Suisse as Lead Arranger in connection with the $120 million acquisition financing for Crestview Capital’s acquisition of Munder Capital Management from Comerica Bank.</li><li>Citibank and Merrill Lynch as Joint Lead Arrangers in connection with the US$4.4 billion bank and bridge financings for the leveraged recapitalization of Tribune Company.</li><li>Morgan Stanley as Lead Arranger in connection with the $1.355 billion first lien, second lien, and ABL financing for Talecris Biotherapeutics Holdings Corp. and its subsidiaries, Talecris Biotherapeutics, Inc. Precision Pharma Services, Inc., and Talecris Plasma Resources, Inc.</li><li>Morgan Stanley and Merrill Lynch as Joint Lead Arrangers in the $2.4 billion first lien, second lien and bridge financings for the leveraged spin-off of Hanesbrands, Inc. from Sara Lee Corporation.</li></ul><h5>Corporate Transactions</h5><ul><li>Balfour Beatty plc on the $626 million acquisition of Parsons Brinckerhoff Inc., a U.S.‑based provider of construction management services.</li><li>Balfour Beatty on its $350 million acquisition of the Military Housing Business of GMH.</li><li>Certain individual manager/investors in the acquisition of a minority equity interest in an ultra‑high net worth money management firm.</li><li>ClientLogic Corporation (a portfolio company of Onex Corporation) in connection with its $760 million acquisition of Sitel Corporation.</li><li>D.E. Shaw & Co. as sponsor in connection with the leveraged buyout of Aspen Marketing Holdings, Inc., including the $105 million senior acquisition financing provided by CIBC and the $25 million mezzanine financing provided by an affiliate of Blackstone.</li><li>Balfour Beatty plc and its U.S. subsidiaries on the $40 million acquisition of Dooley Construction Limited Partnership, a Charlotte, North Carolina-based construction management company.</li><li>Heery International, Balfour Beatty’s U.S. professional and technical services arm, on its acquisition of Douglas E Barnhart Inc. for a cash consideration of $116 million.</li></ul>

Mark Wojciechowski

Senior Of Counsel

Kelley Howes is a Partner in the Denver office and Co-Chair of the Investment Management Group.Kelley has experience with a wide range of legal, regulatory, compliance, corporate governance, insurance, and other matters relating primarily to the representation of U.S. registered and unregistered investment companies, registered investment advisers, transfer agents, and broker-dealers.Kelley has counseled independent fund directors on governance issues, and has advised mutual funds on mergers, reorganizations, compliance, and regulatory matters, including examinations and enforcement matters.Kelley has more than 30 years’ experience in investment management-related matters. Prior to joining Morrison Foerster, she served as Executive Vice President and General Counsel of Janus Capital Group Inc., a NYSE-listed global asset management holding company. She also previously served as Senior Vice President and General Counsel of Janus Capital Management LLC, a U.S. registered investment advisory subsidiary of Janus Capital Group, and as President of the Janus funds and President of Janus Distributors LLC.Kelley is ranked by Chambers for her expertise in Registered Funds. She was also recognized as a "Top Lawyer" for Securities in the 2022 guide of 5280, Colorado's largest local publication and recognized as a “next generation lawyer” by Legal 500 US 2017.Kelley has served on the boards of directors of Young Americans Bank/Young Americans Center for Financial Education; ICI Mutual Insurance Company; and the Denver Metro Chamber of Commerce.

Kelley Howes

Co-chair of Investment Management Group

Anthony J. Carbone is a partner in our New York office and chair of the Tax practice. His practice focuses on tax planning strategies and the tax consequences of a wide range of business, investment and capital markets transactions in the U.S. and internationally.He advises clients on all forms of mergers and acquisitions, reorganizations, fund formation and leveraged buyouts representing private equity funds, deal sponsors, investment banks, commercial banks and hedge funds, as well as venture capital, real estate and other funds (foreign and U.S.), acquiring target companies, and management groups.Tony has extensive experience on the tax aspects of bankruptcy matters and has been involved in many high-profile matters. He also has extensive experience in the tax aspects of corporate finance transactions representing both financial institutions and their customers and clients. He advises banks and other offshore clients on the tax aspects of their U.S. and offshore business activities, and their offerings of securities and other financial products into the U.S. His experience includes foreign investments in the U.S. and abroad, international joint ventures and international finance transactions.Tony also has extensive experience in a wide variety of securities offerings, including complex debt securities, securitization transactions and derivatives. His expertise includes debt securities that contain an embedded derivative, including finance instruments with returns linked to various types of reference assets.Tony handles federal, state and local tax controversies involving both administration proceedings and litigation in federal and state courts. Tony has also been involved in a number of cases challenging the applicability and/or constitutionality of certain New York State and city tax provisions and has successfully had such proceedings transferred from the State Tax Administration Tribunal to the New York state courts.Prior to joining Morrison Foerster, Tony was a tax partner at a large, international law firm based in New York and prior to that he was a partner at Bingham McCutchen LLP, where he was co-leader of the Tax Group, a former deputy chair of the corporate area, and co-managing partner of Bingham’s New York office. Tony is a member of the American Bar Association (Tax Section) and the New York State Bar Association (Tax Section). He is the former President of the New York Chapter of the Indiana University Kelley School of Business Alumni Association and has served as a member of the Board of Directors of the university’s alumni organization.Tony is a Certified Public Accountant.

