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MoFo Advises Unity in Merger with ironSource; Values ironSource at c.$4.4B

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Morrison Foerster advised Unity Software Inc. (NYSE: U) (“Unity”), the world’s leading platform for creating and operating interactive, real-time 3D (RT3D) content, in connection with the definitive agreement under which ironSource (NYSE: IS), a leading business platform that empowers mobile content creators to turn their apps into scalable, successful businesses, will merge into a wholly-owned subsidiary of Unity via an all-stock deal. The transaction values ironSource at approximately $4.4 billion.

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Morrison Foerster advised Unity Software Inc. (NYSE: U) (“Unity”), the world’s leading platform for creating and operating interactive, real-time 3D (RT3D) content, in connection with the definitive agreement under which ironSource (NYSE: IS), a leading business platform that empowers mobile content creators to turn their apps into scalable, successful businesses, will merge into a wholly-owned subsidiary of Unity via an all-stock deal. The transaction values ironSource at approximately $4.4 billion.The companies’ complementary offerings create a unique end-to-end platform that allows creators to create, publish, run, monetize, and grow live games and RT3D content seamlessly. The end-to-end platform synergy from the combination of the companies will enhance Unity’s offerings for creators of all sizes. Together with ironSource, Unity will transform and streamline how live games, RT3D apps and services are made by turning today’s linear creation and growth process into a deeply connected and interactive one. The deal will bring together the Unity game engine and editor, Unity Ads, and the rest of Unity Gaming Services (UGS) with ironSource’s best-in-class mediation and publishing platforms, giving developers a seamless and interoperable way to create, grow, and monetize their creations across their lifecycle.Morrison Foerster is also representing Unity in a $1 billion Private Investment in Public Equity (PIPE) investment by Silver Lake and Sequoia, the two largest Unity shareholders.The MoFo deal team advising Unity in the merger was led by corporate partners Eric McCrath, David Slotkin, and Joe Sulzbach and technology transactions partner Tessa Schwartz, together with corporate associates Vonnie Nam, Tyler Miller, JD Husband, and Mary Opolko, and technology transactions associates Rohan George, Monica Cai, Reid Knabe, and Emmanuel Perez.The wider team included tax partners Tony Carbone and David Sturgeon, benefits partner Amanda Hines Gold, privacy and data security partner Julie O’Neill, litigation partner Robert May, patent partner Jonathan Bockman, CFIUS partner Nick Spiliotes, antitrust partner Alexander Paul Okuliar, and FDI partner Marie-Claire Strawbridge.The MoFo deal team advising Unity in the PIPE investment was led by capital markets partners David Slotkin, Andrew Campbell, and John Hensley, and of counsel Emily Beers, together with associates Dylan Naughton, Victoria McGrath, Chris Rolle, and Thomas Webb.Read more in Unity’s <a href="https://www.businesswire.com/news/home/20220713005473/en/Unity-Announces-Merger-Agreement-with-ironSource">press release</a>.

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Eric T. McCrath is the Chair of Morrison Foerster.Eric has been a trusted advisor on hundreds of public and private M&A, private equity, and financing transactions over the course of his career. As part of his market-leading M&A practice, he counsels strategic acquirers and targets in a variety of industries, including technology (semiconductors, software, AR/VR, FinTech, AI), healthcare, consumer products, financial institutions, media, gaming, and transportation. He represents leading U.S. and global companies and regularly advises on complex cross–border transactions.Eric is regularly recognized by leading publications, including Legal 500 US and Chambers USA, with client sources describing him as “greatly skilled at advising on the most complex and high–profile M&A transactions,” and noting that he “combines strong technical skills and a flair for complexity with commercial awareness, pragmatism and sound judgment.”Eric joined Morrison Foerster as a partner in 2007. He has held multiple leadership roles at the firm prior to being elected chair in June 2022. He has been a member of Morrison Foerster’s Executive Committee since 2016, the Compensation Committee since 2019, has served as Global Co-Chair of the firm’s Corporate Department of over 400 lawyers since 2018, and has also held a number of practice leadership roles.A diverse lawyer of Asian heritage, Eric is also one of the longest-standing members of Morrison Foerster’s Diversity Strategy Committee, having served since 2010.

Eric McCrath

Chair

David P. Slotkin

Partner

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

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

Vonnie Nam is a corporate associate in the firm's New York office.Vonnie has experience in corporate and securities transactions, including mergers and acquisitions, securities offerings and general corporate governance matters. Before joining Morrison Foerster’s Transactions Department, Vonnie was a summer associate in the New York office.Vonnie earned her J.D. from the New York University School of Law, where she was a member of the Business Law Transactions Clinic. She holds a B.S. in Media, Culture, and Communications, cum laude, from New York University.<h4>Representative Experience</h4><ul><li>Honey Birdette, the fast-growing, luxury lingerie and lifestyle brand, and its sellers, in the USD333 million sale to PLBY Group, Inc. (Nasdaq: PLBY), a leading pleasure and leisure lifestyle company and owner of Playboy.</li></ul>

