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MoFo Advises MTY Food Group on Acquisition of BBQ Holdings

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Morrison Foerster advised MTY Food Group Inc. (TSX: MTY) in connection with its acquisition of BBQ Holdings, Inc. (NASDAQ: BBQ), a franchisor and operator of casual and fast casual dining restaurants across 37 states in the U.S., Canada, and United Arab Emirates. The transaction closed on September 27, 2022.

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Morrison Foerster advised MTY Food Group Inc. (TSX: MTY) in connection with its acquisition of BBQ Holdings, Inc. (NASDAQ: BBQ), a franchisor and operator of casual and fast casual dining restaurants across 37 states in the U.S., Canada, and United Arab Emirates. The transaction closed on September 27, 2022.MTY and BBQ Holdings entered into a definitive merger agreement under which MTY acquired all of the issued and outstanding common shares of BBQ Holdings for cash consideration of $17.25 per BBQ Holdings share, representing a total transaction value of approximately $200 million. Upon completion of the transaction, BBQ Holdings became a subsidiary of MTY and the shares of BBQ Holdings were de-listed from NASDAQ.Based in Montreal, MTY is a leading franchisor in the North American restaurant industry. For over 40 years, it has been increasing its presence by delivering new restaurant concepts and making acquisitions and strategic alliances that have allowed it to reach new heights year after year. By combining new trends with operational know-how, the brands forming the MTY now touch the lives of millions of people every year. With over 6,900 locations in operation, the many brands of MTY have the key to responding to the different tastes and needs of consumers today and tomorrow.The MoFo team advising MTY on the transaction was led by San Diego corporate partners Shai Kalansky and Steve Rowles, together with San Diego associates Andrew Dixon, Patrick Boyle, Carey Hughes, and Brooke Maker. The wider team included New York executive compensation partner Joshua Lerner, San Francisco securities enforcement partner Robert May, San Francisco technology transactions partner Justin Haan, Washington, D.C. antitrust partner Vishal Mehta, and New York tax partner Dave Sturgeon.Read more in MTY’s <a href="https://www.newswire.ca/news-releases/mty-food-group-inc-successfully-completes-acquisition-of-bbq-holdings-inc--835300497.html">press release</a>.

MoFo Advises MTY Food Group on Acquisition of BBQ Holdings

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Shai Kalansky focuses his practice on corporate and transactional matters, including mergers, acquisitions, venture capital financings, and securities offerings, for public and private companies. His clients are U.S. and non-U.S. entities in the climate tech, life sciences, healthcare, hospitality, and technology industries. Shai is a member of the firm’s Israel practice.Shai has extensive experience representing startup to late-stage private companies in the climate tech and sustainability space. He provides corporate and finance advice in connection with equity and convertible debt financings, mergers, acquisitions, asset purchases and sales, reorganizations, and joint ventures. He has extensive experience working with sustainable infrastructure companies throughout their lifecycle. Shai regularly advises investors on investments, acquisitions, and dispositions of climate tech companies.Shai has a robust life sciences practice advising innovative and disruptive companies across numerous subsectors. His clients include medical device, genetic testing, plant-based therapeutics, bio-marker-derived diagnostic solutions, laboratory consumables, genetic testing, and immunotherapy cancer treatment companies. His experience in the sector enables him to successfully advise his clients across various transactions.Shai acts as companies’ outside general counsel, in which capacity he advises clients with respect to licensing matters, commercial contracts, and employment issues.Shai was recognized by Best Lawyers: Ones to Watch® in America 2023-2024 for Corporate, M&A, and Venture Capital. He was also ranked as Up and Coming for Venture Capital by Chambers USA 2024. His venture capital clients interviewed by Chambers USA mentioned Shai is very “responsive and thoughtful” and “knowledgeable and pragmatic.”Shai is a member of MoFo’s ESG + Sustainability Steering Committee and is also the Environmental Sustainability Firmwide Committee attorney co-chair.He is fluent in Hebrew and conversant in Spanish.

