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MoFo Advises Boyd Gaming on Acquisition of Pala Interactive

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Morrison & Foerster is advising Boyd Gaming Corporation (NYSE: BYD) (“Boyd Gaming”), a leading operator of 28 gaming entertainment properties in 10 U.S. states, in connection with its wholly-owned subsidiary Boyd Interactive Gaming Inc.’s agreement to acquire Pala Interactive LLC and its subsidiaries for a total cash consideration of $170 million, subject to customary .



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Morrison & Foerster is advising Boyd Gaming Corporation (NYSE: BYD) (“Boyd Gaming”), a leading operator of 28 gaming entertainment properties in 10 U.S. states, in connection with its wholly-owned subsidiary Boyd Interactive Gaming Inc.’s agreement to acquire Pala Interactive LLC and its subsidiaries for a total cash consideration of $170 million, subject to customary approvals.Pala Interactive is an innovative online gaming technology company that provides proprietary real money and social gaming solutions on both a business-to-business (B2B) and business-to-consumer (B2C) basis in regulated markets across the United States and Canada. Pala Interactive’s technology includes its player account management system; casino; poker; and social casino and poker platforms The company currently provides B2B services in eight states across the U.S. as well as Canada, and operates B2C offerings in New Jersey and Canada.The transaction is expected to close by the first quarter of 2023, subject to customary closing conditions and regulatory approvals.The MoFo team advising Boyd Gaming is led by San Francisco corporate partner and global M&A co-chair Brandon C. Parris and corporate of counsel Jeffrey Washenko, together with Denver corporate associate David Rolla and San Francisco corporate associates Laura Nofal and Rina Kim, San Francisco tax of counsel Joy MacIntyre and New York associate Katherine Erbeznik, and San Francisco technology transactions partner Tessa Schwartz and associates Emmanuel Perez, Gilbert Choi, and Heather Whitney.Read more about the transaction in Boyd Gaming’s <a target="_blank" href="https://www.businesswire.com/news/home/20220328005748/en/Boyd-Gaming-to-Acquire-Pala-Interactive">press release</a>.

MoFo Advises Boyd Gaming on Acquisition of Pala Interactive

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Brandon Parris is a corporate partner and serves as co-chair of the firm's global Mergers & Acquisitions Group.Described as “an exceptional attorney with significant experience and knowledge” by a client in IFLR1000, Brandon Parris maintains an active corporate practice focused on strategic transactions, including complex public and private mergers, tender offers, acquisitions, divestitures, joint ventures and strategic investments.He represents U.S. and global clients, boards of directors, special committees, management teams and companies in a variety of industries, including technology, gaming, energy, media, consumer goods and services, life sciences, biotechnology, and financial services.Brandon also maintains a public company practice. He advises members of executive management, boards of directors, and special committees on strategic and corporate governance issues, and counsels numerous public companies on all aspects of public company issues.Brandon is regularly recognized as a leader in his field, including being named as a 2020 "Dealmaker of the Year" by The American Lawyer, a 2019 "M&A MVP" by Law360, and a 2019-2020 "Top 100 Leading Lawyer" by the Daily Journal. He has also been recognized by rankings publications including Chambers USA, IFLR100 and Legal 500, with a client describing him in Chambers USA as “excellent at identifying the critical issues within a transaction and methodically addressing and solving each one in order. He has a superior knowledge of what is 'market' on various terms and he uses this to solve problems.”Brandon formerly served as co-chair of Morrison Foerster’s Global Corporate Department of over 400 lawyers.

