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MoFo Advises McGrath RentCorp on Acquisition of Vesta Modular and Concurrent Divestiture of Adler Tank Rentals

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Morrison Foerster advised long-term client McGrath RentCorp, a leading business-to-business rental company, in its acquisition of Vesta Modular, a portfolio company of Kinderhook Industries (“Kinderhook”), for a cash purchase price of $400 million, subject to certain adjustments, and sold Adler Tank Rentals, a business unit, to Ironclad Environmental Solutions, a Kinderhook portfolio company, for a cash sale price of $265 million, subject to certain adjustments. Both transactions were completed simultaneously on February 1, 2023.

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Morrison Foerster advised long-term client McGrath RentCorp, a leading business-to-business rental company, in its acquisition of Vesta Modular, a portfolio company of Kinderhook Industries (“Kinderhook”), for a cash purchase price of $400 million, subject to certain adjustments, and its sale of Adler Tank Rentals, a business unit, to Ironclad Environmental Solutions, a Kinderhook portfolio company, for a cash sale price of $265 million, subject to certain adjustments. Both transactions were completed simultaneously on February 1, 2023.The MoFo team advising McGrath RentCorp was led by San Francisco corporate partner Jackie Liu, together with San Francisco associates Daigo Takahashi, Ani Hamparsumyan, Molly Yoder and Kaimi Jeff Miyazawa. The wider team included Washington, D.C. government contracts and public procurement partner Tina Reynolds; New York tax partner Dave Sturgeon; executive compensation of counsel Brooke Monahan; San Francisco finance partner Victor Liang; and San Francisco trademarks of counsel Muzamil Huq.

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Jackie engages in a general corporate and transactional practice, with special emphasis on corporate counseling of public companies, mergers and acquisitions, and the China practice. She has more than 20 years of experience in advising public companies on corporate governance matters, including director and officer fiduciary duties, board “best practices,” disagreements between board and management, succession planning, investor relations, and advises boards and special committees in connection with conflicts of interest matters, proxy contests and other corporate control efforts. Jackie is outside general counsel to a number of public companies with whom she has worked for over 20 years and provides big‑picture, critical value-adding strategic advice. She also counsels public companies on disclosure matters and associated liability considerations. Jackie is a Fellow of the American College of Governance Counsel. She has lectured at seminars and conferences and written articles on various corporate governance and securities law matters.Jackie also represents public and private companies in mergers and acquisitions, from small asset acquisitions and divestitures, founder-driven sales and talent acquisitions to complex multibillion-dollar transactions. In addition, she has been involved in a number of complex cross-border transactions in Asia, Australia and Europe. Her knowledge of U.S. SEC-reporting requirements is a valuable addition to counseling on public-company M&A transactions. She additionally works with well-established Chinese companies in setting up U.S. subsidiaries and counseling them on strategic matters relating to their U.S. operations.Jackie formerly served as co-chair of Morrison Foerster’s Global Corporate Department of over 400 lawyers. She is currently a member of our global ESG + Sustainability steering committee. In 2018, Jackie received the Client Choice Award from International Law Office/Lexology for excellent client care and quality of service in the practice of corporate law. She was named the 2013 Legal Advisor of the Year by M&A Advisor. She was also recommended as a leading attorney in the field of M&A by Legal 500 USA 2014 and, in 2018, recommended for M&A/Corporate and Commercial: M&A Large Deals ($1bn+).Born in Shanghai, China, she is fluent in Mandarin Chinese.Jackie is a member of the California State Bar and the Bar Association of San Francisco. She is a board member of the Foundation of City College of San Francisco.During her tenure at Harvard Law School, she served as the co-editor of the Harvard Law Record.<h4>Rankings</h4>Recommended for M&A: Large Deals ($1bn+) Legal 500 US 2019

Jackie Liu

Partner

Daigo Takahashi is a corporate associate in Morrison Foerster’s San Francisco office.Daigo focuses his practice on U.S. and cross-border mergers and acquisitions, divestitures and other strategic transactions. Daigo has advised U.S., Japanese and other international clients across a variety of industries, including technology, semiconductor, consumer products, manufacturing and healthcare/life sciences.Prior to joining Morrison Foerster’s San Francisco office, Daigo was an associate in the Firm’s Tokyo office. Daigo received his J.D. from the University of California, Hastings College of the Law, where he was an editor of the Hastings Law Journal. While at Hastings, he served as a judicial extern to the Honorable Joseph C. Spero, Magistrate Judge, at the U.S. District Court for the Northern District of California. He received his B.A., magna cum laude, in Political Science and International Studies from the University of California, Irvine, where he was elected to Phi Beta Kappa.Daigo has been recognized by The Best Lawyers in Japan in its “Ones to Watch” category for Corporate and M&A Law.Daigo is bilingual in English and Japanese.

