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MoFo Advises Virgo and NOW in Series of Fintech Financings

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Morrison & Foerster represented Virgo Investment Group, a Bay Area based private equity firm, and its portfolio company NOWaccount Network Corporation, in obtaining new debt and equity financing from affiliates of Brigade Capital Management, LP. The transaction closed on August 27, 2021.

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Morrison & Foerster represented Virgo Investment Group, a Bay Area based private equity firm, and its portfolio company NOWaccount Network Corporation, in obtaining new debt and equity financing from affiliates of Brigade Capital Management, LP. The transaction closed on August 27, 2021.Established in 2010 by Stacey Abrams and Lara Hodgson, NOW is a provider of a B2B payment system designed to help small businesses to manage their payment transactions. Its invoice payment solution platform empowers NOW’s clients to grow by enabling small businesses to accelerate cash flow and revenue opportunities. The recent financing transaction was used to refinance the company’s existing municipal bond facility, and will help scale the purchase of future invoices from NOW’s clients and fuel the growth of NOW’s portfolio.The MoFo team advising Virgo and NOW on the debt financing transaction was led by San Francisco private equity/finance of counsel Eric Min, together with of counsel Vincent Novak, Denver finance associate Nicholas De La Cruz, and San Francisco finance associate Julie Rose. The wider team included San Francisco private equity/finance partner Dario Avram, New York finance partners Peter Dopsch and Geoffrey Peck, New York tax partner Anthony Carbone and associate David Sturgeon, Denver investment management of counsel Kelley Howes, New York financial services partner Jiang Liu, and San Francisco technology transactions partner Paul Jahn and associate Alex Siegel.The MoFo team advising Virgo and NOW on the equity financing transaction was led by San Francisco corporate partner Alfredo Silva, with assistance from associate Harry Stanwyck.

MoFo Advises Virgo and NOW in Series of Fintech Financings

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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

Partner

Vincent Novak devotes his practice to advising clients in complex financing transactions across a variety of industries and is skilled at finding creative, bespoke solutions to unique challenges that clients face. He represents public and private companies, private equity sponsors, venture-backed companies, financial institutions, renewable energy investors, social enterprise and impact investors and emerging and multinational companies in connection with domestic and cross-border financial transactions.  He assists clients in both secured and unsecured loans and revolving facilities, bilateral and syndicated lending, acquisition finance, asset and cash-flow based lending, letter of credit financing, equipment leasing, factoring arrangements, distressed lending and workouts, navigation of foreclosure proceedings and assignments for the benefit of creditors, and debtor-in-possession financing in bankruptcy proceedings.<h4>Representative Experience</h4><ul><li>Represented a surgical robotics technology company in obtaining a $100 million senior secured working capital credit facility.</li><li>Represented a biotargeting oncology company in connection with a $60 million multitranche senior secured credit facility.</li><li>Represented a producer of internet-connected industrial sensors in obtaining a $50 million senior secured revolving credit facility.</li><li>Represented an investment management firm in obtaining a $1.245 billion secured credit facility to fund the acquisition of 1.55 million acres of timberland throughout the United States.</li><li>Represented a private equity fund in the development of more than 10,000 MW of wind and solar power facilities in the United States through royalty-generating joint venture arrangements.</li><li>Represented a pharmaceutical company in connection with a $600 million drug co-development arrangement secured by substantially all the assets of the venture partner.</li><li>Represented Alpine Investors and its portfolio company Evergreen Services Group in financing a number of acquisitions of portfolio companies. </li><li>Represented Gryphon Investors in financing its acquisition of RegEd, Inc., the leading provider of compliance and regulatory management services for insurance companies, broker-dealers, banks, and other financial services companies.</li><li>Represented Spark Networks in financing its acquisition of a portfolio of online dating companies in North America and Europe.</li><li>Represented Real Industry, Inc. and affiliates as debtor’s counsel in their chapter 11 bankruptcy cases in connection with a $255 million senior secured debtor-in-possession revolving credit facility and an $85 million secured debtor-in-possession note purchase agreement.</li><li>Represented Maxus Energy Corporation and affiliates as debtor’s counsel in their chapter 11 bankruptcy cases in connection with a $63 million senior secured debtor-in-possession credit facility. </li><li>Represented Sungevity, Inc. and affiliates as debtors in their chapter 11 bankruptcy cases in connection with a $20 million secured debtor-in-possession credit facility. Sungevity and its affiliated debtors are engaged primarily in the business of providing design, installation, financing and maintenance services for residential solar energy systems.</li><li>Represented Nikon Corporation, Intel Corporation and numerous other technology companies in the chapter 11 bankruptcy case of Eastman Kodak Company to protect their intellectual property rights in the sale of Kodak’s patent portfolio.</li><li>Represented AmericanWest Bancorporation in its chapter 11 case in the first use of a bankruptcy sale process designed to save an undercapitalized bank from liquidation by the FDIC. Turnaround Management Association recognized this as a Transaction of the Year, and the Financial Times featured the transaction in its report on the Most Innovative U.S. Law Firms.</li><li>Represented the chapter 11 trustee for MF Global Holdings Ltd. in its bankruptcy in the largest chapter 11 case of 2011, assisting the company to help settle more than $3 billion of claims against affiliates, and eliminating a $1.6 billion shortfall in customer accounts.</li><li>Represented CoinLab, Inc., the largest creditor in the U.S. and Japanese bankruptcy cases of MtGox Co., Ltd., the then-largest Bitcoin exchange in the world.</li><li>Represented affiliates of Trilogy, Inc. in connection with a debtor-in-possession loan and global IP licensing dispute in the dueling bankruptcy estates of software company Think3, Inc. in U.S. and Italy. </li><li>Represented technology company Electroglas, Inc. as debtor’s counsel in the successful sale of business and liquidation of foreign operations in France, Germany, Taiwan, China, Singapore and other jurisdictions in cross-border insolvency proceedings.</li><li>Successfully defended the former CEO of Atari Inc. from $20 million fraudulent transfer claim by aggressive Chapter 7 trustee, resulting in complete victory in the Ninth Circuit Court of Appeals.</li><li>Represented Official Committee of Unsecured Creditors of homebuilder Dunmore Homes, Inc.</li></ul>

