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MoFo Advises Unical Aviation in Sale to Platinum Equity

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Morrison & Foerster advised Unical Aviation Inc. and certain of the company’s affiliates (“Unical”), a leading provider of aircraft parts and components to the global commercial aerospace market, in its sale to Platinum Equity, a Los Angeles-based global

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Morrison & Foerster advised Unical Aviation Inc. and certain of the company’s affiliates (“Unical”), a leading provider of aircraft parts and components to the global commercial aerospace market, in its sale to Platinum Equity, a Los Angeles-based global investment firm with more than $25 billion of assets under management. Unical will operate as a standalone company in Platinum Equity’s portfolio.With more than 85 million parts and over 1.3 million unique airframe and engine part numbers in stock, Unical is one of the largest suppliers of new and used serviceable material for the global aerospace industry. The company sources, re-certifies and resells aircraft parts to commercial airlines, cargo operators, aircraft lessors, and aviation maintenance, repair and overhaul (MRO) businesses. Unical is vertically integrated with its repair stations, providing a competitive advantage with quick to market service. Unical will benefit from Platinum Equity’s substantial experience investing in supply chain and logistics businesses.The MoFo team advising Unical was led by Palo Alto corporate partner Mike Krigbaum, together with Palo Alto corporate associate Jim Ryan, Los Angeles senior finance of counsel Kathy Johnstone, and Los Angeles real estate partner Thomas Fileti.Read more about the transaction in Platinum Equity’s <a target="_blank" href="https://www.platinumequity.com/platinum-equity-completes-acquisition-of-unical-av">press release</a>.

