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MoFo Represents Greenlane in Merger with KushCo

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Morrison & Foerster represented Greenlane Holdings, Inc. (“Greenlane”) (Nasdaq: GNLN), a global house of brands and one of the largest sellers of premium cannabis accessories, child-resistant packaging, and specialty vaporization products, in its agreement to merge with KushCo Holdings, Inc. (“KushCo”) (OTCQX: KSHB), pursuant to which KushCo will become a wholly owned subsidiary of Greenlane.

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Morrison & Foerster represented Greenlane Holdings, Inc. (“Greenlane”) (Nasdaq: GNLN), a global house of brands and one of the largest sellers of premium cannabis accessories, child-resistant packaging, and specialty vaporization products, in its agreement to merge with KushCo Holdings, Inc. (“KushCo”) (OTCQX: KSHB), pursuant to which KushCo will become a wholly owned subsidiary of Greenlane.KushCo is a premier provider of ancillary products and services to the legal cannabis and CBD industries. The transaction will bring together two of the pioneering cannabis ancillary product and services companies, with a combined 25-plus years of operating history. The combined company will serve a premier group of customers, which includes many of the leading multi-state-operators and licensed producers, the majority of the top smoke shops in the United States, and millions of consumers.The combined company is expected to have a pro forma market capitalization in excess of $350 million based on the respective share prices of Greenlane and KushCo as of market close on March 30, 2021. Following completion of the transaction, the combined company is expected to generate pro forma revenue of between $310 million and $330 million for the year ended December 31, 2021.Completion of the transaction is subject to applicable regulatory approvals, including by Nasdaq, in addition to certain customary closing conditions, as well as approval by KushCo’s stockholders and certain Greenlane stockholders.The MoFo team advising Greenlane was led by corporate partners David Slotkin (Washington, D.C.), Erik Knudsen (Denver), and Justin Salon (Washington, D.C.), corporate of counsel Kevin Madden (Boston), and corporate associates John Hensley (Washington, D.C.), Meredith Carr (Washington, D.C.), and Astrid Muharram (Denver/Miami).Greenlane has been working with Morrison & Foerster’s Corporate and Securities team for the past few years. Morrison & Foerster recently represented Greenlane in its <a target="_blank" href="https://www.mofo.com/resources/news/210303-mofo-represents-greenlane-eyce-acquisition.html">acquisition of Eyce</a>, a leading manufacturer of specialty silicone smoking products.Read more about the transaction in the company’s <a target="_blank" href="https://investor.gnln.com/news-releases/news-release-details/greenlane-and-kushco-announce-transformative-merger-creating">press release</a>.

MoFo Represents Greenlane in Merger with KushCo

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David P. Slotkin

Partner

Erik Knudsen is a corporate partner and a member of the Private Equity Buyouts & Investment Group.Erik focuses his practice on complex business transactions, including leveraged buyouts, strategic mergers, acquisitions, investments and joint ventures, reorganizations, growth equity and venture capital investments, and divestitures.With a broad industry reach, Erik has led transactions in diverse sectors such as healthcare, industrial, software, internet, technology, business services, distribution, and manufacturing. His industry‑specific knowledge and comprehensive understanding of the private equity market and corporate counsel requirements position him as a trusted advisor for clients navigating complex business landscapes.