Vonnie Nam

Associate

Tyler Miller is a corporate associate in the firm's New York office.Tyler’s practice focuses on representing public and private companies in corporate transactions, securities regulation, and governance matters. Tyler advises on domestic and cross-border mergers and acquisitions and private equity transactions in various industries, including technology and life sciences. He also represents issuers and underwriters in connection with capital markets transactions, including initial public offerings, debt and equity offerings, and SPAC transactions.Prior to joining Morrison Foerster, Tyler was a summer associate in the firm’s New York and Tokyo offices during the summer of 2019.Tyler earned his J.D. at the University of Michigan Law School, where he was an associate editor for Michigan Business & Entrepreneurial Law Review. During that period, he also studied abroad at Amsterdam Law School in the Netherlands.<h4 dir="ltr">Representative Experience</h4><ul><li dir="ltr">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></ul><ul><li dir="ltr">Alexandria Real Estate Equities, Inc. in numerous public offerings of debt and equity, resulting in proceeds totaling over $6 billion.</li><li dir="ltr">Qatalyst Partners as financial advisor in multiple transactions, including (i) New Relic, Inc.’s $6.5 billion sale to Francisco Partners and TPG, (ii) Coupa Software Incorporated’s $8.0 billion sale to Thoma Bravo, (iii) Zendesk, Inc.’s $10.2 billion sale to an investor group led by Permira and Hellman & Friedman, and (iv) Anaplan, Inc.’s $10.7 billion sale to Thoma Bravo.</li><li dir="ltr">Infineon Technologies AG in the sale of its HiRel DC-DC converter business to Micross Components, Inc.</li><li dir="ltr">Unity Software Inc. in its all-stock $4.4 billion acquisition of ironSource and in its concurrent $1 billion PIPE investment by Silver Lake and Sequoia.</li><li dir="ltr">Endurance Acquisition Corp. in its $200 million initial public offering and subsequent $813 million business combination with SatixFy Communications, Ltd. (NASDAQ: SATX).</li><li dir="ltr">Vimian Group AB in its acquisition of the assets of New Generation Devices, Inc.</li><li dir="ltr">Antarctica Capital in multiple transactions, including its acquisition of a controlling interest in Descartes Labs.</li><li dir="ltr">Solomon Partners as financial advisor to Aries I Acquisition Corporation in its business combination with Infinite Assets, Inc.</li><li dir="ltr">Steadfast Apartment REIT, Inc. in its merger with and into Independence Realty Trust, Inc. (NYSE: IRT), with IRT surviving as the continuing public company.</li><li dir="ltr">Lyons Magnus in its acquisition of Phillips Syrups and Sauces.</li><li dir="ltr">Axalta Coating Systems in its acquisition of U-POL Holdings Limited for approximately $590 million.</li><li dir="ltr">BofA Securities, J.P. Morgan Securities, and Deutsche Bank Securities in the underwritten secondary offering of shares of BrightSpire Capital, Inc. (NYSE: BRSP) by a stockholder affiliated with DigitalBridge Group, Inc. (NYSE: DBRG).</li><li dir="ltr">Honey Birdette, the fast-growing, luxury lingerie and lifestyle brand, and its sellers, in its $333 million sale to PLBY Group, Inc. (NASDAQ: PLBY), a leading pleasure and leisure lifestyle company and owner of Playboy magazine.</li><li dir="ltr">Verisem BV and Paine Schwartz Partners in connection with the sale of Verisem to Syngenta’s vegetable seeds business, part of Syngenta Group.</li><li dir="ltr">Rakuten Medical in its $166 million Series D preferred stock financing.</li></ul>

Tyler Miller

JD Husband is a corporate associate in the New York office of Morrison Foerster.JD’s practice focuses on representing public and private companies in a variety of corporate transactions and securities matters. JD advises on domestic and cross-border mergers and acquisitions, private equity transactions, and venture capital investments in various industries. He also represents issuers and underwriters in connection with capital markets transactions, including initial public offerings, debt and equity offerings, and SPAC transactions.JD earned his law degree summa cum laude from the Temple University Beasley School of Law, where he graduated as valedictorian. He served as a Staff Editor for the Temple Law Review, and as a Judicial Extern for the Honorable Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery.

JD Husband

Rohan George is a corporate associate in the New York office of Morrison Foerster and a member of the firm’s Technology Transactions Group.Rohan advises on IP, information technology, privacy and cybersecurity issues arising in connection with licensing, development agreements, distribution and commercialization activities, joint ventures, and other services arrangements as well as general corporate transactions. He also advises public and private companies and private equity funds in connection with complex corporate transactions including mergers, acquisitions, joint ventures, investments, financing arrangements and securities offerings.Prior to joining the firm, Rohan was an associate at Cravath, Swaine & Moore LLP, where he advised on a broad range of corporate, intellectual property and technology transactions.Rohan earned his J.D. from Columbia Law School, where he was a Harlan Fiske Stone Scholar and served as the Staff Editor for the Columbia Science and Technology Law Review. Rohan holds an LL. B. from London School of Economics, where he received the Nicola Lacey Prize for the highest mark in Criminal Law Examinations.

Rohan E. George

Reid Knabe is an associate in the San Francisco office of Morrison Foerster and a member of the firm’s Technology Transactions Group.Reid’s practice is focused on transactions involving a broad range of intellectual property and technology, with a particular emphasis on patent licensing arrangements, software and SaaS licenses, and emergent technologies. He regularly works with clients in both the semiconductor and artificial intelligence industries. Reid also counsels clients on issues regarding open source software, blockchain applications, data licensing and distribution, sponsored research, e‑commerce marketplaces, and software development. Reid also advises companies and their financial sponsors regarding the intellectual property aspects of M&A transactions.Reid has experience drafting and negotiating various types of intellectual property licenses, complex patent cross licenses, patent settlement agreements, data licenses and distribution agreements, reseller agreements, and SaaS-related agreements. He maintains an active pro bono practice, assisting clients with general commercial matters as well as intellectual property matters.Before practicing law, Reid worked in various finance roles within Spotify’s content licensing, marketing, and ad sales departments. His practice is also informed by previous operational experience at both a seed‑stage startup and a large financial services institution. He draws on his business background to provide comprehensive advice to clients (both startup and at scale) based on their practical business needs.Reid received his A.B., cum laude, from Princeton University. He earned his J.D. from the University of California, Los Angeles, School of Law, where he was elected to the Order of the Coif and served as the Academic Co-Chair for the Intellectual Property Law Association.