Daigo Takahashi

Associate

Molly Yoder is a corporate associate in the Palo Alto office of Morrison Foerster.Prior to joining the firm as an associate, Molly was a summer associate in Morrison Foerster’s San Francisco office.Molly earned her J.D. from the UCLA School of Law, where she was a Senior Editor of the Journal of Law and Technology and a Writing Advisor for the Legal Research and Writing Program. She also served as a Judicial Extern to the Honorable Karen E. Scott in the United States District Court, Central District of California.She holds a B.A. from the University of Wisconsin-Madison.

Molly Yoder

Kaimi Miyazawa is a corporate associate in the San Francisco office of Morrison Foerster.Before joining Morrison Foerster’s Transactions Department, Kaimi was a summer associate in the Tokyo and San Francisco offices during the summers of 2019 and 2020.Kaimi earned his J.D. from the University of California, Irvine School of Law, where he served as the Staff Editor for the UC Irvine Journal of International, Transnational, and Comparative Law publication He holds a B.A., magna cum laude, from University of California, Santa Cruz.Kaimi is fluent in Japanese.

Kaimi Miyazawa

Tina is Co-chair of Morrison Foerster’s Government Contracts & Public Procurement practice. She represents a wide variety of government contractors including information technology, defense, biotechnology, and pharmaceutical companies, with a focus on general contract counseling and compliance, particularly concerning intellectual property, and cybersecurity matters and federal grant funding.Tina counsels contractors on compliance with federal, state and local acquisition and ethics regulations and with the evolving myriad of requirements pertaining to data security and cybersecurity. She has been involved with numerous internal investigations and compliance reviews, and with mandatory and voluntary disclosures to agencies, and litigation of False Claims Act matters.Tina routinely advises clients concerning:<ul><li>Prime-subcontractor relationships</li><li>Sources of supply and country of origin requirements</li><li>Price reductions and price reporting issues</li><li>Organizational conflicts of interest</li><li>Safeguarding of intellectual property and other proprietary interests</li><li>Licensing and data rights issues</li><li>Handling of classified materials and controlled unclassified information</li><li>Agency suspension and debarment proceedings</li></ul>She also assists clients with due diligence and other activities related to the acquisition of government contracting concerns, and with the drafting and negotiation of teaming agreements, subcontracts, licensing agreements, and cooperative research and development agreements. She also assists clients applying for federal grants (including SBIR and STTR agreements), and those who seek to obtain other transactional authority agreements, as well as those competing for state and local government work.Tina’s litigation experience includes government contracts claims litigation in federal courts and before boards of contract appeals, bid protests before the Government Accountability Office and the Court of Federal Claims, and complex disputes in federal courts, including civil fraud and False Claims Act litigation and reverse Freedom of Information Act litigation.Prior to joining Morrison Foerster, Tina worked at another large national firm and as a trial attorney in the Office of the General Counsel of the Navy, Navy Litigation Office.<h4>Representative Experience</h4><ul><li>Negotiation of largest CHIPS Act federal funding agreement between multinational semiconductor corporation and U.S. Department of Commerce.</li><li>Negotiated prime contract and major subcontracts related to the Department of Energy’s next generation supercomputer program, including extensive IP rights negotiations and negotiation of associated patent rights waivers.</li><li>Negotiated series of other transaction authority agreements with DARPA and associated subcontracts with more than a dozen research universities on behalf of a firm biotech client, including complex IP rights allocations and material transfer agreements.</li><li>Assist clients with FedRAMP authorization process and with development of license agreements for software products sold to federal, state and local government agencies.</li><li>Cyber incident response counseling to some of the largest companies and organizations impacted by security incidents.</li><li>Advises clients on Bayh-Dole reporting of inventions and IP strategies for contracts and grants.</li><li>Conducts due diligence for major government contract mergers and acquisitions.</li></ul>

