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MoFo Advised McGrath on its $3.8bn Acquisition by WillScot Mobile Mini

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Morrison Foerster (MoFo) advised long-term client McGrath RentCorp (“McGrath”) (Nasdaq: MGRC), leading provider of temporary and permanent space solutions throughout the United States, on its acquisition by WillScot Mobile Mini Holdings Corp. (“WillScot Mobile Mini”) (Nasdaq: WSC), a leader in innovative temporary space solutions.

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Morrison Foerster (MoFo) advised long-term client McGrath RentCorp (“McGrath”) (Nasdaq: MGRC), leading provider of temporary and permanent space solutions throughout the United States, on its acquisition by WillScot Mobile Mini Holdings Corp. (“WillScot Mobile Mini”) (Nasdaq: WSC), a leader in innovative temporary space solutions.McGrath shareholders will receive for each of their shares either $123.00 in cash or 2.8211 shares of WillScot Mobile Mini common stock, as determined pursuant to the election and allocation procedures in the merger agreement under which 60% of McGrath’s outstanding shares will be converted into the cash consideration and 40% of McGrath’s outstanding shares will be converted into the stock consideration. The transaction values McGrath at an enterprise value of $3.8 billion, including approximately $800 million of net debt. The transaction was announced on January, 29 2024, and is expected to close in the second quarter of 2024, subject to approval by McGrath shareholders, regulatory approvals and other customary closing conditions.The MoFo team advising McGrath was led by corporate partner Jackie Liu, together with antitrust partner Alex Okuliar; corporate associates Amy Chen and Daigo Takahashi; and antitrust of counsel Kerry Jones and antitrust Alexa DiCunzolo.

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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

Alex Okuliar is Co-Chair of Morrison Foerster’s Global Antitrust Law Practice Group. He was the Deputy Assistant Attorney General for Civil Antitrust Enforcement at the U.S. Department of Justice during the first Trump Administration and, earlier in his career, an 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 during the first Trump Administration 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

Amy advises on corporate and transactional matters with a special focus on domestic and cross-border mergers and acquisitions, joint ventures and other corporate transactions.Her clients have included U.S. and global public and private companies in a wide range of industries including technology, financial services, consumer products, healthcare, life sciences, insurance and private equity. She has worked on a number of complex cross-border transactions in the UK, Europe, Asia and Australia.Prior to joining Morrison Foerster, Amy was Senior Legal Counsel at MILVIK BIMA, a fintech provider of micro-insurance and telehealth solutions, where she helped them navigate the complex regulatory landscapes of emerging markets across Asia, Africa and Latin America. She also served as Senior Legal Counsel at Aviva plc in London, where she advised on a range of corporate and M&A matters, and supported their corporate venture fund focused on technology investments.Amy was also previously a corporate associate at another international law firm in London, where she advised on corporate and cross-border M&A matters.She earned her law degree at the University of Sydney in Australia, and is qualified as an attorney in New York and a solicitor in England & Wales.

Amy Chen

Associate

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

Kerry Jones is Of Counsel in the Litigation Department of Morrison Foerster’s Washington, D.C. office with a focus on antitrust matters. Her practice includes supporting clients across the spectrum of antitrust and competition law matters, such as strategic counseling to manage antitrust risks, Hart-Scott-Rodino premerger notification filings, gun jumping and merger clearance advocacy, internal investigations, and antitrust litigation. Kerry has experience representing clients across a variety of industries, including telecommunications, semiconductors and other high technology markets, online platforms, transportation, financial services and life sciences. She has experience representing domestic and multinational companies in federal courts.Kerry received her J.D. from the University of Virginia School of Law, where she served on the editorial board of the Virginia Journal of Law and Politics. Kerry is admitted to practice in Virginia and Washington, D.C.<h4>Representative Experience</h4>Kerry has supported clients in all phases of the antitrust review process including:<ul><li>Sprint Corp. and SoftBank Group, the controlling shareholder of Sprint, in the landmark $59 billion merger of Sprint and T-Mobile US, Inc. The deal is one of the largest telecommunications deals in history.</li><li>SoftBank Group in its $4.4 billion investment in WeWork, and later its $10 billion investment in the company</li><li>SoftBank Group (in the two largest private tender offers in history) in its $7.7 billion investment in Uber</li><li>Sekisui House in its $4.9 billion acquisition of M.D.C. Holdings</li><li>Unity Software in its $4.4 billion acquisition of ironSource</li><li>Mobileye in its $15.3 billion acquisition by Intel</li><li>Axalta Coating Systems in its purchase of assets divested in connection with the Federal Trade Commission's review of an acquisition in its industry</li><li>Boyd Gaming Corporation in its acquisition of three casinos and in its purchase of assets divested in connection with the Federal Trade Commission’s review of an acquisition in its industry</li><li>ON Semiconductor in its $2.5 billion acquisition of Fairchild Semiconductor</li></ul>

Kerry Jones

Of Counsel

Alexa DiCunzolo is an associate in the Litigation Department of Morrison & Foerster’s Washington, D.C. office and a member of the Global Antitrust Law Practice Group.Alexa helps clients address a wide range of antitrust concerns, including both litigation and transactional matters. She is dedicated to helping clients identify and mitigate antitrust risks while achieving their business goals and to defending their interests when litigation arises.A significant portion of Alexa’s practice is devoted to helping guide clients through the Hart-Scott-Rodino pre-merger notification process, from determining when notification is required to supplying necessary information to enforcement agencies to advising on antitrust risk-mitigation strategies.Alexa received her J.D. with honors from the George Washington University Law School, where she was a staff member of The Guide to International Research for the George Washington International Law Review. She graduated summa cum laude with a B.A. in political science and government from Loyola University Maryland.

Alexa Rae DiCunzolo

Mergers + Acquisitions