Reid B. Knabe

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

Clients seek out Julie because of her practical advice on cutting-edge issues at the intersection of privacy and consumer protection laws. She provides clients with practical solutions to compliance challenges around a wide variety of both online and offline privacy issues, including tracking, interest-based advertising, geo-targeting and other mobile tracking, personalization, and cross-device tracking. Recognized in The Legal 500 US 2014, 2016, 2019, and 2020 and Chambers USA 2021 for her exceptional legal work, her clients praise her saying, “She is really good at giving practical, targeted advice and taking stock of what the risk profile of the client is, so that the advice is holistic.” (Chambers USA 2021).Julie provides clients with creative and practical advice on meeting the requirements of state and federal privacy laws, including the Federal Trade Commission Act (FTC), the California Consumer Privacy Act (CCPA), Children’s Online Privacy Protection Act (COPPA), and the Family Educational Rights and Privacy Act (FERPA). She crafts guidelines and compliance programs for clients’ collection, use, and disclosure of personal information in diverse contexts and throughout the life cycle of their initiatives, such as for connected products (the Internet of Things) and mobile services. She also drafts privacy and cookies policies, online service terms of use, agreements involving online and offline advertising and marketing practices, and agreements concerning a variety of data uses. In addition, Julie helps clients assess and manage privacy risks, including in connection with mergers, acquisitions, and other strategic transactions.Julie creates compliance programs for clients’ use of a wide variety of channels for communicating with and marketing to consumers, including email, telephone, text message, and fax, both in the United States and around the world. She works with clients to develop their social media strategies and to clear their social media content. She also reviews advertising in both traditional and new media for compliance with applicable laws, including Section 5 of the FTC Act and various FTC rules and guides. In addition, she works with clients to structure, market, and implement their sweepstakes, contests, and other promotions in compliance with applicable laws.As a former FTC staff attorney, Julie regularly defends companies in investigations by the FTC and before data protection authorities around the world.<h4>Representative Experience</h4><ul><li>A company that creates online software used by schools in an FTC investigation of alleged COPPA violations.</li><li>A consumer services company investigated by the Korean data protection authority for alleged privacy violations</li><li>A manufacturer in connection with a challenge of its environmental advertising claims by the FTC </li><li>An advertising services company in an investigation of alleged privacy-related violations of the FTC Act</li><li>An online provider of entertainment services in an FTC investigation of alleged COPPA violations</li><li>A beverage company in an FTC investigation of alleged COPPA violations</li></ul>Before attending law school, Julie was a Peace Corps volunteer in The Gambia, West Africa.

Julie O'Neill

Robert May is a partner in the firm’s Litigation Department. His practice focuses on M&A litigation, corporate governance disputes, and securities litigation. Robert has more than fifteen years of experience representing clients in a broad range of industries including technology, financial services, and pharmaceuticals.Robert’s experience includes defending actions challenging corporate transactions on behalf of both targets and acquirers, including litigating motions for preliminary injunctions seeking to delay or prevent stockholder votes. He has significant experience defending clients in stockholder class actions brought under the federal securities laws, and responding to regulatory and criminal investigations. Robert’s practice also focuses on breach of fiduciary duty claims, as well as counseling companies and their directors and officers in governance disputes. Robert has particular experience effectively managing multi-forum matters to limit exposure and cost to his clients and navigating insurance issues in matters covered by directors’ and officers’ liability insurance policies.Before joining Morrison Foerster, Robert worked for six years in the New York office of another international law firm where he represented a variety of financial institutions, pharmaceutical companies, technology companies, and other multinational corporations in securities litigation, antitrust litigation, and regulatory enforcement matters. Robert also worked for one year as a law clerk to the Honorable Robert P. Patterson Jr., U.S. District Judge for the Southern District of New York.Robert received his J.D. from Columbia Law School, where he was a Harlan Fiske Stone Scholar, a managing editor of the Columbia Journal of Law and Social Problems, and a recipient of the Jane Marks Murphy prize for achievement in clinical offerings. Robert earned his B.A., with honors and distinction, from the University of North Carolina at Chapel Hill.