Vincent J. Novak

Of Counsel

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

Peter Dopsch is senior counsel in the Finance Group in the firm’s New York office. His practice focuses on banking and asset and infrastructure finance transactions. He assists lenders and borrowers in structuring, negotiating, and documenting complex credit transactions.Mr. Dopsch has represented banks and other institutional lenders, as well as borrowers, in a wide variety of secured and unsecured financing transactions, including syndicated loans, asset-based lending transactions, structured trade and commodity finance transactions, project and infrastructure finance transactions, equipment leases, commercial paper programs, and standby and trade letters of credit. These have included both domestic and cross-border matters. Mr. Dopsch also has substantial experience in acquisition finance transactions involving both public and private companies. He regularly advises clients on insolvency matters, and has represented lenders and borrowers in complex loan workouts and restructurings and in foreclosure proceedings under the Uniform Commercial Code.In addition, Mr. Dopsch has represented parties in structured finance transactions, including the sale of receivables and other financial assets. He also has experience in derivative transactions, including both credit and equity derivatives.Mr. Dopsch is the chair of Morrison & Foerster’s Opinion Committee.Mr. Dopsch received his J.D. from Boston University School of Law where he was a G. Joseph Tauro Scholar and Articles Editor of the American Journal of Law and Medicine.

Peter Dopsch

Senior Counsel

Geoff has extensive experience in representing investment banks, private debt funds, hedge funds, business development companies, asset managers, specialty finance companies, borrowers, and issuers in large-cap, middle-market, and mezzanine financings and restructurings.Geoff works with clients on domestic and international financing matters, particularly cross-border transactions, including:<ul><li>Acquisition financings</li><li>Asset-based financings</li><li>Bridge financings</li><li>First/second liens financings</li><li>Hybrid debt/equity financings</li><li>Preferred equity financings</li><li>Private placements</li><li>Project and infrastructure financings</li><li>Trade financings</li><li>Subordinated financings</li><li>Subscription-backed financings</li><li>Unitranche financings</li><li>Warehouse financings</li></ul>Geoff also regularly represents creditor committees, ad-hoc committees, creditors, and debtors in connection with insolvency matters, including complex workouts and restructurings, DIP financings, exit financings, secondary trading of debt and equity, and analysis of special situations trading opportunities.Clients regularly retain Geoff to develop new products and form documents.Geoff maintains an active pro bono practice and is the president of the board of trustees of GAIA, a non-profit organization providing health services in sub-Saharan Africa. He is also an active speaker and regularly writes on finance trends and issues.Before joining Morrison Foerster, Geoff worked at a global investment bank, where he provided legal advice and transaction management services to the bank’s proprietary and special situations investment groups, which included par and distressed trading groups.<h4>Representative Experience</h4><ul><li>Represented Alter Domus (f/k/a Cortland Capital Market Services) as loan agent related to the refinancing and amendment and extension of certain loan facilities of borrower Moran Foods, LLC (also known as Save A Lot). The refinancing includes a new $200 million asset-based lending credit facility and an extended maturity with respect to approximately $377 million of existing first and second lien loans.</li><li>Represented ResCap in its $1.45 billion DIP financing, a hybrid leveraged loan and securitization. International Financing Review named the transaction a 2013 restructuring of the year.