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MoFo Advises Aqua Capital in Its Acquisition of Novus Ag

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Morrison Foerster advised Aqua Capital, an agriculture-focused private equity investor based in Brazil, in its acquisition of Novus Ag, a portfolio company of Tillridge Global Agribusiness Partners.

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Morrison Foerster advised Aqua Capital, an agriculture-focused private equity investor based in Brazil, in its acquisition of Novus Ag, a portfolio company of Tillridge Global Agribusiness Partners.Novus Ag is an innovative ag retail platform that provides farmers with an optimal mix of local expertise and national scale. Novus Ag has integrated 30+ owner-operators across 50+ retail locations to its network, serving farmers across the United States with crop protection, fertilizer, and seed treatment products coupled with application and agronomy services.The MoFo deal team advising Aqua Capital was led by New York corporate partners Mitchell Presser and Aly El Hamamsy, together with Miami corporate associates Bill Halaby and Ludovica Gardani, New York corporate associates J.D. Husband and Sahana Ragunathan, Boston corporate associate Leo Martin, and San Francisco corporate associates Kierston Cannon and Daeyna Grant.The wider team included San Francisco finance partners Dario Avram and Eric Min, New York technology transactions partner Anthony Ramirez, New York tax partner Anthony Carbone, New York executive compensation + ERISA partner Joshua Lerner, and Washington, D.C. employment + labor partner Andrew Turnbull.

MoFo Advises Aqua Capital in Its Acquisition of Novus Ag

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Mitchell Presser advises on high-profile global public and private mergers and acquisitions, with a heavy concentration on private equity transactions. As the co-chair of the firm’s Band I global Food + Agriculture Industry practice, and member of the firm’s global ESG + Sustainability steering committee, as well as the Private Equity and M&A groups, Mitchell utilizes his vast experience in high-stakes M&A and private equity deals to drive successful outcomes for clients in diverse sectors, including food production, agribusiness, financial services, industrials, insurance, sports and entertainment, energy, retail, and more.As a founding partner of Paine Schwartz Partners, a premier U.S. private equity firm dedicated to sustainable food chain investing, Mitchell’s unique insights are shaped by over eight years as an investor. Mitchell proficiently understands both the legal and business environments, positioning him as a trusted advisor for clients navigating the intricate world of mergers, acquisitions, and private equity transactions.Mitchell has been recognized as a top lawyer by Chambers USA and Legal 500 US. Mitchell is a faculty member and lecturer of law at Harvard Law School and Columbia Law School, where he teaches a class focused on international business sales and negotiations. He has served as board member for various privately-held and public companies.

Mitchell Presser

Partner

Aly El Hamamsy is a corporate partner in the firm’s New York office.Aly has nearly 20 years of experience advising on complex transactions including public and private acquisitions and divestitures, restructurings, joint ventures, corporate governance, and hostile takeovers. He has extensive experience in a variety of industries, including private equity, financial services, asset management, healthcare, technology, energy, and consumer goods. His transactional practice encompasses both U.S. domestic and cross-border M&A and joint ventures.Prior to joining Morrison & Foerster, Aly was a partner at another international law firm, where he advised on M&A transactions. He also previously acted as managing director of the National Basketball Association (NBA) for the Middle East Region, where he led the NBA’s operations in 11 countries for five different business lines and brand extensions.Aly earned his J.D. from Columbia University School of Law, where he was a James Kent Scholar. He earned his Bachelor of Engineering (Electrical) from McGill University. He is fluent in French and Arabic, and conversational in Italian.<h4>Representative Experience</h4><ul><li>Sky Harbour LLC, a developer of private aviation infrastructure focused on building, leasing, and managing business aviation hangars, in its business combination agreement with Yellowstone Acquisition Company (NASDAQ: YSAC, YSACU, and YSACW), a publicly traded SPAC sponsored by Boston Omaha Corporation (NASDAQ:BOMN). The combined company will have an implied pro forma equity market value of approximately $777 million at closing.</li><li>A diversified international markets infrastructure business in its US$27 billion acquisition of one of the world’s largest providers of financial markets data and infrastructure.</li><li>A multinational automotive parts manufacturing company in its acquisition of a leading global materials science and manufacturing expert’s anti-vibration systems business.</li><li>A multinational investment bank and financial services company in the sale of its alternative fund businesses to a global provider of fund administration services and a San Francisco-based private equity firm.</li><li>A German chemical company and the largest chemical producer in the world in its €5.9 billion acquisition of significant components of a multinational pharmaceutical and life sciences company’s seed and non-selective herbicide businesses.</li><li>The independent directors of the board of directors of an American cable television provider in connection with its separation from a French multinational telecommunications corporation.</li><li>A U.S. mining company, a wholly owned subsidiary of a global Belgian material solutions company, on its merger with a U.S. industrial sand company.</li><li>A financial services firm focused on the legal market on its US$160 million acquisition of the parent company of a litigation finance and asset management firm, combining the two largest litigation finance players in the world.</li><li>An American pharmaceutical company on its US$2.5 billion proposed inversion combination with a subsidiary of an Irish pharmaceutical company, and its US$15.6 billion acquisition by a Canadian pharmaceutical company.</li><li>A multinational commodity trading company on its acquisition of a global financial services company’s physical energy and commodities business.</li><li>A Spanish multinational financial services company on its US$1.9 billion acquisition of a U.S. bank.</li><li>An American multinational investment bank and financial services corporation on its sale of a majority stake in a retail broker to an American multinational investment bank and financial services company.</li><li>A British multinational universal bank on the sale of its U.S. power and natural gas commodities trading assets to a leading global bank’s energy division.</li></ul>