Shai Kalansky

Partner

Steve Rowles is Chair of the firm’s San Diego Corporate Group. He has practiced in San Diego for over 25 years and has a wealth of experience as corporate counsel to public and private companies, and the venture capital and private equity funds that invest in those companies.He counsels companies at all stages in their life cycles. He distinguishes himself by achieving successful outcomes for clients utilizing best in class negotiating skills and creative and strategic thinking. He has been instrumental in starting, building and exiting numerous emerging growth companies in a broad range of industries including biotech, medical devices, digital health, diagnostics, healthcare services, clean technology and renewable energy, cybersecurity, fintech, agtech, software, 5G, semiconductors, telecommunications, e-commerce, new media and social networking.Steve has served as lead counsel on myriad mergers and acquisitions and securities transactions, including public offerings aggregating in excess of $2 billion in proceeds and over 100 acquisition transactions.Steve serves as general counsel and handles ’34 Act compliance, public securities offerings, and corporate governance counseling for a substantial number of public companies.Steve is adept at handling venture capital financings for both companies and investors. His expertise in partnership and limited liability company matters has given him substantial experience in fund formation, joint ventures, and other strategic partnering transactions.Steve was a member of Phi Beta Kappa at Northwestern University and was elected to the Order of the Coif at Boalt Hall School of Law.Steve is active on behalf of Children’s Hospital and serves on the Board of Directors for both EvoNexus San Diego and the Jacobs Cushman San Diego Food Bank. Steve is an avid golfer, a voracious reader, and a family man.<h4>Representative Transactions</h4><h5>M&A</h5><ul><li>Represented ACEA Biosciences, Inc. in its $250 million acquisition by Agilent Technologies Inc. (NYSE: A)</li><li>Represented Acon Laboratories in its two complex cross-border acquisitions by Inverness Medical Innovations, Inc. totaling $375 million</li><li>Represented Adicet Bio, a biopharmaceutical company focused on the development of novel off-the-shelf universal immune cell therapies, in its announced merger with a wholly-owned subsidiary of resTORbio (NASDAQ: TORC) to create a combined publicly-traded biotechnology company</li><li>Represented Alaska Energy & Resources Company in its $170 million acquisition by Avista Corp. (NYSE: AVA)</li><li>Represented Astute Medical, a medical diagnostic company focused on high-risk medical conditions and diseases, in its $90 million sale to bioMérieux (EPA: BIM)</li><li>Represented Biotix, a private equity-backed developer and manufacturer of laboratory consumables and liquid handling solutions, in its sale to Mettler-Toledo (NYSE: MTD) for an undisclosed sum</li><li>Represented Biotix in its cross-border sale of PML Microbiologics to bioMérieux (EPA: BIM) for $30,000,000</li><li>Represented Clean Energy Fuels (NASDAQ: CLNE) in its sale of BAF Technologies, Inc. to Westport Innovations Inc. for $30 million</li><li>Represented Clean-Energy Fuels (NASDAQ: CLNE), a leading provider of natural gas fuel for transportation in North America, in the $155 million sale of its renewable gas business to BP p.l.c, a British multinational oil and gas company.