</li><li>Represented the lead arranger and commercial lenders in $847 million of financings extended to Ecopetrol, the Colombian petroleum company. The loans were guaranteed by an export credit agency. Trade Finance magazine recognized the transaction as a 2013 deal of the year.</li><li>Represented Cerro de Aguila in its $595 million financing of a 525 MW hydroelectric power plant in Peru. Project Finance magazine recognized the transaction as a 2013 Latin American power deal of the year.</li><li>Represented the lead arrangers in connection with a $3.250 billion syndicated loan financing extended to finance the corporate reorganization of a global real estate company.</li><li>Represented the lead arrangers in connection with $785 million of trade financings extended to a Brazilian exporter.</li><li>Represented the lead arrangers in connection with a $357.5 million first/second lien bankruptcy exit financing extended to Rotech Healthcare.</li><li>Represented the lead arrangers in connection with a $160 million mezzanine financing extended to a Caribbean and Latin American telecommunications and media company.</li><li>Represented the lead arranger in connection with a $150 million subscription-backed financing extended to a global infrastructure fund.</li><li>Represented a business development company in connection with a $125 million syndicated debt capital raise.</li><li>Represented the administrative agent and lender in connection with a $116 million first/second lien financing extended to a chain of residential behavioral and addiction health treatment centers.</li><li>Represented the lead arrangers in connection with $24 million and £24 million of unitranche acquisition financings extended to affiliated U.S. and UK technologies companies.</li><li>Represented an infrastructure private equity fund in financing the acquisition of a 97 MW wind farm located in the Pacific Northwest.</li><li>Represented the lead arrangers in connection with an out-of-court restructuring of loans extended to a large chain of Mexican retail stores.</li><li>Represented Circuit of the Americas in connection with a syndicated loan and mezzanine financing used to construct a motor sports and multi-purpose entertainment venue in Austin, Texas, which hosts, among other events, the Formula 1 United States Grand Prix.</li></ul>

Geoffrey R. Peck

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

David Sturgeon is a partner in Morrison Foerster’s Federal Tax practice.Dave advises clients on a broad range of complex business transactions, including domestic and cross-border mergers and acquisitions, joint ventures, spin-offs and other divestitures, as well as financings, refinancings, restructurings and other business transactions.He earned his J.D. from the University of Chicago Law School, where he was a member of the Chicago Journal of International Law, and received his Master of Laws in taxation from New York University School of Law.Prior to joining Morrison Foerster, Dave was an associate at a law firm in New York, where he represented public companies, financial institutions, private equity clients and other sponsor entities across industries in an extensive range of business transactions.

Dave Sturgeon

Kelley Howes is a Partner in the firm's 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, offshore funds, 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. She has also advised public companies with regard to corporate governance and various corporate transactional matters, including mergers and acquisitions, subsidiary ownership issues, and equity and debt issuances.She has more than 20 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 and is also recognized by Legal 500 for Finance: Fintech. She was named “Top Lawyer" for Securities in the 2022 guide of 5280, Colorado's largest local publication.During her time at Suffolk University School of Law, Kelley was a member of the Suffolk Transnational Law Review.