Erik G. Knudsen

Justin is chair of the firm’s Capital Markets practice and former co-chair of Morrison Foerster’s REIT practice.Justin represents both issuers and underwriters in a wide variety of corporate and securities matters, including initial public offerings, primary and secondary offerings, private placements, senior and subordinated debt financings, and liability management transactions. In addition, he serves as primary outside counsel to numerous public company clients with respect to corporate governance issues, compliance with the U.S. federal securities laws, and the requirements of the New York Stock Exchange (NYSE) and NASDAQ, as well as general corporate matters.For his role as lead attorney on Arm's IPO, The American Lawyer recently recognized Justin as a 2024 "Dealmaker of the Year," an award honoring lawyers who guided the most complex, groundbreaking, and impactful deals of the past year.Justin is recommended by The Legal 500 US 2023 for Capital Markets: Debt Offerings, Capital Markets: Equity Offerings, M&A / Corporate and Commercial: Private Equity Buyouts, and REITs. He is also recognized as a leading lawyer in Chambers USA 2023 for REITs.Justin is a member of the firm’s global Environmental, Social, and Governance (ESG) steering committee.<h4 dir="ltr">Representative Experience</h4><h5 dir="ltr">Equity</h5><ul><li dir="ltr">Represented Arm Holdings plc, the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023.</li><li dir="ltr">Represented Armada Hoffler Properties, Inc. (NYSE: AHH) in connection with multiple follow-on offerings of common stock and preferred stock and represented the underwriters in connection with Armada Hoffler’s initial public offering.</li><li dir="ltr">Represented Inovalon Holdings, Inc. (NASDAQ: INOV) in its initial public offering.</li><li dir="ltr">Represented RLJ Lodging Trust (NYSE: RLJ) in connection with its initial public offering.</li><li dir="ltr">Represented the underwriters in connection with Plymouth Industrial REIT’s initial public offering, multiple follow-on offerings of common stock, and issuance of perpetual preferred stock.</li><li dir="ltr">Represented the underwriters in connection with Community Healthcare Trust’s (NYSE: CHCT) initial public offering and numerous follow-on equity offerings.</li><li dir="ltr">Represented Farmland Partners, Inc. (NYSE: FPI) in its initial public offering, subsequent public offerings of common stock, and offering of 6.00% Series B Participating Preferred Stock.</li><li dir="ltr">Represented issuers or underwriters in connection with SPAC IPOs for Anzu Special Acquisition Corp I, Endurance Acquisition Corp., Pegasus Digital Mobility Acquisition Corp., Revelstone Capital Acquisition Corp., Science Strategic Acquisition Corp. Alpha, and Sound Point Acquisition Corp. I.</li><li dir="ltr">Represented Education Realty Trust (NYSE:EDR) in connection with multiple public offerings of common stock resulting in proceeds in excess of $1 billion.</li><li dir="ltr">Represented UDR, Inc. in connection with multiple follow-on equity offerings.</li><li dir="ltr">Represented the underwriters in connection with multiple registered offerings of preferred stock and common stock by Sotherly Hotels (NASDAQ: SOHO).</li><li dir="ltr">Represented Trade Street Residential, Inc. in its backstopped rights offering and corresponding PIPE.</li><li dir="ltr">Represented the underwriters in connection with Independence Realty Trust’s (NYSE: IRT) offering of common stock and concurrent listing on the NYSE.</li></ul><h5 dir="ltr">Debt and Liability Management</h5><ul><li dir="ltr">As designated underwriters’ counsel to Royal Dutch Shell Plc, represented the underwriters in connection with registered offerings of more than $30 billion of fixed and floating rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc.</li><li dir="ltr">Represented the underwriters in connection with the registered offering of $5 billion of notes by Novartis Capital Corporation, the U.S. financing subsidiary of Novartis AG.