MoFo Advises Unical Aviation in Sale to Platinum Equity

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Mike focuses on mergers and acquisitions, including private and public acquisitions of technology and life sciences companies on both the buy-side and target-side, and venture capital transactions, as well as on emerging company counseling.For his M&A clients, Mike advises on domestic and cross-border deal structuring and mechanics relating to stock and asset purchases, mergers, divestitures, tender offers, joint ventures, spin-offs and restructurings.Mike also represents a number of venture capital firms, corporate venture capital divisions and emerging companies, both in the technology and life science industries, with respect to venture capital transactions, negotiations and structuring, as well as general emerging company counseling.<h4>Representative Transactions</h4><h5>Mergers and Acquisitions</h5><ul><li>Vontier Corporation in its sale of Global Traffic Technologies, LLC, a US-based leading provider of intelligent traffic management systems and solutions, to Miovision, a Canada-based traffic optimization company.</li></ul><ul><li>Era Software, an observability and log management innovator, in connection with its sale to ServiceNow (NSYE: NOW), a leading digital workflow company.</li><li>Southwest Gas Holdings, Inc. in connection with its $2 billion acquisition of Questar Pipeline, consisting of Dominion Energy Questar Pipeline, LLC, its subsidiaries, and certain associated affiliates, including Overthrust Pipeline, White River Hub, and Questar Field Services from Dominion Energy, Inc.</li></ul><ul><li>Unical Aviation Inc. and certain of the company’s affiliates in its sale to Platinum Equity, a Los Angeles-based global investment firm with more than $25 billion of assets under management. </li><li>MobileIron, Inc. in its sale for approximately $900 million to Ivanti, Inc., a leading provider of enterprise-grade intelligent IT management and security software solutions.</li><li>McAfee in its acquisition of Skyhigh Networks, Inc., a worldwide leader in the cloud access security broker (CASB) market segment.</li><li>VMware, Inc. in its $1.54 billion acquisition of AirWatch, a mobile device management provider.</li><li>VMware, Inc. in its acquisition of Ananda Networks, a cloud-managed service that enables organizations to create their own private networks</li><li>VMware, Inc. in its acquisition of AetherPal, Inc., a market leader in mobile support.</li><li>VMware, Inc. in its acquisition of Avi Networks, developer of an application delivery platform designed to deliver multi-cloud application services.</li><li>VMware, Inc. in its acquisition of BitRock, Inc. (doing business as Bitnami), a leader in application packaging solutions.</li><li>VMware, Inc. in its acquisition of CloudCoreo, a next-generation cloud security service.</li><li>VMware, Inc. in its acquisition of CloudVelox, a designer of cloud automation and optimization software.</li><li>VMware, Inc. in its acquisition of Desktone, Inc., a Massachusetts-based company that pioneered Desktops as a Service (DaaS), delivering desktops and applications as a cloud service.</li><li>VMware, Inc. in its acquisition of <a rel="noopener" target="_blank" href="https://mode.net/">Mode.net</a>, developer of a cloud-based online performance platform intended to transform the cost and convenience of private fiber.</li><li>VMware, Inc. in its acquisition of network analytics software firm Nyansa.</li><li>VMware, Inc. in its acquisition of the Mountain View-based cloud networking startup VeloCloud™ Networks, Inc.</li><li>VMware, Inc. in its acquisition of Veriflow Systems, provider of network security systems designed to eliminate outages and vulnerabilities in the network.</li><li>VMware, Inc. in the sale of the rights to its VMware vCloud Government Service, a FedRAMP-compliant solution that was developed in partnership between QTS and VMware to deliver cloud services to the Federal sector, to QTS Realty Trust, an international provider of data center, managed hosting, and cloud services.</li><li>VMware, Inc. in its acquisition of Wavefront, a metrics monitoring service for cloud and modern application environments.</li><li>Walmart in its acquisition of assets of <a rel="noopener" target="_blank" href="https://art.com/">Art.com</a>, the world’s largest online retailer in the art and wall décor category.</li><li>Walmart in its acquisition of Bare Necessities, an online retailer of women’s bras, swimwear, shapewear and sleepwear.</li><li>Walmart in its acquisition of Eloquii, Inc., a retailer of women’s apparel specifically designed for women size 14 and up.</li><li>Walmart and its Global eCommerce division in a strategic alliance with <a rel="noopener" target="_blank" href="https://jd.com/">JD.com</a>, China’s largest e-commerce company by revenue, in a transaction that included Walmart’s acquisition of an equity stake in <a rel="noopener" target="_blank" href="https://jd.com/">JD.com</a> valued at approximately $1.5 billion.</li><li>Walmart in its acquisition of MeMD, Inc., a multi-specialty telehealth provider.</li><li>Vendorin, LLC, an integrated payment network and supplier engagement platform, in its $90 million sale to Corcentric, Inc., a leading provider of source-to-pay and order-to-cash software and services. </li><li>Mirantis, Inc. in its acquisition of the Docker Enterprise platform business from Docker, Inc.</li><li>McKesson Corporation, a leading international healthcare services and information technology company, in its acquisitions of Vantage Oncology, LLC, a leading national provider of radiation oncology, medical oncology and integrated cancer care, and Biologics, Inc., an oncology pharmacy services company. The combined value of the two transactions is $1.2 billion.</li><li>McKesson Corporation in its acquisition of LABSCO, a privately held, Kentucky-based distributor of diagnostic equipment for community hospital labs and private office labs.</li><li>McKesson Corporation in the $130 million sale of ZEE Medical to Cintas Corporation, the publicly traded uniform and first aid products company.</li><li>McKesson Corporation in the restructuring and divestiture of McKesson’s VITAL Platform to private equity firm Comvest Investment Partners.</li><li>Intel Corporation in its acquisition of the HTML5 developer tools business of appMobi, Inc., a Lancaster, PA, company that provides development tools and cloud-based services built on HTML5, CSS and Javascript.</li><li>Intel Corporation in its acquisition of Basis Science, Inc., a wearable fitness watch company.</li><li>Intel Corporation in its acquisition of Mashery, Inc. via a reverse triangular merger.</li><li>Intel Corporation in the acquisition of a Korean computer vision company.</li><li>Intel Corporation in the asset purchase of a digital media design company.</li><li>Santen Pharmaceutical in its acquisition of InnFocus, a development stage medical device company.</li><li>RNTS Media N.V. in its acquisition of Heyzap, Inc., a mobile advertising network company based in San Francisco.</li></ul><h5>Venture Capital</h5><ul><li>Walmart in a $500 million financing and strategic alliance with New Dada, China's largest localized on-demand logistics and grocery O2O ecommerce platform.</li><li>Delivery Hero in connection with several venture capital investments.</li><li>Taiho Ventures (an investment arm of Taiho Pharmaceuticals) in its strategic investments in multiple startup companies.</li><li>Astellas Venture Management (an investment arm of Astellas Pharma) in multiple venture capital investments, including both early- and late-stage investments.</li><li>Santen Pharmaceutical in multiple venture capital investments, including both early- and late-stage investments.</li><li>Spectrum28 (an early-stage investment fund) in multiple seed investments.</li><li>Longitude Capital in multiple venture capital investments, including both early- and late-stage investments, as well as cross-border investments.</li><li>New Enterprise Associates and Oak Investment Partners as sellers and continuing shareholders in a strategic alliance between their portfolio company Lianlian Group, a China-based mobile services company, and American Express.</li><li>Snaplogic, a cloud and data integration company, in its Series A, Series B and Series C financing rounds.</li><li>DNAnexus, a provider of cloud-based genome informatics and data management, in its incorporation and Series A and Series B financing rounds.</li><li>Sight Sciences, an ophthalmic medical device company, in its Series A and Series B financing rounds.</li><li>Sugarfina, Inc., a luxury candy brand that now operates over 30 boutiques and Nordstrom shop-in-shops across North America, in its Series B Preferred Stock financing.</li></ul>