Robert W. May

Jon Bockman is the head of the firm’s Technology Patent Practice. In this capacity, he leads the firm’s prominent group of patent practitioners with degrees in electrical engineering, mechanical engineering, computer science, computer engineering, chemical engineering, biomedical engineering and physics. His team handles work in all technology areas including medical devices, AI and machine learning, cybersecurity, computer hardware, advanced materials, and robotics. His practice concentrates on domestic and international patent prosecution, portfolio management, IP due diligence, patent infringement and validity determinations, and IP litigation support. His clients range from some of the largest domestic and international companies to early-stage startups.As lead patent prosecution counsel for several large and emerging companies, Jon has helped clients set up patent departments and committees for building and maintaining strategic patent portfolios. Clients note to IAM Patent 1000 that “[Jon] provides expert legal advice that is clear, understandable and tailored to the needs of the specific client. He is very responsive and is always available when you need him.”Jon has extensive experience helping clients navigate IP concerns including freedom-to-operate and potential litigation issues. Jon is also experienced with leading patent due diligence projects related to investments and mergers and acquisitions. He often leads investor-side and company-side patent due diligence reviews related to these transactions.Jon is a member of the firm’s Inter Partes Review and Post Grant Practice. In this capacity, he handles inter partes review and post-grant review proceedings that were introduced by the Leahy-Smith America Invents Act. He has also handled many disputes for clients in front of the U.S. Patent and Trademark Office (USPTO), including inter partes reexaminations, ex parte reexaminations, and derivation proceedings.Jon is recognized as an IP Star by Managing Intellectual Property and as a leading patent practitioner by IAM Patent 1000. He is also recommended by The Legal 500 US for patent prosecution. While earning his J.D., Jon was the associate editor of the University of Colorado Law Review.

