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MoFo Advises Paine Schwartz Partners in New Platform Investment in Registrar Corp.

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MoFo advised Paine Schwartz Partners, a global leader in sustainable food chain investing, in connection with its new platform investment in Registrar Corp., a leading provider of supply chain compliance software and services to domestic and foreign food

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MoFo advised Paine Schwartz Partners, a global leader in sustainable food chain investing, in connection with its new platform investment in Registrar Corp., a leading provider of supply chain compliance software and services to domestic and foreign food & beverage, medical device, pharmaceutical, and cosmetic customers.The MoFo team was led by partners Omar Pringle and Mitchell Presser, associates Joe Sulzbach, Dana Lyons, Miles Gilhuly, David Ranzini and paralegal Daniel Lopez on M&A matters; partner Dario Avram, of counsel Eric Min and associates Jake Burne and Nihal Shrinath on debt finance matters; partner Amanda Hines Gold and associate John O’Neil on employee benefits matters; of counsel Ossie Cousins on labor and employment matters; of counsel Anthony Ramirez and Wendy Chu on technology transaction matters; partner Anthony Carbone and associate Katherine Erbeznik on tax matters; partner Vishal Mehta and associate Alexa DiCunzolo on antitrust matters; and partner Kristen Mathews and associate Whitney Lee on privacy/data security matters.Read more about the transaction in Paine Schwartz Partners’ <a target="_blank" href="https://www.prnewswire.com/news-releases/paine-schwartz-creates-new-platform-with-investment-in-registrar-corp-the-leading-provider-of-supply-chain-compliance-software-and-services-301363966.html">press release</a>.

MoFo Advises Paine Schwartz Partners in New Platform Investment in Registrar Corp.

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<h4>“A rising star advising on complex transactions.”</h4>Recognized as a star on the horizon, Omar is a consummate dealmaker and a trusted advisor, driving successful outcomes on his clients’ most important and challenging transactions.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 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 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 Environmental, Social, and Governance (ESG) steering committee.﻿He speaks fluent French and Spanish and is conversant in Arabic.

Omar E. Pringle

Partner

Mitchell Presser advises on high-profile global public and private mergers and acquisitions, with a heavy concentration on private equity transactions. As the co-chair of the firm’s Band I global Food + Agriculture Industry practice, and member of the firm’s global ESG + Sustainability steering committee, as well as the Private Equity 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, Mitchell’s unique insights are 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