Aly El Hamamsy

William “Bill” Halaby is a corporate associate at Morrison Foerster.Bill has significant experience representing private equity firms, as well as public and private companies, in a broad range of transactional matters, including acquisitions, dispositions, leveraged buyouts, venture and growth equity investments, business combinations and securities offerings.His practice includes both domestic and cross-border transactions in a variety of industry sectors, including leisure, life sciences, financial services, energy, technology and consumer goods and services.Bill volunteers with and sits on the Take Stock in Children of Florida Board of Directors. He previously served as co-instructor of the course “Negotiating Corporate Transactions” at New York University School of Law from 2019-2022.Prior to joining Morrison Foerster, he worked at another prominent law firm in New York.

William Halaby III

Associate

Ludovica Gardani is an associate in the firm’s Corporate Practice. She advises clients in the United States and Latin America on mergers and acquisitions, joint ventures, securities and capital market transactions, and public and private offerings.Ludovica works with public and private companies on strategic investments, financings, and cross-border licensing in a wide range of industries, including technology, retail, infrastructure, and fintech. She also represents companies in connection with a wide range of securities matters such as public and private offerings, SEC reporting obligations, and offerings pursuant to Rule 144A and Regulation S.Ludovica graduated from University of Miami School of Law where she was Executive Editor of the Business Law Review.<h4>Representative Experience</h4><ul><li>Represented Petlove&Co. in connection with its financing round with existing major investors, Tarpon, SoftBank, L Catterton, Porto Seguro and Monashees, and a new initial investment by Riverwood Capital. This is the largest financing round in Petlove&Co’s history.</li><li>Represented SoftBank Latin America Fund in connection with a Series C funding round in Addi, a fintech startup based in Bogota, Colombia that offers buy-now-pay-later technology.</li><li>Represented Inchcape, the leading global independent multi-brand automotive distributor and retailer, in its cash-free and debt-free £47 million acquisition of Autolider, a distributor of Daimler brands in both Uruguay and Ecuador.</li></ul>

Ludovica Gardani é associada da área empresarial. Ela assessora clientes nos Estados Unidos e na América Latina em fusões e aquisições, joint ventures, transações de valores mobiliários e de mercado de capitais e ofertas públicas e privadas.Ludovica trabalha com empresas públicas e privadas em investimentos estratégicos, financiamentos e licenciamentos cross-borders em uma ampla gama de indústrias, incluindo tecnologia, varejo, infraestrutura e tecnologia financeira. Ela também representa empresas em relação a uma ampla gama de questões sobre valores mobiliários, como ofertas públicas e privadas, obrigações de reporte da U.S. Securities and Exchange Commission (SEC) e ofertas de acordo com a Regra 144A e o Regulamento S.Ludovica se formou na Faculdade de Direito da Universidade de Miami, onde foi editora executiva da Business Law Review.<h4>Experiência Representativa</h4><ul><li>Representou a Inchcape, líder global independente na distribuição e varejo de carros multimarcas, na aquisição, por £ 47 milhões, da Autolider, distribuidora das marcas da Daimler no Uruguai e no Equador.</li></ul>

Ludovica Gardani es asociada en el Departamento Corporativo de la firma. Asesora a clientes en los Estados Unidos y América Latina sobre fusiones y adquisiciones, empresas conjuntas (joint ventures), transacciones de valores y mercado de capitales, y ofertas públicas y privadas.Ludovica trabaja con empresas públicas y privadas en inversiones estratégicas, financiamientos y licencias transfronterizas en una amplia gama de industrias, que incluyen tecnología, comercio minorista, infraestructura y tecnología financiera. También representa a empresas en relación con una amplia gama de asuntos de valores, tales como ofertas públicas y privadas, obligaciones de informes de la SEC y ofertas de conformidad con la Regla 144A y el Reglamento S.Ludovica se graduó de la Facultad de Derecho de la Universidad de Miami, donde fue Editora Ejecutiva del Business Law Review.<h4>Experiencia Representativa</h4><ul><li>Representó a Inchcape, el distribuidor y comerciante automotriz independiente líder a nivel mundial, en su adquisición de Autolider, un distribuidor de las marcas Daimler en Uruguay y Ecuador por £ 47 millones.</li></ul>