Jonathan Bockman

Alex Okuliar is Co-Chair of Morrison Foerster’s Global Antitrust Law Practice Group. He is the former Deputy Assistant Attorney General for Civil Antitrust Enforcement at the U.S. Department of Justice and a former advisor at the Federal Trade Commission. His practice includes litigation, merger reviews, and government investigations.“The ‘excellent’ Alex Okuliar has a broad practice taking in merger clearance, conduct investigations and antitrust litigation. He is particularly noted for his work on behalf of media and technology companies.” – Chambers USA, DC AntitrustAlex represents clients in lawsuits in federal and state courts around the United States. He has helped clients succeed in a wide range of cases, including class actions and private party disputes alleging price fixing, monopolization, group boycotts, market allocation, and tying.He also regularly represents clients in merger and conduct investigations by the U.S. Department of Justice, the Federal Trade Commission, state Attorneys General, and foreign agencies, including the European Commission and the UK Competition and Markets Authority. He has guided clients through the complex global merger clearance process and litigated agency merger challenges through trial.Alex has a history of notable agency leadership experience. He was appointed the Deputy Assistant Attorney General for Civil Enforcement in the DOJ Antitrust Division in 2020 and in that role oversaw more than 150 career staff, dozens of complex merger investigations, and an industry-wide review of online platforms. He was also one of the principal architects and leaders of the agency’s landmark search monopolization case against Google (U.S. v. Google). Earlier in his career, Alex served as an attorney advisor to former FTC Commissioner Ohlhausen and a trial attorney in the DOJ Antitrust Division. Prior to his service as Deputy AAG, Alex was a partner at another international law firm.Alex is a thought leader and a frequent writer and speaker. He currently serves as the co-chair of the ABA Antitrust Law Section’s Joint Conduct Committee, and is the former chair of the Section’s Intellectual Property Committee and co-chair of the 2023 Antitrust Fall Forum on Artificial Intelligence. He is also a member of the Corporations, Securities & Antitrust Executive Committee of The Federalist Society for Law and Public Policy Studies. Alex serves on Morrison Foerster’s AI Steering Committee and Life Sciences Steering Committee.Alex has also edited or contributed to leading antitrust treatises and handbooks, including Antitrust Law Developments (7th edition), the Premerger Notification Practice Manual (3rd and 4th editions), and the Intellectual Property and Antitrust Handbook (2nd edition).Before law school, Alex co-founded and sold an online technology company.<h4>Representative Experience</h4><h5>Merger Review and Litigation</h5>Alex has worked on nearly a thousand deals across many industry sectors over his roughly 25-year career. He has handled dozens of second requests and litigated merger cases through trial. Clients appreciate the range and depth of experience he can offer them. As one client noted in The Legal 500 U.S. Antitrust: Merger Control guide, “Alex Okuliar brings a deep knowledge of the law and economics of antitrust, and the ability to frame that knowledge within the unique circumstances of the digital economy.”His notable public representations include:<ul><li>Microsoft in many deals, including its $7.5 billion acquisition of GitHub, an AI-powered developer platform.</li><li>Unity Software Inc. in multiple transactions, including its all-stock $4.4 billion acquisition of ironSource and the concurrent $1 billion PIPE investment in the company by Silver Lake and Sequoia, and in response to the related $13.6 billion unsolicited acquisition proposal from AppLovin Corporation.</li><li>Hispanic Broadcasting Company in its $3 billion sale to Univision, which closed with a settlement after a year-long DOJ Second Request investigation.</li><li>AVG Technologies in its $1.3 billion sale to Avast Software, maker of antivirus and security software.</li><li>ShowingTime, a leading proptech company, in its $500 million sale to Zillow, which cleared successfully without conditions after a Second Request investigation by the FTC.</li><li>Propel Media in federal court to defend against the FTC’s challenge to its proposed acquisition by IQVIA.</li><li>Enterprise Products Partners in multiple deals, including its $13 billion acquisition of GulfTerra, which closed with limited divestitures after an FTC Second Request investigation.</li><li>Nova Chemicals in its joint venture to build a $1.7 billion ethylene cracker and a polyethylene plant in Texas with Borealis and Total.</li><li>Meade Pipeline Co. in the $1.37 billion sale of its natural gas pipeline system to NextEra Energy Partners.</li><li>Sugar Foods Corporation in its sale to Pritzker Private Capital.</li><li>Infineon Technologies AG in the sale of its HiRel DC-DC converter business to Micross Components, Inc.</li><li>Cisco in multiple matters, including its $600 million acquisition of SD-WAN provider, Viptela.</li><li>Kindred Biosciences in its approximately $450 million sale to Elanco Animal Health.</li><li>Otsuka Pharmaceuticals in its roughly $250 million acquisition of ADHD-drug developer, Neurovance.</li></ul>While serving at the DOJ and FTC, Alex investigated or oversaw the review of hundreds of transactions, including the $180 billion merger of United Technologies and Raytheon, NASDAQ’s proposed $11 billion acquisition of NYSE Euronext, Deutsche Boerse’s proposed $10 billion acquisition of NYSE Euronext, Waste Management’s $4.6 billion acquisition of Advanced Disposal Services, Liberty Latin America’s $1.95 billion purchase of AT&T Puerto Rico, Google’s $2 billion acquisition of Fitbit, Google’s $700 million acquisition of ITA Software, Reading Health System’s proposed acquisition of Surgical Institute of Reading, and Universal Health Service’s acquisition of Ascend Health Corporation, among many others.<h5>Antitrust Conduct Litigation</h5>Alex has represented clients in some of the most significant antitrust cases of the last twenty years, including government enforcement, class actions and private party disputes, and has represented both plaintiffs and defendants. As The Legal 500 U.S. Antitrust: Civil Litigation/Class Actions Defense guide noted, “Alex Okuliar litigates cutting-edge antitrust topics such as platform competition and data collection as well as media cases.” His thought leadership on class action issues has also been cited by courts (See In re GPU Antitrust Litigation, 253 F.R.D. 478, 492–3 (2008)).His current representations include:<ul class="li-text-orange"><li class="li-text-orange">Avadel, a leading biopharmaceutical company, in Jazz Pharmaceuticals v. Avadel CNS Pharmaceuticals (D. Del.), an antitrust counterclaim alleging monopolization and other unlawful conduct by Jazz Pharmaceuticals. Avadel alleges that Jazz improperly listed a distribution system patent in the FDA’s Orange Book to extend its monopoly power over certain narcolepsy drugs. The New York Times coverage of the case can be found on the <a href="https://www.nytimes.com/2023/02/28/business/jazz-narcolepsy-avadel-patents.html" target="_blank">The New York Times</a> website. The FTC also filed an <a href="https://www.ftc.gov/news-events/news/press-releases/2022/11/ftc-amicus-brief-challenges-abuse-fda-orange-book-listing-procedures-block-drug-competition" target="_blank">amicus brief</a> explaining to the Court the harm to competition from such listings.</li><li class="li-text-orange">Icon, a real estate development company, in Icon v. Southwest Regional Council of Carpenters, et al. (C.D. Cal.), a federal antitrust lawsuit against two unions and other co-conspirators. Icon alleges the unions are attempting to monopolize certain labor markets, among other unlawful conduct, by submitting sham environmental petitions to slow or block new real estate developments and then offering to abandon those petitions in exchange for hiring of union labor. See the press coverage in <a href="https://www.bloomberglaw.com/bloomberglawnews/antitrust/XEJFH0U8000000?bna_news_filter=antitrust#jcite" target="_blank">Bloomberg</a>.</li><li class="li-text-orange">Provi, an e-commerce platform, in Tiz (d/b/a Provi) v. Southern Glazer’s and Republic National Distribution Co. (N.D. Ill.), an antitrust claim alleging monopolization, tying, and group boycott, among other conduct, by the nation’s largest alcohol distributors to eliminate new and innovative online marketplace competition from Provi. See coverage of the case by <a href="https://www.politico.com/news/2022/03/29/alcohol-ordering-antitrust-suit-00021383" target="_self">Politico</a>.</li><li>A large national consumer products company (E.D. Pa) in its defense against a monopolization case alleging deceptive conduct before a standard-setting organization and patent holdup related to an alleged standard essential technology patent.</li><li>A national financial institution in its defense against state law claims of unfair competition in connection with a business transaction.</li></ul>Some of his other clients include:<ul><li>Asiana Airlines in In re Korean Air Lines Co. Antitrust Litigation (C.D. Cal.) against an MDL class action alleging price-fixing of passenger air fares. He prevailed on motion to dismiss claims of indirect purchasers of passenger air fares, which was upheld in relevant part on appeal, and the remainder of the case settled. See In re Korean Air Lines Co. Antitrust Litigation, 567 F. Supp. 2d 1213 (C.D. Cal. 2008), aff’d in part, vacated in part, 642 F.3d 685 (9th Cir. 2011).</li><li>Asiana Airlines in In re Air Cargo Shipping Services Antitrust Litigation (E.D.N.Y), an MDL class action alleging price-fixing of cargo shipping fees. The case was ultimately settled.</li><li>Capital One in In re Payment Card Interchange Fee and Merchant Discount Litigation (E.D.N.Y.), where he defended the client against alleged price-fixing claims related to credit card interchange fees. This matter ultimately settled.</li><li>Capital One in American Express v. Visa, et al. (S.D.N.Y.), where he defended the client against group boycott claims alleging that certain exclusive bylaws for the Visa and Mastercard credit card networks represented an agreement to boycott American Express. The case settled after years of litigation.</li><li>Honeywell in Wright v. Honeywell (Vt.), McKinnon v. Honeywell (Me.), Fagan v. Honeywell (Mass.), and Roos v. Honeywell (Cal.), where he defended the client against class actions in several state courts alleging monopolization of certain home thermostats. Certain cases were dismissed after briefing and oral argument and others were ultimately settled.</li><li>The United States in United States v. Google (search) (D.D.C.), in its landmark monopolization case against a leading online search engine. He served as the senior Antitrust Division official overseeing the DOJ staff team to develop and prosecute the lawsuit.</li><li>A leading online professional networking site in its defense against unfair competition claims based on allegations that the site had blocked a competing site from scraping its data to develop another service.</li><li>A leading medical imaging technology company in an antitrust counterclaim related to a patent infringement action.</li><li>An online media streaming company in an antitrust counterclaim against the major national television broadcasters related to a copyright infringement lawsuit.</li></ul><h5>Government Investigations & Policy Advocacy</h5>Alex also handles investigations, compliance counseling, and policy advocacy for governmental entities. As one client noted in The Legal 500 U.S. Antitrust: Cartels guide, “Alex Okuliar brings a calm and thoughtful approach to the matters he advises on. He has good judgment and delivers advice in a user-friendly format. He stays current on emerging issues in antitrust law and provides a helpful perspective on areas of risk and how to best address those areas.” Some of his matters include representing:<ul><li>An AI company in an FTC investigation of a technology platform.</li><li>A technology company in its defense against an FTC investigation into an alleged order violation.</li><li>A major chemical company as a leniency applicant in a DOJ criminal price-fixing investigation.</li><li>An airline in various DOJ criminal cargo and passenger airfare antitrust investigations.</li><li>A technology company in a DOJ investigation of an alleged no-poach agreement relating to employee hiring.</li><li>A major energy company as a third-party complainant and witness in an FTC investigation leading to litigation against the merging companies.</li><li>An energy company in an internal investigation of trading activity related to allegations of price fixing.</li><li>A major hospital system in a state AG price-fixing and market allocation investigation.</li><li>A ticket reseller in a state AG consumer protection investigation.</li><li>Clients advocating to government agencies on issues relating to technology platforms, mergers, and issues involving antitrust and intellectual property.</li></ul>