Kelley Howes

Co-chair of Investment Management Group

Jiang Liu is a partner in Morrison & Foerster’s Financial Services Practice in the firm’s New York office. Mr. Liu’s practice spans a broad range of bank regulatory work, and he has significant experience representing foreign and U.S. financial institutions.Jiang has deep knowledge of the regulations applicable to U.S. and global financial institutions. He regularly provides advice in connection with the Bank Holding Company Act, the Volcker Rule, broker-dealer activities, CFIUS regulations, state money transmission services regulations, enhanced prudential standards, affiliate transactions, supervisory and enforcement matters involving financial institutions and U.S. bank and non-bank acquisitions, among other things. Jiang has also represented numerous international financial institutions on the establishment of branches and representative offices in the United States. He has a substantial practice representing global financial institutions, especially those in China, related to their U.S. activities.Prior to joining Morrison & Foerster, Jiang worked at a leading international law firm in their Hong Kong and New York offices.<h4>Representative Transactions</h4><ul><li></li><li>Bank of the Orient in connection with the sale of its Hawaii branch to Royal Business Bank (2022)</li><li>CITIC Group Corporation on bank regulatory matters in connection with its strategic investment in China Huarong Asset Management Co., Ltd. as part of China Huarong’s RMB 42 billion capital increase (2021)</li><li>FinSight Ventures in connection with its investment in Hulett Bancorp (100% owner of Summit National Bank), a bank holding company organized under the laws of the State of Wyoming (2021)</li><li>MLC, the wealth management division of National Australia Bank, in connection with the sale of MLC by National Australia Bank to IOOF Holdings Ltd (2021)</li><li>GIC Private Ltd. in connection with the divestment of its investment in dianrong.com (2020)</li><li>Global Energy Interconnection Research Institute North America, a wholly owned subsidiary of State Grid Corporation of China, on U.S. regulatory matters (2020)</li><li>CITIC Metal Co., Limited on bank regulatory matters in connection with its C$612 million ($453.77 million) investment in Ivanhoe Mines Ltd (2019)</li><li>China Merchants Bank in connection with its investment in Asia Investment Fund (2018)</li><li>SoftBank in connection with its $3.3 billion acquisition of Fortress Investment Group (2017)</li><li>CCB International Overseas Limited on bank regulatory matters in connection with its investment in a New York real estate project (2017)</li><li>ABC International Holdings Limited on bank regulatory matters in connection with its $100 million investment in an agricultural investment fund (2017)</li><li>China Merchants Group Limited (“CMG”) in obtaining an approval from the Federal Reserve Board for CMG to engage de novo in extending credit and servicing loans and the leasing of personal property through a subsidiary in the United States (2017)</li><li>China Merchants Bank on its investment in a $900 million FinTech fund (2017)</li><li>SoftBank on bank regulatory matters in connection with its acquisition of Fortress Investment Group LLC (2017)</li><li>China Merchants Bank on its fiduciary powers application (2016)</li><li>A PRC P2P company on its investment in Old Dominion National Bank (2016)</li></ul>

刘江律师是美富律师事务所纽约办公室金融服务业务部的合伙人。刘律师为各类银行合规业务提供法律意见，并且在代表美国及国外金融机构方面具备丰富的经验。刘律师对适用于美国和全球金融机构的规定有深刻的了解。他经常就《银行控股公司法》、《沃尔克规则》、经纪商活动、美国外国投资委员会（CFIUS）规定、美国各州货币传输服务规定、强化审慎标准、关联交易、涉及金融机构的监督和执法事宜以及美国银行和非银行收购等方面提供咨询。刘律师还代表众多国际金融机构在美国设立分支机构和代表机构。他代表全球金融机构，尤其是代表中国金融机构处理大量涉及美国的事宜。在加入美富之前，刘律师曾在某领先的国际律所的香港和纽约办事处工作。<h4>具有代表性的交易 </h4><ul><li>协助美国建东银行（Bank of the Orient）处理将其夏威夷分行出售给美国皇佳商业银行（Royal Business Bank）事宜（2022年） </li><li>协助中国中信集团有限公司处理与其对中国华融资产管理股份有限公司进行战略投资有关的银行监管事宜。该项投资系中国华融420亿元人民币增资的一部分（2021） </li><li>协助FinSight Ventures处理其对Hulett Bancorp（Summit National Bank的100%所有者）投资事宜。Hulett Bancorp是一家根据美国怀俄明州法律组建的银行控股公司（2021年） </li><li>协助澳大利亚国民银行（National Australia Bank）的财富管理部门MLC处理该银行向IOOF控股有限公司（IOOF Holdings Ltd）出售MLC事宜（2021年） </li><li>协助新加坡GIC Private Ltd.处理其对点融网撤资事宜（2020年） </li><li>协助中国国家电网有限公司的全资子公司全球能源互联网美国研究院处理美国监管事宜（2020年） </li><li>协助中信金属股份有限公司处理与其对加拿大艾芬豪矿业有限公司6.12亿加元（4.5377亿美元）投资有关的银行监管事宜（2019年） </li><li>代表招商银行处理其对亚洲投资基金的投资。（2018） </li><li>代表软银处理涉及其以33亿美元收购Fortress Investment Group。(2017) </li><li>代表建银国际海外有限公司处理涉及其对某纽约房地产项目进行投资的银行监管事宜。(2017) </li><li>代表农银国际控股有限公司处理涉及其对某农业投资基金进行1亿美元投资的银行监管事宜。（2017） </li><li>代表招商局集团有限公司获得美联储批准，通过子公司在美国从事贷款以及租赁业务。(2017) </li><li>代表招商银行处理其对一个金融技术基金进行9亿美元的投资。(2017) </li><li>代表软银处理涉及其收购Fortress Investment Group LLC交易的银行监管事宜。(2017) </li><li>代表招商银行处理其私人银行牌照的申请。(2016) </li><li>代表一家中国的P2P公司处理其拟向美国Old Dominion National Bank进行投资的相关事宜。(2016) </li></ul>