</li><li dir="ltr">Represented Education Realty Trust (NYSE:EDR) in connection with multiple public offerings of debt securities resulting in proceeds in excess of $1 billion.</li><li dir="ltr">Represented ON Semiconductor Corporation (NASDAQ: ON) in its $500 million Rule 144A offering of 1.625% convertible senior notes, $805 million Rule 144A offering of its 0% convertible senior notes due 2027, and privately negotiated repurchase and exchange transactions for outstanding senior notes.</li><li dir="ltr">Represented Vontier Corporation (NYSE: VNT) in its $1.6 billion 144A offering of senior notes and its $1.6 billion registered exchange offer.</li><li dir="ltr">Represented Veeco Instruments Inc. (NASDAQ: VECO) in its $300 million 144A offering of 2.70% convertible senior notes and its $125 million Rule 144A offering of 3.75% convertible senior notes.</li><li dir="ltr">Represented Whole Foods Market, Inc. in its $1 billion Rule 144A/Regulation S offering of 5.200% senior notes due 2025 and subsequent registered exchange offer.</li><li dir="ltr">Represented the Commonwealth of the Bahamas in connection with its $100 million 144A sovereign debt offering.</li><li dir="ltr">Represented AutoZone, Inc. (NYSE: AZO) in connection with $1.55 billion of registered offerings of senior notes.</li><li dir="ltr">Represented Smithfield Foods, Inc. in its $1 billion offering of senior notes and concurrent tender offer for over $750 million of outstanding senior notes.</li><li dir="ltr">Represented WellPoint, Inc. (NYSE: WLP) in its $1.75 billion offering of senior notes.</li><li dir="ltr">Represented Aventine Property Group in connection with its $100 million private offering of convertible senior notes.</li><li dir="ltr">Represented the underwriters in connection with multiple registered offerings of senior notes by Sotherly Hotels (NASDAQ: SOHO).</li><li dir="ltr">Represented the placement agent in connection with the $50 million private offering of senior secured notes by Newport Realty Trust, a private mortgage REIT.</li><li dir="ltr">Represented the placement agent in connection with the private placement of $100 million aggregate principal amount of 6.75% senior unsecured notes due 2023 issued by MCREIF SubREIT, LLC, a private REIT managed by M360 Advisors, and fully and unconditionally guaranteed by M360 CRE Income Fund LP.</li><li dir="ltr">Represented the placement agent in connection with the private placement of $36.5 million aggregate principal amount of 7.5% senior unsecured notes due 2025 issued by NextPoint Real Estate Finance Operating Partnership, L.P., the operating partnership subsidiary of NexPoint Real Estate Finance, Inc. (NYSE: NREF).</li><li dir="ltr">Represented the placement agent in connection with the private placement of $42.25 million aggregate principal amount of its 7.00% senior unsecured notes due 2026 issued by Pelorus Fund REIT, LLC.</li></ul><h5 dir="ltr">M&A</h5><ul><li dir="ltr">Represented Education Realty Trust in its $4.6 billion all-cash sale to a newly formed perpetual life vehicle led by an affiliate of Greystar Real Estate Partners.</li><li dir="ltr">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 dir="ltr">Represented Greenlane Holdings, Inc. (NASDAQ: GNLN), in its merger of equals with KushCo Holdings, Inc.</li><li dir="ltr">Represented Pivotal Investment Corp. II in connection with its merger with XL Fleet Corp., a leader in vehicle electrification solutions for commercial and municipal fleets.</li><li dir="ltr">Represented Farmland Partners, Inc. in connection with its stock-for-stock acquisition of American Farmland Company (NYSE: AFCO), as well as more than $400 million of property acquisitions.</li><li dir="ltr">Represented Trade Street Residential, Inc. in its acquisition by Independence Realty Trust, Inc.</li><li dir="ltr">Represented the Special Committee of the board of directors of Bluerock Residential Growth REIT in connection with the proposed internalization of its external manager.</li></ul>