Mike Krigbaum

Partner

Jim Ryan is a partner in Morrison Foerster's Transactions Department. His practice focuses on domestic and cross-border corporate and securities matters, including venture capital and private equity financings, mergers and acquisitions, securities compliance, and corporate governance.Jim represents entrepreneurs, startups and emerging companies as outside general counsel, venture capital and private equity investors, and financial and strategic acquirers across the technology, media, telecommunications, and life sciences industries. His clients operate in a variety of sectors including machine learning and artificial intelligence, robotics, autonomous vehicles, cybersecurity, data analytics, fintech, e-commerce, gaming, life sciences, and medical devices.Jim earned his J.D. from the Santa Clara University School of Law, where he was a comments editor for the Santa Clara Law Review and was published on the topic of cloud computing regulation. He received his B.A. in Economics with a minor in Information Systems and Technology Management from the University of California, Santa Cruz.

Jim Ryan

Tom Fileti is the co-chair of the firm’s U.S. Real Estate Group. He represents a broad spectrum of clients in connection with investments in, and the financing, development, operation, and disposition of, real estate assets in California and throughout the United States. He has a track record of representing clients with substantial and complex transactions. In the recent words of clients, Tom is “one of the smartest and most thoughtful attorneys in the market today,” (Legal 500 US) and is “exceptionally thorough, deliberate, careful and thoughtful,” “fantastic at thorny transactions,” and a “strategic thinker” who “sees the implications of [client] decisions miles down the road and advises [clients] accordingly.” (Chambers USA)Tom’s practice emphasizes transactions involving REITs; acquisition and disposition of real estate assets, loans, and portfolios; real estate finance transactions and credit facilities of all types; matters involving the financing, acquisition, operation, and disposition of hotels and resorts; real estate joint ventures and other equity investments involving development projects, acquisitions, and portfolios; credit lease and master lease transactions involving corporate real estate assets and real estate aspects of mergers and acquisitions involving companies with deep real estate footprints; and workouts, restructurings, exercise of remedies and dispositions with respect to problem loans, troubled joint ventures, and other problem real estate investments. His practice involves all property types, including office, residential (multi-family, subdivisions, and condominiums), retail, hospitality, mixed-use, industrial, and land development projects. Tom regularly represents financial institutions and other clients in connection with syndicated credit facilities; A/B notes and participation arrangements; mezzanine financing; and intercreditor and co-lender arrangements related to the financing of major real estate projects.Tom’s REIT practice includes such matters as representing REITs and contributors in connection with tax deferred roll-up transactions involving the receipt of common and custom-tailored preferred operating partnership units; representing clients selling projects to REITs in taxable transactions involving cash consideration or REIT securities; representing lenders providing financing to REITs for working capital and acquisition or development lines (including credit facilities in connection with REIT IPOs); and representing REITs or their counterparties in connection with joint ventures, purchase and sale transactions involving individual projects and portfolios, development projects, credit facilities, mortgage and mezzanine loan investments, and other matters.Tom is a member of the American College of Real Estate Lawyers and of the National Association of Real Estate Investment Trusts.<h4>Representative Experience</h4><ul><li>Represented Equity Residential in connection with its joint acquisition, with AvalonBay, of the assets of Archstone from Lehman Brothers, involving a valuation (including assumed indebtedness) in excess of $16 billion.</li><li>Represented UDR, Inc. in connection with a series of joint venture transactions with Metropolitan Life Insurance Company, relating to the acquisition or development of multi-family assets in California, New York, Texas, and other locations valued in excess of $2 billion.</li><li>Represented UDR, Inc. in connection with an agreement by Home Properties, L.P. to contribute apartment projects in the Washington, D.C., metropolitan area valued in excess of $900 million, in exchange for cash, assumption of debt, and limited partner interests in a “down-REIT” partnership that UDR formed and to which UDR contributed additional real estate projects having a value in excess of approximately $1.2 billion. This contribution transaction was part of an overall transaction among UDR, entities controlled by Lone Star Funds, Home Properties, L.P., and its general partner Home Properties, Inc., valued at approximately $7.6 billion, including associated property management and development management agreements.</li><li>Represented the general partner of 16 different real estate partnerships in connection with the contribution by that partner to a REIT’s operating partnership of its partnership interests in the partnerships, concurrently with the tender offer by the REIT for the partnership interests owned by all limited partners, in a transaction involving apartment projects valued at approximately $400 million.</li><li>Represented seller in connection with the sale of four Luxury Collection hotels to Starwood Lodging Trust for $350 million. Consideration for the transaction consisted in part of cash and in part of stock in Starwood Lodging Trust.