Brandon Parris

Global Co-Chair of M&A Practice

Jeffrey Washenko has extensive experience in U.S. and cross-border public and private mergers, acquisitions and divestments, joint ventures, financings, strategic investments and corporate partnering, particularly transactions involving China and Asia, for corporations and private equity groups.Jeffrey’s recent experience in mergers, acquisitions and divestitures includes representing:<ul><li>Texas Pacific Group in the sale of Advanced Interconnect Technologies Ltd., a semiconductor testing and assembly company, to Unisem (M) Berhad.</li><li>Baring Asia Private Equity in connection with its sale of Sky Auction Inc. and Resilience Corporation and acquisitions of Amsino Medical Group and VPEP Inc.</li><li>Steelhead Partners in its investments in Globalstar Inc., Level 3 Communications.</li><li>NTT Communications with the sale of Autoweb Inc. to Kinderhook Private Equity.</li><li>Verio Inc. in the acquisition of the SME-hosting business from NTTEO Gmbh.</li><li>Flash Electronics Inc., a leading EMS company, in its merger with Asteel, forming a $750 million annual revenue company.</li><li>Microsoft Corporation in connection with several share and asset acquisitions in the US and Europe.</li></ul>Additional significant transactions include:<ul><li>Moulin Global Eye Care Holdings, Ltd. in its $450 Million acquisition from T. H. Lee of Eye Care Centers of America, Inc., the second largest optical retail chain in the United States and Moulin Global Eye Care Holdings, Ltd. in its $800 million bid for NYSE listed Cole National Corporation.</li><li>Microcell, a leading original design manufacturer for GSM handset devices in its $200 million sale to NASDAQ listed Flextronics, Ltd.</li><li>First Republic Bank in its $177 million stock acquisition of NASDAQ listed BWC Financial Corp.</li><li>Advanced Interconnect Technologies, a global provider of semiconductor testing and assembly services based in Pleasanton, California, in its $250 million merger with several testing and assembly companies of Hana Microelectronics plc, a Thai publicly listed company and in its acquisitions of Multitech Design & Test, Inc. and Semiconductor Services L.C.</li><li>Amkor Technology in connection with its purchase of semiconductor testing assets of IBM in Singapore and China and entering into a long term supply contract for testing and assembly services.</li><li>KPN Mobile in the $602 million sale of its 22% stake in PT Telkomsel, the largest cellular operator in Indonesia, to Singapore Telecommunications.</li></ul>Jeffrey has been recognized by several legal and business organizations and publications including:<ul><li>Global Counsel 3000 - Recommended Lawyer for Private and Venture Capital.</li><li>Global Counsel 3000 - Recommended Lawyer for Corporate Transactions.</li><li>PLC Which Lawyer? – Recommended Lawyer for Private Equity and Cross-border Private Equity.</li></ul>

Jeffrey Washenko

Of Counsel

Tessa Schwartz has an active practice counseling companies on intellectual property issues, and negotiating complex intellectual property and commercial agreements. She advises on a range of strategic transactions, including key patent licenses and acquisitions, technology procurement agreements, and complex development, collaboration, joint-venture and distribution deals. Tessa also regularly advises companies on the IP aspects of their M&A transactions.In addition to maintaining an active practice and working with clients on a daily basis, Tessa currently serves as co-chair of the firm’s Transactions Department. Tessa is also founder and co-chair of the Artificial Intelligence Group.Tessa advises clients primarily in technology and data intensive sectors, representing artificial intelligence (AI), robotics, machine learning, software, SaaS, cloud computing, hardware, consumer electronics and products, social media, Internet, mobility and wireless, e-commerce, advertising, healthcare, fintech, transportation, semiconductor, and other companies. Tessa’s M&A experience includes advising Autodesk, BlackBerry, Fortive, Honeywell, Salesforce, Uber, Unilever, Unity, Walmart, and others on the IP aspects of strategic transactions. Tessa provides clients with prelitigation and litigation advice. She frequently advises executives and senior management on strategic business, legal and commercial issues, including the structuring of transactions, risk management and contract compliance. She also counsels clients with respect to a wide variety of IP issues, including patent exhaustion and implied licenses, standing and standards, the protection of data and other trade secrets and the development and distribution of open-source software.In addition to her transactional expertise, Tessa’s litigation background includes representing clients in arbitration, as well as in state and federal courts in such areas as antitrust, false advertising, unfair competition, breach of contract, securities, trademark, copyright and trade secret law. Her litigation experience includes complex, multidistrict and class action litigation, as well as appellate advocacy.Tessa has been ranked in Chambers and Legal 500, with clients describing her as, “one of the best attorneys I've ever worked with.” Tessa has been recognized by Chambers USA 2022 as being highly experienced in the field of technology and intellectual property transactions. Clients have commented on Tessa as having "...the ability to translate complex topics into what's necessary to get a deal done. She does a good job of making our technology accessible”. Further, Tessa "ticks all of the essential boxes, timely, efficient, knowledgeable and helpful, but she really stands out by taking time to learn our business and our products so she can give practical and actionable advice. Tessa helps us focus on key issues and balance risks to make choices."Tessa’s pro bono efforts have included work for The Biomimicry Institute, Goodwill, Common Sense Media, Business for Social Responsibility, The World Wildlife Fund, Build Change and the Sustainability Accounting Standards Board (SASB). She also provides IP advice to a variety of cultural, media and arts organizations; and other assistance for nonprofits. She recently received the Wiley W. Manuel Award for Pro Bono Legal Services from the State Bar of California.Tessa received her B.A. magna cum laude from Harvard College in 1991. In 1996, she earned her J.D. from the University of California at Los Angeles, where she was elected to the Order of the Coif.Tessa served as global managing partner of Morrison Foerster from 2016 to 2022 and previously served as co-chair of the firm’s Technology Transactions Group.

Tessa Schwartz

Partner

Mergers + Acquisitions