Ludovica Gardani-Menendez

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

Sahana Ragunathan is a corporate associate in the New York office of Morrison Foerster.Prior to joining Morrison Foerster, Sahana worked as an analyst for Goldman Sachs, where she supported global cross-asset derivative desks for institutional clients across Asia and EMEA. She also served as a summer intern with Lawyers for Children.﻿Sahana earned her J.D. from Columbia Law School, where she served as a Staff Member for the Columbia Business Law Review. She received her B.B.A. from Christ University.She is proficient in Hindi and Tamil.

Sahana Ragunathan

Leo Martin is a corporate partner in the Transactions Department and the Mergers + Acquisitions Group, based in the firm’s Boston office.His practice focuses on advising public and private companies in complex corporate transactions, including domestic and cross-border M&A, carve-out transactions, venture investments, and joint ventures. He regularly represents private equity sponsors and clients in a range of industries, including technology, food + agriculture, financial services, manufacturing, and consumer products.Leo earned his J.D. from Fordham University School of Law and his B.A. from Columbia College at Columbia University. Prior to joining the firm’s Boston office, Leo spent a number of years in Morrison Foerster’s Tokyo office, where he worked on a variety of cross-border M&A transactions.

Leo Martin

Darío Avram is co-chair of Morrison Foerster’s Finance Group and a member of the Private Equity Buyouts & Investment Group. His transactional practice is focused on financings and private equity matters, with additional experience in restructurings.Darío regularly represents private equity sponsors and their portfolio companies in a variety of complex U.S. and cross-border financing transactions, including leveraged buyouts, refinancings, and restructurings. He has led transactions covering a range of industries, including technology, financial services, healthcare and life sciences, industrials, professional services, and consumer products, among others.Darío has been recognized by Chambers USA as a notable practitioner for Banking & Finance in California. He was also recognized by Global M&A Network as one of Americas Top 50 Rising Dealmakers and by Legal 500 as a key partner for Private Equity Buyouts.

Dario D. Avram

Eric Min is a partner in the Finance and Private Equity Buyouts & Investment Groups at Morrison Foerster.Eric regularly advises private equity sponsors and their portfolio companies and fintech companies in a variety of complex U.S. and cross-border financing transactions, including leveraged acquisitions, syndicated lending, investment grade lending, asset-based lending, and warehouse facilities. Eric has substantial experience representing clients in transactions covering a wide variety of industries, including technology, fintech, consumer and retail and professional services.

Eric Min

Anthony Ramirez is a partner in the Technology Transactions Group in the New York office of Morrison Foerster.Anthony advises clients on general commercial and transactional matters. He regularly advises companies on the IP aspects of their M&A transactions. His clients include technology, digital media and content for television and music, financial services, and communications companies with diverse intellectual property assets and issues.His practice focuses on the legal aspects of developing, licensing, and commercializing technology and intellectual property, as well as negotiating general commercial contracts, including outsourcing transactions, as well as content and data licenses. He regularly assists clients with legal issues relating to licensing and commercialization of digital media and content, digital content that is distributed over the Internet or streamed, mobile applications and social media, as well as the licensing of recorded music for distribution via digital platforms. Anthony is also experienced with issues relating to open-source software, software development, artificial intelligence and machine learning, cloud-based technology, and protection of proprietary information.Anthony has extensive experience working on matters involving disruptive technologies, such as blockchain. He has helped fintech clients with general intellectual property issues in connection with terms of service for online financial products and services.Anthony is an integral part of the outside pro bono legal team for nonprofit organizations based in New York, including advising clients on legal issues regarding entertainment, social media, privacy rights, and the negotiation of outsourcing and service agreements. Anthony received his J.D. from the University of Michigan Law School in 2009. He received his B.S. from Cornell University in 2004.