Justin R. Salon

Kevin J. Madden is a partner in the ﬁrm’s Boston oﬃce.Kevin advises private equity and venture capital investors and public and private company clients on a broad range of transactions, including mergers and acquisitions, leveraged buyouts, growth and venture investments, and divestitures.He represents clients operating in a range of industries including technology, life sciences, health care, food and agriculture, and manufacturing.Prior to joining Morrison & Foerster, Kevin practiced in the Boston oﬃce of another international law ﬁrm, where he advised private equity sponsors and public and private companies on corporate and transactional matters.

Kevin Madden

John Hensley is a partner in the firm’s Capital Markets and Public Company Advisory & Governance practices. He represents publicly and privately held companies in a variety of corporate and securities law matters.John represents both issuers and underwriters in initial public offerings, follow-on offerings and private placements, including offerings of common and preferred equity, debt, and convertible debt. In addition, John regularly advises numerous public company clients regarding general business matters, corporate governance issues and compliance with the U.S. federal securities laws and the requirements of the New York Stock Exchange and Nasdaq.<h4 dir="ltr">Representative Experience</h4><ul><li dir="ltr">Represented Arm Holdings plc (NASDAQ:ARM), the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023</li><li dir="ltr">Represented Centuri Holdings and parent company Southwest Gas Holdings in $353 million IPO and concurrent private placement</li></ul><ul dir="ltr"><li dir="ltr">Represented Krystal Biotech, Inc. (NASDAQ:KRYS) in multiple equity offerings, with an aggregate value of approximately $635 million</li><li dir="ltr">Represented Southwest Gas Holdings, Inc. in its $238.4 million public offering of common stock</li><li dir="ltr">Represented UDR, Inc. (NYSE:UDR) in connection with multiple public debt offerings with an aggregate value of approximately $1.3 billion and in connection with multiple public equity offerings with an aggregate value of over $2 billion</li><li dir="ltr">Advised eBay Inc. (NASDAQ:EBAY) in connection with a $1.15 billion offering of senior unsecured notes under its existing shelf registration statement and in connection with a $2.5 billion offering of senior unsecured notes under its existing shelf registration statement</li><li dir="ltr">Advised Sky Harbour LLC, a developer of private aviation infrastructure, in connection with its business combination agreement with Yellowstone Acquisition Company (NASDAQ: YSAC, YSACU, and YSACW), a publicly traded SPAC sponsored by Boston Omaha Corporation (NASDAQ:BOMN); as part of the business combination with Sky Harbour, a subsidiary of Boston Omaha purchased 10,000,000 shares of Yellowstone Class A common stock and acquired additional shares of Class A common stock and warrants to purchase Class A common stock as Yellowstone’s sponsor.</li><li dir="ltr">Represented Vontier Corporation (NYSE:VNT) in connection with its 144A private offering of $1.6 billion in senior notes</li><li dir="ltr">Represented Education Realty Trust, Inc. (NYSE:EDR) in connection with multiple public offerings of debt and equity securities resulting in proceeds in excess of $2.0 billion</li><li dir="ltr">Represented Farmland Partners Inc. (NYSE:FPI) in its $53.2 million initial public offering, its $46.5 million and $37.0 million follow-on offerings, and its $25.0 million at-the-market equity offering</li><li dir="ltr">Represented the underwriters in connection with registered offerings of over $33 billion of fixed and floating rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc</li><li dir="ltr">Represented the underwriters in connection with the registered offering of $5 billion of notes by Novartis Capital Corporation, the U.S. financing subsidiary of Novartis AG</li><li dir="ltr">Represented the underwriters in connection with Plymouth Industrial REIT’s approximately $58 million initial public offering, multiple follow-on offerings of common stock, and $45 million offering of preferred stock</li><li dir="ltr">Represented Southwest Gas Corporation in multiple registered debt offerings of over $1.6 billion in the aggregate</li><li dir="ltr">Represented Vonage Holdings Corp. in connection with its $300 million Rule 144A offering of convertible notes</li><li dir="ltr">Represented MedEquities Realty Trust, Inc. (NYSE:MRT) in its $275 million initial public offering</li><li dir="ltr">Represented Inovalon Holdings, Inc. (NASDAQ:INOV) in its $685 million initial public offering</li><li dir="ltr">Represented Veeco Instruments Inc. (NASDAQ:VECO) in two 144A convertible notes offerings of $425 million in the aggregate</li><li dir="ltr">Represented onsemi (NASDAQ:ON) in its $500 million Rule 144A offering of 1.625% senior convertible notes and in its $700 million offering of 3.875% senior unsecured notes</li><li dir="ltr">Represented the sales agents in connection with Equity Residential’s (NYSE:EQR) at-the-market offering program of 13 million common shares</li><li dir="ltr">Represented the underwriters in connection with the establishment of a $300 million at-the-market (ATM) equity offering program by Apple Hospitality REIT</li></ul>