</li><li>Represented Genentech, Inc. in connection with various lease financing transactions aggregating over $1.38 billion for the acquisition or construction of office buildings, pilot plants, and other manufacturing facilities. These transactions included a $520 million lease financing, the primary source of funding for which was a “single issuer” commercial paper program that was secured by condominium units created through the vertical subdivision of Genentech’s Vacaville, California, manufacturing campus.</li><li>Represented Boyd Gaming Corporation in connection with the real estate aspects of its acquisition of four Pinnacle Entertainment, Inc. casinos/resorts for cash consideration of approximately $575 million in conjunction with Penn National Gaming, Inc.’s $2.8 billion acquisition of the balance of Pinnacle Entertainment, Inc.’s assets. This representation included the negotiation on behalf of Boyd Gaming Corporation, as lessee, of master lease agreements with real estate investment trust Gaming and Leisure Properties, Inc. (GLPI) related to the land and real estate facilities associated with the casinos. </li><li>Represented luxury hotel developer Pontiac Land Group in connection with negotiation of joint venture and air rights lease with the Mayo Clinic for development of a luxury hotel on top of the premier building in the heart of Mayo Clinic’s Rochester, Minnesota, campus.</li><li>Represented a large asset management company in connection with the $144 million acquisition of a multifamily residential project and commercial project, each structured as separate condominium units within a mixed-use complex, in Bethesda, Maryland.</li><li>Represented a subsidiary of Mori Trust Co. Ltd. in connection with the $535 million sale of HQ@First, a three-building office park in San Jose, California, wholly leased to Micron Technologies, to a subsidiary of the KKR Real Estate Select Trust fund. Upon closing, this was the Bay Area’s largest office transaction in 2021. Our firm also represented Mori Trust Co. Ltd. in connection with its acquisition of this property in 2019, which was also the largest real estate transaction that year in Silicon Valley.</li><li>Represented borrowers affiliated with GLP Pte. Ltd. in connection with several CMBS financing transactions (consisting of mortgage, senior mezzanine, and junior mezzanine financing tranches) aggregating in excess of $2.85 billion and secured by a total of 271 industrial and logistics properties located throughout the United States that were acquired from Industrial Income Trust through a merger transaction valued at $4.55 billion.</li><li>Represented Wells Fargo Bank as arranger and administrative agent in connection with $580 million in syndicated acquisition financing to a joint venture among affiliates of Douglas Emmett, Inc., Qatar Investment Authority, and Korea's National Pension Service in connection with the joint venture’s acquisition of a portfolio of office projects in the Westwood district of Los Angeles from affiliates of the Blackstone Group for $1.34 billion. Our firm also represented Wells Fargo in the $625 million refinancing of this loan in 2021.</li><li>Represented administrative agent, arrangers, and lenders in connection with revolving line of credit and term loan facility aggregating $750 million provided to Four Corners Operating Partnership, LP, the operating partnership of Four Corners Property Trust, in connection with its IPO and the spinoff and leaseback of real estate assets (consisting of 424 restaurant locations) by Darden Restaurants, Inc.</li><li>Represented administrative agent, arrangers, and lenders in connection with revolving line of credit and term loan facility aggregating $380 million provided to Prime US REIT, a real estate investment trust organized under Singapore law and listed on the Singapore stock exchange, in connection with its IPO, secured by a pledge of ownership interests in subsidiaries that own office buildings located in major metropolitan areas of the United States and in connection with several exercises by the borrower of its accordion rights that increased the lenders’ commitments to $600 million.</li><li>Represented Hypothekenbank Frankfurt (formerly known as Eurohypo, A.G.) in connection with the disposition of portfolios of mortgage loans, mezzanine loans, and participation interests in mortgage and mezzanine loans, in separate transactions to Wells Fargo Bank, to a real estate opportunity fund sponsored by Blackstone, to a major money center bank, and to SunTrust Bank (now, Truist Bank). The aggregate consideration in connection with these dispositions exceeded $1.7 billion.</li><li>Represented administrative agent for senior lenders in connection with default by borrower on a $180 million construction loan for construction of luxury hotel in Paradise Valley, Arizona, appointment of receiver, forbearance agreement, foreclosure, inter-lender disputes, disputes with hotel manager related to performance guaranty payments due under hotel management agreement, evaluation of issues associated with bankruptcy of mezzanine lender (Lehman Brothers), and ultimate disposition of the project.</li><li>Represented co-arrangers and agents of senior construction loan for a $700+ million mixed‑use project in Flushing, Queens, in connection with structuring and documentation of solutions dealing with default by borrower; in connection with failure of mezzanine lender to fund its share of advances at the height of the financial crisis in 2009; in connection with litigation commenced by mezzanine lender against the administrative agent; in connection with litigation commenced by one of the senior lenders against the administrative agent; and in connection with several restructurings of the loan, sales of loan positions by lenders, and ultimate payment in full of the loan.</li></ul>

Thomas R. Fileti

Mergers + Acquisitions