Anthony M. Ramirez

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

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

Andrew co-chairs the firm’s Global Employment and Labor Group. He represents companies on a broad range of labor and employment litigation and counseling matters, successfully defending clients in number complex matters before federal and state courts and administrative agencies. A primary focus of his practice involves helping companies navigate the unique employment issues that arise when doing business with the federal government, such as:<ul><li>OFCCP compliance</li><li>Creating and implementing affirmative action plans</li><li>Defending OFCCP audits and onsite investigations</li><li>Conducting mock pay equity audits</li><li>Drafting and developing business ethics policies and programs</li><li>Complying with the Service Contract Act, E-Verify, and the Drug Free Workplace Act</li></ul>He is also well-versed in defending clients against claims alleging trade secret misappropriation, breach of post-employment restrictions, wage-and-hour violations, discrimination, and retaliation.Andrew routinely develops practical, proactive strategies to help employers minimize risk on various human resource matters. Andrew regularly advises clients on:<ul><li>EEO and diversity</li><li>Wage-and-hour</li><li>High-stakes employee terminations</li><li>Executive disputes</li><li>Reductions in force</li><li>Leaves of absence</li><li>Accommodations</li><li>Pay equity</li><li>Employee selection processes</li><li>Employment testing</li><li>Contingent workers </li><li>Policy development and application</li></ul>In addition, Andrew advises on a wide range of employment transactional matters, such as drafting and negotiating executive employment agreements and separations, overseeing internal investigations and audits of employment issues, and conducting employment diligence on mergers, acquisitions, and other corporate transactions.He has significant experience advising technology and other companies on protecting against the loss of trade secrets, proprietary information, and current and prospective clients. Andrew also represents employers in matters involving union avoidance, negotiating and drafting collective bargaining agreements, handling union grievances, and avoiding and defending unfair labor practice charges.<h4>Federal Contractor Experience</h4><ul><li>Defended numerous OFCCP audits, including closing audits with a finding of no violations against a major accounting firm, a language learning software provider, and a technology consulting company</li><li>Obtained complete dismissal of a significant OFCCP complaint against a large aerospace and space transport company</li><li>Performed mock SCA audits for various contractors</li><li>Led labor and employment diligence for $1 billion acquisition of international security firm</li><li>Developed and overhauled numerous affirmative action plans and EEO training programs</li><li>Analyzed subcontractor status for numerous companies to determine OFCCP coverage, including for a large semiconductor manufacturer</li><li>Conducted E-Verify and I-9 audit for a national dispute consulting contractor</li><li>Performed “single entity” analysis for one of the largest mutual life insurance companies</li><li>Conducted pay equity audits for contractors, including for a software and consulting company</li><li>Obtained DOL approval under the SCA for self-funded fringe benefit program of an aviation and space contractor</li><li>Advised a multinational package delivery company on establishing program to conduct denied party screening under lists maintained by OFAC and BIS while minimizing risk of discrimination claims and compliance with background check laws</li><li>Advised a global coffee and coffeehouse chain on establishing hiring processes to avoid discrimination claims while complying with ITAR/EAR</li><li>Developed business ethics policies and programs for a large pharmaceutical manufacturer</li></ul><h4>Other Representative Experience</h4><ul><li>Defended education association against claims by former employers of two executives alleging breach of restrictive covenants and theft of trade secrets and confidential information</li><li>Obtained preliminary injunction enforcing a noncompetition agreement and other restrictive covenants against a former senior sales executive of a technology firm</li><li>Led internal investigation of sexual harassment claims against COO of a public real estate firm</li><li>Advised a global food manufacturer in avoiding litigation while terminating employee threatening whistleblower claims based on employer’s confidential information</li><li>Defended former senior executives of a global manufacturer of performance fabrics against allegations of misappropriation of trade secrets and breach of noncompetition agreements</li><li>Advised an entrepreneur in creating startup while minimizing risk of his former employer pursuing enforcement of restrictive covenants </li><li>Assisted a property management firm in navigating internal investigation of whistleblower claims related to alleged fraud, ethics violations, and sexual harassment by senior executive</li><li>Won motion for reconsideration convincing court to grant summary judgment in gender discrimination and retaliation case against a large DC employer </li><li>Obtained terminating sanctions and attorneys’ fees and costs for discovery violations in a discrimination suit against a large utility provider </li><li>Obtained favorable arbitration decision for a software company in claims by former executive alleging breach of his employment agreement</li><li>Advised a company board in navigating termination of CEO and successfully defended CEO’s breach of contract and wage claims</li><li>Defended numerous EEOC charges, including against a national event planner, a multinational professional services company, and an operator of research and development centers for the government</li><li>Defended and settled over 30 unfair labor practice charges against a national call center operator</li><li>Negotiated new collective bargaining agreements with four separate unions in bankruptcy of an international maritime shipping company</li><li>Awarded pro bono achievement award for defending a non profit in litigation and several administrative audits before the EEOC and state agencies related to a former employee’s whistleblower and discrimination claims, including defending multiple onsite investigations</li><li>Oversaw validation of pre-employment tests for a national food service distributor</li></ul>Prior to joining MoFo, Andrew was a human resources manager for an Inc. 500 company, ranked as one of the fastest-growing private companies in the United States.Andrew is a member of the steering committee and actively involved in the Washington Metro Industry Liaison Group. He is also a member of the firm’s global Environmental, Social, and Governance (ESG) steering committee.<h4>Rankings</h4><ul><li>Recommended for Government Contracts – Legal 500 US 2019 </li></ul>