John Hensley

Astrid Menendez-Muharram is an associate in the firm’s Corporate Practice. She advises clients on a broad range of corporate matters, including public and private mergers and acquisitions, private equity investments, joint ventures, and general corporate governance in the United States and Latin America.Astrid regularly assists corporations and venture capital funds in a variety of transactional matters including financings, strategic investments, mergers and acquisitions, and cross-border licensing and technology transactions. She is also active in the firm’s pro bono program, including through volunteering at a variety of immigration clinics and criminal record clearing clinics.  She speaks fluent Spanish.<h4>Representative Experience</h4><ul><li>Aurotech, a provider of digital services and business solutions for U.S. federal healthcare and adjacent civilian agencies, in connection with its acquisition by OpenGate Capital, a global private equity firm.</li><li>Autodesk in its acquisition of CAMplete, a developer of simulation and other software for machine tooling machinery.</li><li>Banco Inter S.A., a publicly traded Brazilian digital bank and its affiliates, in connection with its $157 million acquisition of Pronto Money Transfer Inc. (also known as “Usend”), a fintech company established in the United States and with subsidiaries in Brazil, Canada, and the United Kingdom.</li><li>Definitive Logic in connection with its acquisition, and related acquisition financing, of Digital Mobilizations, a digital transformation firm with market leading capabilities for enterprise-level digital transformation initiatives at the U.S. Department of Defense and U.S. Intelligence Community.</li><li>Divvy, a leader in spend management, in its sale to Bill.com (NYSE: BILL), a provider of cloud-based software that simplifies, digitizes, and automates complex back-office financial operations for small and midsize businesses (SMBs). The stock and cash transaction was valued at approximately $2.5 billion.</li><li>Dolphin Entertainment, Inc. (NASDAQ: DLPN), a leading independent entertainment marketing and premium content development company, in its acquisition of Shore Fire Media, Ltd., a public relations and media management firm based in Brooklyn, New York that specializes in music, entertainment and popular culture.</li><li>DPR Construction in connection with its acquisition of GE Johnson, a general contractor headquartered in Colorado Springs with projects in the healthcare, education, multi-family/hospitality, advanced technology, commercial office, public/Federal, and cultural markets.</li><li>onsemi (NYSE: ON), a leading supplier of intelligent power and sensing technologies, in connection with its acquisition of GT Advanced Technologies (GTAT), a producer of silicon carbide (SiC), for $415 million in cash. </li><li>Shinagawa Refractories in connection with its acquisition of Saint-Gobain’s ceramic businesses mainly used in the traditional iron and steel industry, including Vinhedo in Brazil and Latrobe in the U.S.</li><li>SoftBank Latin America Fund in connection with its investment in the $200 million Series C funding round in Addi, a fintech startup based in Bogota, Colombia that offers buy-now-pay-later technology.</li><li>SoftBank Latin America Fund, Riverwood Capital, Igah Ventures, and Volpe Capital in connection with their investments in CRM&BONUS’s R$280 million financing round. CRM&BONUS is a Brazilian-based platform that allows real-time control of giftback delivery to consumers.</li><li>SoftBank in its investment in the Series B financing of Buser, Ltd., an intercity bus charter online booking service in Brazil.</li><li>SoftBank in connection with a Series D investment round totaling $250 million in QuintoAndar, a Sao Paulo-based real estate leasing platform that is changing the long-term rental marketplace in Brazil.</li><li>SoftBank in the Series B $108 million financing round in Brazilian IDTech pioneer in ID protection solutions, Acesso Digital. General Atlantic, a leading global growth equity firm, also invested in the round.</li><li>SoftBank as lead investor in the $83 million Series E financing of Brazilian test-prep startup Descomplica.</li><li>Uber Technologies, Inc. on its acquisition of a majority stake in Cornershop, a grocery delivery start-up that is active in Chile, Mexico, Peru and Canada, to expand its food delivery business.</li><li>Uber Technologies, Inc. in its $1.4 billion acquisition of the remaining 47% stake in Chilean grocery delivery company Cornershop Inc., which followed the company's acquisition of a majority stake.</li><li>Unity Technologies, Inc., the world’s leading platform for developing interactive, real-time 3D (RT3D) content, in its acquisition of Codice Software S.L., a Spain-based developer of version control technology designed to handle source code and all related assets in software projects.</li></ul>

Astrid Menendez-Muharram

Associate

Mergers + Acquisitions