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MoFo Represents Sky Harbour in $42.8 Million PIPE Transaction

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MoFo represented Sky Harbour Group Corporation (“Sky Harbour”), as issuer’s counsel in connection with a private investment in public equity (“PIPE”). Sky Harbour sold 6,586,154 shares of Class A common stock and warrants to Altai Capital Falcon LP (“Altai Capital”) for an aggregate purchase price of $42.8 million. Altai Falcon includes participation from accredited investors including funds managed by 8VC and Raga Partners.

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MoFo represented Sky Harbour Group Corporation (“Sky Harbour”), as issuer’s counsel in connection with a private investment in public equity (“PIPE”). Sky Harbour sold 6,586,154 shares of Class A common stock and warrants to Altai Capital Falcon LP (“Altai Falcon”) for an aggregate purchase price of $42.8 million. Altai Falcon includes participation from accredited investors including funds managed by 8VC and Raga Partners.Sky Harbour Group Corporation is an aviation infrastructure company developing the first nationwide network of Home-Basing campuses for business aircraft. The company develops, leases and manages general aviation hangars across the United States. Sky Harbour’s Home-Basing offering aims to provide private and corporate customers with the best physical infrastructure in business aviation, coupled with dedicated service tailored to based aircraft, offering the shortest time to wheels-up in business aviation.The MoFo team was led by Austin capital markets partner John Hensley with assistance from Washington, D.C. associate Chris Rolle.

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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

Partner

Chris Rolle is a corporate associate in the firm’s Washington, D.C. office.Before joining Morrison Foerster as an associate, 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><li>Represented U.S. Silica Holdings, Inc. (NYSE: SLCA) in its $1.85 billion sale to entities affiliated with Apollo Global Management.</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 eBay Inc. (Nasdaq: EBAY) in a $2.5 billion offering of senior unsecured notes under its existing shelf registration statement.</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 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 Washington Gas Light Company in connection with multiple private debt offerings for an aggregate principal amount of $800 million.</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 and subsequent business combination with Envoy Medical Corporation (Nasdaq: COCH), a leader in producing and designing hearing implants.</li><li>Represented Robert W. Baird & Co. and Goldman Sachs & Co. LLC as sales agents for Watsco, Inc. (NYSE: WSO) in an at-the-market offering of up to $300 million in common stock.</li><li>Represented the sales agents, led by BofA Securities, Inc., in an at-the-market offering of up to $250 million in common stock of Tanger Factory Outlet Centers, Inc. (NYSE: SKT).</li><li>Represented the underwriters in connection with multiple public offerings of common stock of Landsea Homes Corporation (Nasdaq: LSEA) resulting in aggregate proceeds of $170 million.</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, in connection with its business combination with Yellowstone Acquisition Company and subsequent follow-on offerings, including multiple private offerings of common stock resulting in aggregate proceeds of $130 million and an at-the-market offering of up to $100 million in common stock.</li><li>Represented DevvStream Holdings Inc. (Nasdaq: DEVS), a leading developer and manager of technology-based carbon credits and related sustainability solutions, in its business combination with Focus Impact Acquisition Corp.</li><li>Represented Piper Sandler Companies as placement agent in multiple private placements with an aggregate deal value of over $192 million.</li></ul>

Chris M. Rolle

Associate