Tina D. Reynolds

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

Brooke Monahan is of counsel in the Executive Compensation practice group.Brooke’s practice focuses on executive compensation, employee benefits, ERISA, and employment law. She has extensive experience advising public and private companies on their compensation, benefits, and employment-related issues in their day-to-day operations, public offerings, financing transactions, and other corporate matters. She frequently counsels clients on various executive compensation and employee benefits matters that arise in connection with mergers and acquisitions with a particular focus on the private equity space. She also has experience designing, drafting, and negotiating compensation related agreements including severance, change-in-control, and executive employment agreements, equity incentive plans, and award agreements.Brooke earned her J.D. from Washington University School of Law in St. Louis, Missouri. While there, she was elected to the Order of the Coif and earned awards for excellence in contracts and oral advocacy. She was also a member of the Pro Bono Jurists organization, the Women’s Law Caucus, and the Washington University Law Quarterly.

Brooke Monahan

Of Counsel

Victor Liang is a partner in Morrison Foerster’s San Francisco office and is a member of the Finance Group.Victor’s practice focuses on the representation of borrowers, lenders and other financial institutions in connection with domestic and cross-border financial transactions, including: secured and unsecured financings, syndicated lending, asset and cash-flow based lending, warehouse facilities, acquisition finance, structured finance, leveraged finance, equipment finance and real estate-backed loans.Victor has substantial experience negotiating deals for clients in a wide range of industries and fields such as tech (e.g. fintech, proptech, edtech, medtech, blockchain and digital assets), financial services, life sciences, pharmaceuticals, impact investment lending, renewable energies and large-scale manufacturing, with an expertise in financing innovative and cutting-edge companies with intellectual property (including software and hardware). Victor also has a particular expertise working on bespoke, “outside-the-box” transactions that not only address unique credit/collateral needs but also require creating legal structures that optimize asset management, IP licensing and tax impacts.In 2018, Victor was selected as an American Bar Association (ABA) "On the Rise – Top 40 Young Lawyer", and since 2021 he’s been recognized in Best Lawyers in America "Ones to Watch" Recognition in Banking and Finance Law. He serves as a member of the Commercial Transactions Committee of the Business Law Section of the California Lawyers Association.Victor earned his law degree from Georgetown Law. He graduated magna cum laude with a B.A. in International Relations and French from the University of Southern California.Victor is fluent in French.

Victor Liang

Muzamil Huq represents clients in the protection and enforcement of U.S. and non-U.S. trademark matters and other IP transactions. He has significant experience counseling clients in the technology, healthcare, consumer products, entertainment, and fashion industries in connection with the clearance and registration of trademarks, management of trademark portfolios of all sizes, enforcement of valuable trademark rights, and defense of trademarks and branding.Muzamil negotiates and drafts trademark and copyright license agreements and other general commercial contracts, and advises on intellectual property aspects of corporate transactions, including due diligence. He also provides advice to clients regarding competitor false advertising issues. Muzamil counsels clients in the fields of software and technology, healthcare, consumer products, advertising, entertainment, fashion, apparel and related accessories.Muzamil is a member of INTA’s Unreal Campaign Committee. The Unreal Campaign Committee advances INTA’s consumer awareness initiative designed to educate young consumers about the importance of trademarks and brands and the dangers of counterfeit products.Muzamil earned his B.A. in media studies and studio art from Pomona College and his J.D. from Columbia University School of Law, where he was a Harlan Fiske Stone Scholar and a member of The Columbia Journal of Law & the Arts.Muzamil is admitted to practice in California and New York.<h4>Representative Experience</h4>Muzamil is trademark counsel to a number of companies representing a wide range of industries. A selection of representative clients include:<ul><li>CareDx, a leading precision medicine solutions company focused on high-value healthcare solutions for transplant patients and caregivers, relies on Muzamil to manage its international trademark portfolio, as well as enforcement efforts at the Trademark Trial and Appeal Board of the U.S. Patent and Trademark Office and analogous foreign proceedings.</li><li>Splunk, a leader in data software, looks to Muzamil to oversee its worldwide trademark portfolio for its SPLUNK house mark and other trademarks.</li><li>Ignite, which provides an innovative platform for blockchain developers, called on Muzamil for trademark clearance and filing strategy as part of the company’s rebranding. He continues to handle the company’s international trademark portfolio and advise on adverse trademark matters.</li><li>Some of Muzamil’s additional representative clients include Cruise Automation, Origin Materials, Evo Payments International, Open Society Foundations, Sight Sciences, Health[At]Scale, Common Sense Media, and Starlight Foundation.</li></ul>