</li><li>Represented Clean Energy Fuels (NASDAQ: CLNE), this provider of natural gas as an alternative fuel for vehicle fleets, in its sale for up to $180 million of components of its renewable natural gas business to BP (NYSE: BP</li><li>Represented Cogent, Inc. (NASDAQ: COGT) in its $943 million acquisition by 3M Company</li><li>Represented Compex Legal Services, Inc., one of the largest litigation and discovery support services firms in the nation, in its sale to Windjammer Capital, LP for cash and an earnout totaling approximately $230 million</li><li>Represented Deere & Company (NYSE: DE) in its acquisition of Precision Planting and certain South American operations for $190,000,000 from Monsanto (NYSE: MON and a contemporaneous multi-year precision ag collaboration with Monsanto and the Climate Corporation as well as in related divestiture transactions</li><li>Represented Deere & Company (NYSE: DE) in its acquisition of T-Systems for an undisclosed sum</li><li>Represented Live Nation, Inc. in its $354 million acquisition of the House of Blues</li><li>Represented MedfusionRx and certain affiliated entities in their sale to SXC Health Solutions for $100,000,000 plus undisclosed earnout payments</li><li>Represented Mentor Corporation in its $1.12 billion merger with Johnson & Johnson</li><li>Represented MTY Food Group Inc. in its successful tender offer for the shares of Papa Murphy’s Holdings, Inc. (NASDAQ: FRSH) in a transaction valued at $190 million</li><li>Represented Paladin Technologies Inc. in its merger with TekWorks Inc.</li><li>Advised Scoperta, an innovative solution provider in advanced materials development, in its acquisition by Oerlikon Group, one of the world's leading high-tech industrial groups.</li></ul><h5>Venture Capital</h5><ul><li>Represented ACEA Biosciences Inc., a developer of cell analysis instrumentation technologies, in a $30 million Series E Preferred Stock financing</li><li>Represented ACEA Therapeutics, Inc., a pharmaceutical company developing small molecule candidates for lung cancer and other indications, in its $20 million convertible note financing</li><li>Represented Adicet Bio in its $51,000,000 Series A Preferred Stock financing with OrbiMed, Novartis, and Pontifax and its $80,000,000 Series B Preferred Stock financing with Regeneron, Johnson & Johnson Innovation, KB Investment, Samsung Venture Investment, and prior investors</li><li>Represented Astute Medical, a medical diagnostic company focused on high-risk medical conditions and diseases in over $200 million of equity and debt financings</li><li>Represented Biotix in a restructuring of its $80,000,000 Series A Preferred Stock financing and its $6,000,000 Series B Preferred Stock financing with Ferrer Freeman and Grotech Ventures</li><li>Represented Cellics Therapeutics, Inc., developer of nanosponges with nanoparticle cores coated with red or white blood cell membranes which can be used to absorb a wide range of toxins, in preferred stock financings exceeding $30 million</li><li>Represented Cello Therapeutics, Inc., which uses nanosponge technology as a delivery mechanism for cancer therapeutics, in its $4.2 million Series A-2 financing, bringing its total Series A funds raised to $8 million</li><li>Represented ColorTokens, Inc., a leading cybersecurity company, in its $30 million convertible note financing and preferred stock financings exceeding $100 million</li><li>Represented Clean Energy Fuels Corp. (NASDAQ: CLNE) in over $100 million in investments in NG Advantage LLC</li><li>Represented Curology, Inc., a leading telemedicine provider of dermatology services and prescriptions, in over $60 million of preferred stock financings</li><li>Represented Curology, Inc. in its $30 million Series D preferred stock financing led by Institutional Venture Partners and Anthos Partners. We also represented Curology in a concurrent $11o million private tender offer in which IVP, Anthos, ACME Ventures and TriplePoint Capital purchased shares of common and preferred stock from existing shareholders</li><li>Represented Enterprise Partners in a $7,000,000 Series A-1 Preferred Stock financing by Enviance</li><li>Represented Eolas Therapeutics Inc., a start-up life sciences company in connection with a milestone based licensing transaction with AstraZeneca Inc. with upfront and contingent proceeds