Joe Sulzbach is a partner in the Corporate Transactional group, focusing on mergers and acquisitions and private equity. Joe has represented numerous public and private entities in a variety of transactions, including domestic and cross-border merger and acquisition transactions, private equity transactions, joint ventures, and corporate governance matters. He has advised a broad range of clients across industries, including technology, media, and telecom (TMT), industrial, chemicals, consumer goods and retail, energy, healthcare and pharmaceuticals, and real estate.Joe has also represented a number of companies in engagements with activist stockholders, including in responding to Starboard Value, Carl Icahn, Elliott Management, JANA Partners, Farallon Capital Management, and VIEX Capital.In addition, Joe has represented investment banking firms and financial advisors in a variety of significant transactions, including representation of Qatalyst Partners, Evercore Partners, Ducera Securities, and Solomon Partners.Select examples of Joe’s experience include the following representations:<ul><li>U.S. Silica Holdings, Inc. in its $1.85 billion sale to entities affiliated with Apollo Global Management.</li><li>Centuri Holdings and parent company Southwest Gas Holdings in Centuri’s $353 million IPO and concurrent private placement.</li><li>The rock band KISS and its co-founders Gene Simmons and Paul Stanley in the sale of substantially all rights related to KISS to Pophouse Entertainment.</li></ul><ul><li>Sekisui House, Ltd. in its $4.9 billion acquisition of M.D.C. Holdings, Inc.</li><li>Astellas Pharma Inc. in its $175 million acquisition of Propella Therapeutics, Inc.</li></ul><ul><li dir="ltr">Southwest Gas Holdings, Inc. in its adoption of a Tax-Free Spin Protection Plan.</li><li dir="ltr">Kyowa Kirin Co., Ltd. in its up to $477 million acquisition of Orchard Therapeutics plc, including CVR payment.</li><li dir="ltr">Sugar Foods Corporation in its sale to Pritzker Private Capital.</li></ul><ul><li>The News Lens Co., Ltd. in its $275 million business combination with Blue Ocean Acquisition Corporation.</li></ul><ul><li>Upland Software, Inc. in its adoption of a Tax Benefit Preservation Plan.</li></ul><ul><li>The Board of Directors and Special Committee of Toshiba in the $15.2 billion takeover of Toshiba by a consortium led by Japan Industrial Partners.</li><li>Infineon Technologies AG in the sale of its HiRel DC-DC converter business to Micross Components, Inc.</li></ul><ul><li>AgroFresh Solutions, Inc. in its $545 million going-private acquisition by Paine Schwartz Partners.</li><li>Unity Software Inc. in multiple transactions, including its all-stock $4.4 billion acquisition of ironSource and Unity’s concurrent $1 billion PIPE investment by Silver Lake and Sequoia, and in response to the related $13.6 billion unsolicited acquisition proposal from AppLovin Corporation.</li><li>Southwest Gas Holdings, Inc. in its defense against a hostile tender offer and proxy contest for board control by Carl Icahn, including adoption of a shareholder rights plan, and negotiated resolution.</li><li>Marrone Bio Innovations in its $244 million acquisition by Bioceres Crop Solutions Corp. in a stock-for-stock merger.</li><li>Paine Schwartz Partners, a global leader in sustainable food chain investing, in its new platform investment in Registrar Corp., a leading provider of supply chain compliance software and services to domestic and foreign food and beverage, medical device, pharmaceutical, and cosmetic customers.</li><li>Silver Crest Acquisition Corporation in its $1.7 billion business combination with TH International Limited (Tims China), a master franchisee and operator of Tim Hortons coffee shops in China.</li><li>Sky Harbour LLC in its $777 million business combination with Yellowstone Acquisition Company.</li><li>SoftBank Group Corp., as the largest investor in WeWork, in WeWork’s $9 billion business combination with BowX Acquisition Corp.</li><li>Leading provider of patient access and engagement platform in its sale to a publicly listed company.</li><li>ON Semiconductor Corporation in its adoption of a shareholder rights plan.</li><li>Whitestone REIT in its adoption of a shareholder rights plan.</li><li>Exantas Capital Corp. in the acquisition of its external management contract by ACRES Capital Corp. from C-III Capital Partners LLC, and $375 million financing from MassMutual and Oaktree Capital Management.</li><li>NTT Communications Corporation and Secure-24 in the acquisition of SymSoft Holding Inc. and Symmetry Holding Inc. from Symmetry Holdings, LLC, a portfolio company of Great Hill Equity Partners.</li><li>Kirin Holdings Company, Limited in its acquisition of approximately 40% of the capital stock of Thorne Holding Corp.</li><li>Rao’s Specialty Foods, Inc. in its sale to Sovos Brands, an affiliate of funds managed by Advent International.</li><li>JERA in its sale of a minority interest in Cricket Valley Energy Center to Development Bank of Japan.</li><li>JERA in the acquisition of a 43% stake in Cricket Valley Energy Center, the developer of a 1,000 MW natural gas-fired power plant located in Dover, New York.</li><li>Renesas Electronics in its $3.2 billion acquisition of Intersil Corporation.</li><li>DaVita HealthCare Partners in its acquisition of Renal Ventures Limited.</li><li>Inovalon Holdings, Inc. in its acquisition of Creehan Holding Co., Inc.</li><li>Inovalon Holdings, Inc. in its acquisition of Avalere Health, Inc.</li><li>GLP Pte. Ltd. in the acquisition of a $4.55 billion U.S. logistics portfolio from Industrial Income Trust.</li><li>JLB Group, LLC in its acquisition of Sneakz, LLC.</li><li>Futamura Chemical Co., Ltd. in its acquisition of the cellulose business of Innovia Films.</li><li>Kirin Holdings Company, Limited in its acquisition of approximately 24.5% of the capital stock of The Brooklyn Brewery Corporation.</li></ul>

Joseph Sulzbach

David Ranzini is a corporate associate in Morrison Foerster’s Tokyo office.David advises multinational and U.S.-based public and private companies and private equity firms in connection with domestic and cross-border transactions, including mergers, acquisitions, carve-outs, joint-ventures, investments, and corporate governance issues.David was previously a summer associate with the firm’s Tokyo office, where he assisted with corporate and M&A matters.David received his J.D. from the University of Virginia School of Law in 2020, an LL.M. from Kyushu University in 2017, and his B.A., summa cum laude, from The College of William & Mary in 2012. While in law school, David was Managing Editor of the Virginia Law Weekly Executive Board and an Editor of the Virginia Tax Review. He also participated at the Consumer Law Clinic at the Legal Aid Justice Center in Charlottesville, Virginia.David has advanced written and verbal proficiency in Japanese.