Anthony Carbone

Chair of the Tax Practice

Linda Arnsbarger advises nonprofits and businesses on a wide range of issues relating to the regulation of exempt organizations and the unique issues raised in doing business with them.Ms. Arnsbarger’s clients include private foundations, community foundations, public charities, colleges, universities, and private schools, trade associations, state instrumentalities, foreign charities and their U.S. affiliates, and pension funds and their advisors. Private foundation issues include private foundation excise tax issues relating to grantmaking and impact investments. Community foundation matters include donor-advised funds and supporting organizations. She advises charities and universities regarding structuring charities and related entities, minimizing taxable unrelated business income, fundraising, international grantmaking, anti-terrorism guidelines, governance, compensation arrangements, regulation of lobbying and political campaign activities, and clean energy tax benefits. She has worked with clients on issues relating to complex corporate structuring, conversions, technology transfer, joint ventures and strategic alliances, venture philanthropy, and intellectual property.She also advises charitable donors, companies engaged in corporate philanthropy or doing business with nonprofits, impact investors, a wide range of social enterprises, including social investing funds, other investment funds with nonprofit investors, and hybrid models of philanthropy. Linda is also a member of our global Environmental, Social, and Governance (ESG) steering committee.Her state practice includes charitable solicitation and Internet solicitation, charitable gaming, unrelated business taxable income, and excise and sales tax issues, including taxation of electronic commerce transactions.Representative clients include the Alaska Permanent Fund Corporation, Ashoka, Brigham Young University, Business For Social Responsibility, Calvert Foundation, Capricorn Investment Group, CIGNA, Common Sense Media, Cornell University, Facebook, Goodwill Industries, iMentor, Johns Hopkins University, Juvenile Diabetes Research Foundation, Kaiser Permanente, Kepler’s 2020, Medicines360, Moody’s, Nature Conservancy, Omidyar Network, Pacific Community Ventures, The Paley Center for Media, Regents of the University of California, Revolution Foods, RSF Social Finance, Salesforce.com, Sierra Pacific Foundation, Starlight Children’s Foundation, Sunkist Foundation, Twentieth Century Fox, Universities Space Research Association, University of Colorado Foundation, Verisign, VISA, and Vision Ridge Partners.

Linda Arnsbarger

Of Counsel

Michael Santos is an associate in the San Francisco office of Morrison Foerster and a member of the firm’s Transactions Department. 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

Associate

John Tawadrous’ practice focuses primarily on the representation of investment banks, private credit funds, corporate borrower clients, and private equity sponsors in leveraged and acquisition finance transactions. John helps these clients structure, negotiate, and document complex financing transactions (both secured and unsecured) in jurisdictions across the world. He also counsels clients through leveraged buyout transactions, project financings, investment grade deals, restructuring exercises, and the refinancing and repricing of existing credits.Prior to joining Morrison & Foerster’s Finance & Projects group, John was an associate at another major law firm in New York. Before that, he gained experience as an associate in the finance group of global law firms in Australia.<h4>Representative Experience</h4><h5>Finance Transactions</h5><ul><li>Represented the joint lead arrangers and administrative agent in connection with a $150 million syndicated term loan, a $20 million revolving credit facility, and a $40 million syndicated delayed draw term facility to a portfolio company of a bulge bracket private equity fund.</li><li>Represented the joint lead arrangers and administrative agent in connection with a $535 million senior secured first-lien term loan and a $125 million senior secured second-lien term loan for a corporate borrower.</li><li>Represented the joint lead arrangers and administrative agent in connection with the repricing of a $1.32 billion term loan facility and a $75 million revolving loan facility for a public company. </li><li>Represented the administrative agent and private credit funds, as lenders, in connection with commitments for a $120 million incremental term loan for a corporate borrower. </li><li>Represented the administrative agent and lender in connection with an unsecured $220 million term loan to an investment grade utility company.  </li><li>Represented the administrative agent in connection with an amendment to a public company’s $1 billion five-year revolving credit facility.</li><li>Represented a corporate borrower in relation to a $56 million bilateral term loan facility provided by a commercial bank. </li></ul><h5>Restructuring Transactions</h5><ul><li>Represented a private credit fund, as administrative agent and lender, in connection with the successful restructuring of the approximately $90 million outstanding debt under a corporate borrower’s $117 million senior secured term loan facility. </li><li>Represented a private credit fund, as administrative agent and lenders, in connection with the successful restructuring of approximately $65 million of $95 million in principal and interest outstanding under the corporate borrower’s senior secured term loan facility.</li></ul>

John Tawadrous

Jeff Xu is a member of the Firm’s Finance Group. He represents financial institutions, private credit funds, public and private companies and other borrowers and lenders in financing transactions, including secured and unsecured, syndicated, acquisition, subscription line, ABL, trade, debtor-in-possession and other complex financings, with a particular focus on private credit.His pro bono practice focuses on representing elderly and low income New Yorkers with their essential life planning documents.Jeff graduated magna cum laude from Fordham University School of Law, where he was elected to the Order of the Coif.