Alexander Okuliar

Co-chair Global Antitrust Law Practice Group

Drawing on over 15 years of experience, Marie-Claire is an antitrust specialist advising on merger control and foreign investment aspects of complex global transactions, as well as broader antitrust issues including investigations, abuse of dominance and complex vertical agreements. She has advised corporate clients and financial investors across a range of sectors including technology, agriculture, pharmaceuticals, energy, retail, healthcare, sports rights and industrials. In addition to coordinating complex multi-jurisdictional advice and delivering EU and other global merger control and foreign investment clearances, she has extensive UK CMA experience, having acted for clients on a number of complex CMA investigations, both at Phase 1 and Phase 2 and having delivered multiple informal CMA clearances. She regularly advises on CMA engagement strategy in global deals.She also regularly counsels clients in relation to compliance across all aspects of competition law, including horizontal and vertical commercial agreements and dominance. She has also represented clients before the EU and UK regulators in relation to both cartels and abuse of dominance as well as in the context of market investigations.Marie-Claire is recognized in each of the annual editions of Who’s Who Legal: Competition – Future Leaders from 2017 to 2024.<h4>Representative Experience</h4><ul><li>Advising Unity Technologies in relation to its $4.4B Acquisition of ironSource</li></ul><ul><li>Advising Nikon Corporation, a globally active Japanese manufacturer of optical technology solutions, in connection with the public takeover of SLM Solutions Group AG, a Lübeck-based manufacturer of metal 3D printers</li><li>Advising SoftBank in Connection with $3.4 Billion Combination of Eutelsat and OneWeb</li><li>Advising Endurance Acquisition Corp in connection with its investment in Satixfy</li><li>Advising a major record label in relation to a CMA market study into music streaming</li><li>Advising a major energy company and fund manager, active in retail, generation and fund management in relation to the merger control and foreign investment aspects of strategic investment</li><li>Advising a global software company in relation to a CMA merger control investigation into its acquisition of a key competitor</li><li>Advising a UK grocery retailer in relation to a CMA investigation into a failed merger between two of the four major UK grocery retailers</li><li>Advising a consortium of financial investors on the global merger control and UK and foreign public interest aspects of a takeover of UK-based satellite telecommunications company</li></ul>