David Ranzini

Associate

Darío Avram is co-chair of Morrison Foerster’s Finance Group and a member of the Private Equity Buyouts & Investment Group. His transactional practice is focused on financings and private equity matters, with additional experience in restructurings.Darío regularly represents private equity sponsors and their portfolio companies in a variety of complex U.S. and cross-border financing transactions, including leveraged buyouts, refinancings, and restructurings. He has led transactions covering a range of industries, including technology, financial services, healthcare and life sciences, industrials, professional services, and consumer products, among others.Darío has been recognized by Chambers USA as a notable practitioner for Banking & Finance in California. He was also recognized by Global M&A Network as one of Americas Top 50 Rising Dealmakers and by Legal 500 as a key partner for Private Equity Buyouts.

Dario D. Avram

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

Jake Burne is an associate in Morrison Foerster’s Finance Group. He represents both borrowers and lenders on a broad range of domestic and cross-border transactions, including acquisition financings and leveraged buyouts, senior syndicated facilities, fund financings and other secured and unsecured financings.

Jake Burne

John O’Neill is an associate in the San Francisco office of Morrison & Foerster and a member of the firm’s Executive Compensation practice.John’s practice focuses on executive compensation matters including designing, drafting and negotiating executive employment agreements, administering equity incentive plans and awards, and handling executive compensation and employee benefits aspects of mergers and acquisitions, restructurings and financings. He regularly assists public and private companies in navigating tax (particularly Sections 280G and 409A) and securities law issues related to employee benefit plans and executive compensation.Mr. O’Neill earned his J.D. from University of California Hastings College of the Law and holds a B.A. in political science from the University of Arizona. Prior to joining the firm, Mr. O’Neill was with a Big Four accounting firm, where he focused on U.S. federal income tax considerations in connection with domestic and cross-border mergers and acquisitions.

John O'Neill

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 M. Ramirez

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

Alexa DiCunzolo 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.Alexa helps clients address a wide range of antitrust concerns, including both litigation and transactional matters. She is dedicated to helping clients identify and mitigate antitrust risks while achieving their business goals and to defending their interests when litigation arises.A significant portion of Alexa’s practice is devoted to helping guide clients through the Hart-Scott-Rodino pre-merger notification process, from determining when notification is required to supplying necessary information to enforcement agencies to advising on antitrust risk-mitigation strategies.Alexa received her J.D. with honors from the George Washington University Law School, where she was a staff member of The Guide to International Research for the George Washington International Law Review. She graduated summa cum laude with a B.A. in political science and government from Loyola University Maryland.

Alexa Rae DiCunzolo

Whitney Lee is an associate in the firm’s Privacy + Data Security and Crisis Management practice groups. She is based in the firm’s Washington D.C. office.Whitney’s practice focuses on advising clients on significant cybersecurity incidents and other sensitive matters relating to U.S. domestic and international cybercrime, national security, risk, and crisis management, including matters that involve multijurisdictional investigations, congressional oversight, and significant media attention. Whitney has substantial experience managing third-party forensic and internal investigations, e-discovery efforts, and communications with relevant regulatory agencies and impacted stakeholders.She has successfully defended clients in numerous regulatory inquiries regarding data security practices, including investigations by the U.S. Department of Health and Human Services, state attorneys general, and international regulators following data security incidents. Whitney also has considerable experience advising clients on the Foreign Agents Registration Act and the Lobbying Disclosure Act.In 2024, Whitney was named to Law 360’s 2024 Cybersecurity & Privacy Editorial Board. In 2022, 2023, and 2024, Whitney was named to the National Black Lawyers Top 40 Under 40 List. In 2023, Whitney received the American Bar Association’s “On the Rise – Top 40 Young Lawyers Award.” In 2021, Whitney was featured in Bloomberg Law’s They’ve Got Next series as a Rising Star in the area of Privacy and Cybersecurity.Prior to joining Morrison Foerster, Whitney was an associate in the cybersecurity and privacy group of another international law firm. She is also the founder of CYREIN, a pro bono consulting service founded to address the rise of cyberstalking and cyber-harassment.During law school, Whitney worked at the New York State Office of the Attorney General in the Public Integrity Bureau, which handles complex investigations into government corruption, fraud, and abuses of authority, and before law school she worked at the Center for American Progress as a member of its national security and international policy team.Whitney holds a J.D. from Columbia Law School, an LL.M. in international criminal law with a focus on cybercrime from the University of Amsterdam, where she was an Amsterdam Merit Scholar, and a B.A. in government from Harvard University. Whitney is proficient in French.