potentially in excess of $140 million</li><li>Represented Coupang LLC, a leading e-commerce company in Korea, in three preferred unit financings aggregating $500 million</li><li>Represented Geneos Therapeutics, Inc., a leader in the field of personalized cancer immunotherapy, in $22 million preferred stock financings</li><li>Represented Greenoaks Capital Partners, this entity and its affiliates as investors in over $100 million in equity financings, debt financings, and secondary transactions, including Coupang and several other prominent e-commerce companies</li><li>Represented Ignyta in its $500,000 Series A Preferred Stock financing and its $5,500,000 Series B Preferred Stock financing with City Hill Ventures</li><li>Represented Inertia Systems, Inc., a fast-growing provider of construction management, SAAS software solutions, in its $3.5 million convertible note financing led by Signia Ventures, as well as a $2.5 million extension of such note financing, for an aggregate of approximately $6 million in proceeds</li><li>Represented Netly, LLC, developer of last mile fiber optic networks, in its debt and equity financing led by Ubiquity Partners LLC, with an initial closing of $40 million with an aggregate maximum raise of $250 million</li><li>Represented Obsidian Sensors, Inc., a thermal imaging and sensor company, in its $25 million Series A financings</li><li>Represented The Pill Club Holdings, Inc., a digital health provider of birth control pills, in over $60 million of preferred stock financings</li><li>Represented Rakuten Medical, this biotechnology company developing a new class of precision targeted oncologic drugs, in over $470 million of equity financings</li><li>Represented VoloAgri Group, an agriculture technology company known for seed genetics, in over $150 million of preferred stock financings</li><li>Represented Xilio Therapeutics, Inc., an immunology company, it is $30 million Series A financing</li><li>Represented a lead investor in a $50 million Series D financing in Retrotope, Inc., a developer of a medical platform to treat degenerative diseases</li></ul><h5>Capital Markets</h5><ul><li>Represented Banc of America Securities, Lehman, Thomas Weisel Partners, and William Blair as underwriters in a $82,000,000 initial public offering by Nuvasive</li><li>Represented Cardium Therapeutics in its $20,000,000 PIPE financing and $10,000,000 credit facility</li><li>Represented Clean Energy Fuels (NASDAQ: CLNE) in its $110 million at-the-market offering</li><li>Represented Clean Energy Fuels (NASDAQ: CLNE) in a 144A offering of Convertible Senior Notes in the aggregate principal amount of $250 million</li><li>Represented Clean Energy Fuels (NASDAQ: CLNE) in debt financing transactions with proceeds in excess of $500 million</li><li>Represented Digirad in its $66,000,000 initial public offering with Merrill Lynch, JP Morgan, Banc of America Securities, and William Blair as underwriters</li><li>Represented Fulgent Genetics, Inc. (NASDAQ: FLGT) in its $43.5 million initial public offering</li><li>Represented Harrow Health, Inc. (NASDAQ: HROW) in its $14 million initial underwritten public offering</li><li>Represented Ignyta in its going-public transaction through a reverse merger with a public company and its contemporaneous $47,000,000 PIPE financing with Landenburg Thalman as placement agent and its subsequent $7,000,000 PIPE financing with National Securities Corporation as placement agent</li><li>Represented Inovio Pharmaceuticals, Inc. in a $30 million registered direct offering</li><li>Represented OncoSec Medical Incorporated (NASDAQ: ONCS) in a registered direct offerings aggregating in excess $80 million</li><li>Represented RxElite in its $30,000,000 PIPE financing</li><li>Represented Santarus in its $62,000,000 initial public offering with Cowen, UBS, Thomas Weisel Partners, and RBC Capital Markets as underwriters</li></ul>