Marie-Claire Strawbridge

Andy’s practice focuses on representing issuers and underwriters in capital markets transactions and advising public and private companies on a variety of other corporate and securities matters, including strategic transactions, corporate governance matters, and compliance with the U.S. federal securities laws and the listing standards of securities exchanges.Andy has extensive experience advising both issuers and underwriters in initial public offerings and other registered and unregistered offerings of common and preferred equity, debt, and equity-linked securities. He also serves as primary outside counsel to a number of public and private companies and regularly advises members of management and boards of directors regarding corporate and securities matters.Andy is recognized as a leading lawyer in Chambers USA 2023 for REITs and as a Rising Star in IFLR1000 2023 for Capital Markets: Equity.<h4>Representative Experience</h4><ul dir="ltr"><li dir="ltr">Represented the initial purchasers in a $300 million Rule 144A offering of 9.000% senior secured notes of Office Properties Income Trust (Nasdaq: OPI).</li><li>Represented the initial purchasers in a $941 million Rule 144A offering of zero coupon senior secured notes of Diversified Healthcare Trust (Nasdaq: DHC).</li><li>Represented UDR, Inc. (NYSE: UDR) in connection with multiple public offerings of debt and equity securities resulting in proceeds in excess of $6 billion.</li><li>Represented Unity Software Inc. (NYSE: U) in connection with its $1.0 billion convertible notes offering to affiliates of Silver Lake and Sequoia Capital.</li><li>Represented Broad Street Realty, Inc. (OTCQX: BRST) in connection with its joint venture and preferred equity investment from Fortress Investment Group.</li><li>Represented MedEquities Realty Trust, Inc. (NYSE: MRT) in connection with its $256 million initial public offering, its $164 million 144A offering and private placement of common stock, and its $125 million private placement of preferred stock.</li><li>Represented Armada Hoffler Properties, Inc. (NYSE: AHH) in connection with multiple public offerings of common and preferred stock and private placements of operating partnership units.</li><li>Represented SoftBank Group Corp. in its $150 million Series A preferred stock investment in Afya Limited (Nasdaq: AFYA).</li><li>Represented the underwriters in Modiv Industrial, Inc.’s (NYSE: MDV) Series A preferred stock offering, as well as the initial listing of its common stock and related offering.</li><li>Represented the underwriters in multiple underwritten secondary offerings of shares of Landsea Homes Corporation (Nasdaq: LSEA).</li><li>Represented the underwriters in multiple underwritten secondary offerings of shares of BrightSpire Capital, Inc. (NYSE: BRSP) by a stockholder affiliated with DigitalBridge Group, Inc. (NYSE: DBRG).</li><li>Represented B. Riley in a $30 million equity line of credit for Beam Global (Nasdaq: BEEM).</li><li>Represented private investment firms in equity lines of credit for multiple issuers.</li><li>Represented Anzu Special Acquisition Corp in its $425 million initial public offering and its subsequent merger with Envoy Medical, Inc. (Nasdaq: COCH).</li><li>Represented Science Strategic Acquisition Corp. Alpha in its $310 million initial public offering.</li><li>Represented Endurance Acquisition Corp. in its $200 million initial public offering.</li><li>Representing Baird and Goldman in the $300 million at-the-market equity offering of Watsco, Inc. (NYSE: WSO).</li><li>Represented MedEquities Realty Trust, Inc. (NYSE: MRT) in its $600 million merger with Omega Healthcare Investors, Inc. (NYSE: OHI).</li><li>Represented RH (NYSE: RH) in connection with its $350 million Rule 144A offering of convertible notes.</li><li>Represented Vonage Holdings Corp. (NYSE: VG) in connection with its $300 million Rule 144A offering of convertible notes.</li><li>Represented Inovalon Holdings, Inc. (Nasdaq: INOV) in its $685 million initial public offering.</li><li>Represented Farmland Partners Inc. (NYSE: FPI) in connection with its initial public offering and subsequent public offerings of its common stock, its $131 million offering of 6.00% Series B Participating Preferred Stock, and private placements of operating partnership units.</li><li>Represented the management team at Parkway, Inc. in connection with its $1.2 billion acquisition by Canada Pension Plan Investment Board.</li><li>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>Represented BMO Capital Markets, BofA Merrill Lynch, and Citigroup in Sun Communities, Inc.’s (NYSE: SUI) $250 million at-the-market equity offering.</li><li>Represented the underwriters in connection with Independence Realty Trust’s (NYSE: IRT) $34 million offering of common stock and concurrent listing.</li><li>Represented Jefferies and Baird in the initial public offering of AmREIT, Inc.</li><li>Represented JP Morgan, Citi, Deutsche Bank, and KeyBanc in the $293 million initial public offering of Retail Properties of America, Inc. (NYSE: RPAI).</li><li>Represented Colony Financial, Inc. in its $287.5 million initial public offering.</li></ul>