Jiang Liu

Alfredo Silva is a partner in the Transactions Department, co-chair of the firm's Social Enterprise and Impact Investing Group, and a member of the ESG Strategy Committee. Alfredo represents companies and investors in a broad range of corporate and securities law matters, with a focus on businesses in the life sciences, agtech and fintech sectors. Alfredo’s practice includes capital markets transactions, venture capital, growth equity and corporate venture financings, tender offers and other secondary offerings, digital token matters, and mergers and acquisitions. Alfredo also helps clients leverage environmental, social and governance (ESG) factors to evaluate risk and opportunities and to invest responsibly in businesses seeking sustainable growth and impact.In his private company practice, Alfredo has served as company or investor counsel in early- and late-stage financings, minority strategic investments and impact investments in dozens of private companies, including representation of SoftBank and SoftBank Vision Fund in financings with a combined value of over $2 billion, Temasek in its $800 million minority investment in Verily Life Sciences, an Alphabet company, and Visa Ventures in strategic fintech investments around the world.In his public company practice, Alfredo counsels issuers on strategic transactions, such as the stock-for-stock merger of Marrone Bio Innovations, Inc. with Bioceres Crop Solutions Corp, as well as corporate governance and compliance with the U.S. federal securities laws and stock exchange listing standards, including advising on cutting-edge issues with respect to ESG disclosures and materiality assessments.In addition, Alfredo works extensively with nonprofit organizations, providing advice on fiduciary issues, entity formation, structuring and other corporate matters, and assists small businesses pro bono. He incorporated and continues to advise Illuminate, the nonprofit producer of The Bay Lights, a 25,000 LED sculpture on the western span of the San Francisco-Oakland Bay Bridge, in structuring, corporate governance, and project management matters. Alfredo currently chairs the audit committees of the boards of directors of Eat. Learn. Play. Foundation, a charity founded by four-time NBA champion Stephen Curry and The New York Times bestselling author Ayesha Curry to unleash the potential of every child, and Berkeley Repertory Theatre, an international leader in innovative theater whose shows have won eight Tony Awards, nine Obie Awards and a Pulitzer Prize, among many other honors.Alfredo is recognized by The Recorder as a 2013 Lawyer on the Fast Track, in 2014 was the inaugural recipient of the firm’s Kathi Pugh Award for Pro Bono Service, is a 2017 Lawyers Committee for Legal Diversity Fellow, and was the recipient of the American Bar Association’s 2023 National Public Service Award. Alfredo received his B.S. degree, cum laude with distinction, in Engineering Sciences (Chemical) from Yale College in 2004 and received his J.D. degree from Yale Law School in 2008. Alfredo speaks conversational Spanish and Mandarin Chinese, and spent a year at China’s Tsinghua University researching issues in intellectual property protection on a Fulbright Fellowship.