Steve Rowles

Andrew Dixon is a corporate Of Counsel in the firm's San Diego office.Andrew represents clients across a wide range of Corporate matters, including general corporate, transactional and securities matters, mergers and acquisitions, and public and private offerings. Andrew’s representation of companies spans the entire corporate life-cycle, from formation to exit, and a diversity of industries and includes clients of all sizes, ranging from a single founder to large public companies.Andrew received his J.D. with honors from The University of Chicago Law School, where he was a John M. Olin Student Fellow in Law and Economics. He also participated in The University of Chicago Corporate Lab: Transactional Clinic and was a member of The Federalist Society. Andrew received his B.A. magna cum laude in history from the University of Dallas, where he was a recipient of the Fr. Louis J. Lekai award.

Andrew Dixon

Of Counsel

Josh is a partner in the New York office of Morrison Foerster and co-chair of the firm’s Executive Compensation practice. Josh advises clients on all matters involving the compensation of senior executives, including employment, change in control, equity compensation, and severance arrangements.He counsels public and private companies on executive compensation issues in a range of corporate transactions, restructurings, and financings. He has experience designing, drafting, and negotiating employment agreements and administering equity incentive plans and awards. He also works regularly with public companies on compensation-related disclosures and corporate governance matters, including Securities Exchange Act of 1934 reports. Josh earned his J.D. from Columbia Law School where he was a senior articles editor of the Columbia Business Law Review.<h4>Representative Matters</h4><ul><li>Snow Software, a technology intelligence platform, on its acquisition by Flexera Software, a data-oriented SaaS solution company.</li><li>U.S. Silica Holdings, a global industrial minerals and logistics leader, in its $1.85 billion sale to entities affiliated with Apollo Global Management.</li><li>Rivian Automotive in the formation of an equally controlled and owned joint venture with Volkswagen Group to create next generation software-defined vehicle (SDV) platforms to be used in both companies’ future electric vehicles.</li><li>Palladium Equity Partners, in the $695 million sale of its majority interest in Trachte, a leading provider of highly engineered protection and control buildings with mission critical applications, to nVent Electric plc, a leading global provider of electrical connection and protection solutions.</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><li>McGrath RentCorp, leading provider of temporary and permanent space solutions, in its $3.8 billion acquisition by WillScot Mobile Mini Holdings Corp., a leader in innovative temporary space solutions.</li><li>Astellas Pharma in its acquisition of Propella Therapeutics, a biopharmaceutical company that combines medicinal chemistry with lymphatic targeting to create new oncology drugs.</li><li>SoftBank in connection with its $375 million acquisition of Berkshire Grey, a robotic automation company that went public via a SPAC merger in 2021.</li></ul><ul><li>Grant Thornton, one of America’s largest audit, tax, and advisory firms, in the sale of its Public Sector Advisory practice to Guidehouse, a portfolio company of Veritas Capital and leading global provider of consulting services to the public sector and commercial markets.</li><li>MTY Food Group, a leading franchisor in the North American restaurant industry, in its $200 million acquisition of BBQ Holdings, a franchisor and operator of fast casual dining.</li><li>Odevo AB, a Swedish company and a portfolio company of private equity client Fidelio Capital, in connection with its acquisition of KW Property Management & Consulting, LLC, a Florida-based company that provides property management services to homeowner associations, condominium boards, cooperative boards and townhome communities. </li><li>Tinicum and its portfolio company TSL Engineered Products in the sale of Advantek, a leading provider of highly engineered carrier tape and associated protective packaging products, to Cornell Capital.</li></ul>

Joshua Lerner

Co-Chair of Executive Compensation Practice

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

Justin Haan is a partner in the firm’s Technology Transactions Group in the San Francisco office, advising leading technology industry pioneers to help them navigate their most critical IP and technology needs.Justin’s practice focuses on transactions and counseling involving intellectual property and technology, including licensing arrangements, technology transfers, and joint development activities. Justin structures, drafts, and negotiates a wide range of commercial agreements, including software and content licenses, service agreements, reseller arrangements, and collaboration, manufacturing, supply and distribution agreements. He advises clients on the development, procurement and commercialization of cutting-edge technologies, including artificial intelligence, machine learning, augmented/virtual reality, semiconductors, cloud computing services, autonomous vehicles, and unmanned aircraft systems. Justin also counsels clients on open source software, complex patent-related transactions, and the intellectual property aspects of M&A transactions. Justin’s experience includes advising OpenAI, Arm, Autodesk, Meta, Salesforce, SoftBank, Unity, and others on the IP aspects of complex projects involving cutting-edge technologies and fast-evolving areas of law. Justin serves on the firm’s AI industry committee, where he helps to lead and collaborate with attorneys across multiple practices on the rapid advances of generative AI. Justin is also a sought–after speaker and thought leader on artificial intelligence and has spoken at SXSW on the subject of multimodal AI.Before joining the firm, Justin was an intellectual property associate in the New York office of another global law firm.Justin received his J.D., with a certificate in law and technology, from the University of California, Berkeley School of Law, where he won the Prosser Prize in intellectual property in the entertainment industries and was an articles editor for the Berkeley Technology Law Journal. He received his A.B. from Harvard University.

Justin H. Haan

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.