Andrew Campbell

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

Emily Beers is of counsel in Morrison Foerster’s Capital Markets and Public Company Advisory & Governance practices. Her practice focuses on representing publicly and privately held companies in a variety of corporate and securities law matters.Emily represents both issuers and investment banks in initial public offerings, follow-on offerings, and private placements, including offerings of common and preferred equity, investment-grade debt, convertible debt, and high-yield debt. Emily also regularly advises clients with respect to liability management transactions, including tender offers, as well as M&A transactions.In addition, Emily regularly counsels companies with respect to corporate governance issues, compliance with the U.S. federal securities laws, and the requirements of the New York Stock Exchange and NASDAQ, as well as general corporate matters.Emily is recognized in IFLR1000 for Capital Markets: Debt, Capital Markets: Equity, and M&A (2021).Prior to joining Morrison Foerster, Emily worked as an associate in the capital markets practices of other international law firms in New York and London.<h4>Representative Matters</h4><ul><li>Represented Sprint Corp. and SoftBank Group Corp., the controlling shareholder of Sprint, on the all- stock merger of Sprint and T-Mobile US Inc. The total implied enterprise value for Sprint in the transaction was approximately $59 billion and the aggregate for the combined company enterprise value was approximately $146 billion.</li><li>Represented onsemi (NASDAQ: ON) in its Rule 144A offering of $1.5 billion 0.5% Convertible Senior Notes due 2029; in its Rule 144A offering of $700 million 0% Convertible Senior Notes due 2027; and in its Rule 144A offering of $700 million 3.875% Senior Notes due 2028.</li><li>Represented The Chemours Company (NYSE: CC) in its Rule 144A offering of $650 million 4.625% Senior Notes due 2029; in its Rule 144A offering of $800 million 5.750% Senior Notes due 2028 and concurrent tender offers to purchase all or a portion of its outstanding Senior Notes and related consent solicitations; and in its registered offering of €450 million 4.000% Senior Notes due 2026 and concurrent tender offers to purchase all or a portion of its outstanding senior notes and related consent solicitations.</li><li>Represented McKesson Corporation (NYSE: MCK) in its registered offering of $500 million 5.250% Notes due 2026; in its registered offering of $500 million 1.300% Senior Notes due 2026 and related tender offer to repurchase a portion of its outstanding senior notes; and in its registered offerings of $700 million 3.650% Notes due 2020 and $400 million 4.750% Notes due 2029 and concurrent tender offers to purchase a portion of its outstanding senior notes and related consent solicitations.</li><li>Represented BlackBerry Limited (NYSE: BB) in its $200 million Rule 144A offering of convertible notes. </li><li>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>Represented Southwest Gas Holdings, Inc. (NYSE: SWX) in its defense against a hostile tender offer and proxy contest by Carl Icahn, and in its subsequent registered offerings of common stock and debt. </li><li>Represented Unity Software Inc. (NYSE: U) in its stock-for-stock merger with ironSource, Ltd. for an approximate value of $4.4 billion.</li><li>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>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>Represented the placement agent in connection with the $50 million private offering of senior secured notes by Newport Realty Trust, a private mortgage REIT, 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), and 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><li>Represented Veeco Instruments Inc. (NASDAQ: VECO) in its registered offering of $300 million 2.70% Convertible Senior Notes due 2023.</li><li>Represents the sales agents in connection with Equity Residential’s (NYSE: EQR) at-the-market equity offering; as designated underwriters’ counsel, represented the underwriters in connection with registered offerings by Equity Residential’s operating partnership, ERP Operating Limited Partnership, of an aggregate of $1.25 billion of notes.</li><li>Represented Whole Foods Market, Inc. (NASDAQ:WFM) in its $1.0 billion Rule 144A/Regulation S offering of 5.200% Senior Notes due 2025.</li><li>Represented the underwriters in connection with Community Healthcare Trust Incorporated’s (NYSE: CHCT) approximately $136.6 million initial public offering and in subsequent follow-on offerings.</li><li>Represented Inovalon Holdings, Inc. (NASDAQ: INOV) in its approximately $685 million initial public offering.</li></ul>

Emily K. Beers

Of Counsel

Chris Rolle is a corporate associate in the firm's Washington, D.C. office.Before joining Morrison Foerster, Chris was a summer associate in the Northern Virginia office.Chris earned his J.D. from the Georgetown University Law Center. While in law school, Chris was an Articles Editor for the Georgetown Journal of Legal Ethics, an intern for the U.S. Department of Justice (Antitrust Division), and an intern for the U.S. Securities and Exchange Commission (Division of Enforcement).He holds a B.A. in Politics and International Affairs from Wake Forest University.<h4 dir="ltr">Representative Experience</h4><ul dir="ltr"><li>Represented eBay Inc. (NASDAQ: EBAY) in a $2.5 billion offering of senior unsecured notes under its existing shelf registration statement.</li><li>Represented Black Creek Industrial REIT IV Inc. in connection with its second public offering of up to $2 billion of common stock and its third public offering of up to $5 billion of common stock.</li><li>Represented the underwriters in connection with a registered offering of $1.5 billion of fixed rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc.</li><li>Represented Unity Software Inc. (NYSE: U) in connection with its $1 billion convertible notes offering to affiliates of Silver Lake and Sequoia Capital.</li><li>Represented UDR, Inc. (NYSE: UDR) in connection with multiple public offerings of debt and equity securities resulting in proceeds in excess of $1 billion.</li><li>Represented Southwest Gas Holdings, Inc. (NYSE: SWX) in an at-the-market offering of up to $500 million in common stock.</li><li>Represented Anzu Special Acquisition Corp I (NASDAQ: ANZU.U) in its $420 million initial public offering of common stock.</li><li>Represented Washington Gas Light Company in connection with an aggregate of $400 million private offerings of its senior unsecured notes.</li><li>Represented Robert W. Baird & Co. and Goldman Sachs & Co. LLC as sales agents for Watsco, Inc. (NYSE: WSO) in an ATM offering of up to $300 million in common stock.</li><li>Represented the sales agents, led by BofA Securities, Inc., in an ATM offering of up to $250 million in common stock of Tanger Factory Outlet Centers, Inc. (NYSE: SKT).</li><li>Represented Upland Software Inc. (NASDAQ: UPLD) in connection with a $115 million strategic investment from a private equity firm in the form of a new class of convertible preferred stock.</li><li>Represented Sky Harbour LLC (NYSEAMERICAN: SKYH), a developer of private aviation infrastructure focused on building, leasing, and managing business aviation hangars, in connection with its business combination agreement with Yellowstone Acquisition Company, a publicly traded special purpose acquisition company sponsored by Boston Omaha Corporation.</li><li dir="ltr">Represented Piper Sandler Companies as placement agent in the private placement of $42.25 million aggregate principal amount of 7.00% senior unsecured notes due 2026 issued by Pelorus Fund REIT, LLC and in the private placement of $20 million aggregate principal amount of 8.50% senior secured notes due 2028 issued by Newport Realty Trust, Inc.</li></ul>