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MoFo Advises Breedon Group in Acquisition of BMC Enterprises for $300 Million

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Morrison Foerster advised Breedon Group, a leading vertically-integrated construction materials group in Great Britain and Ireland, in its acquisition of BMC Enterprises Inc. ("BMC"), a supplier of ready-mixed concrete, aggregates and building products, for an enterprise value of $300 million.

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Morrison Foerster advised Breedon Group, a leading vertically-integrated construction materials group in Great Britain and Ireland, in its acquisition of BMC Enterprises Inc. ("BMC"), a supplier of ready-mixed concrete, aggregates and building products, for an enterprise value of $300 million.BMC is a supplier of ready-mixed concrete, aggregates and building products headquartered in St Louis, Missouri with a strong track record of both organic and transactional growth. The acquisition represents an opportunity to launch a scalable third platform for Breedon in the fragmented and growing U.S. construction materials market. The transaction expected to provide attractive financial returns while maintaining a strong balance sheet.The MoFo team advising Breedon Group was led by San Francisco corporate partner Brandon Parris and Palo Alto corporate partner Mike Krigbaum, together with London corporate partner Scott Ashton, Miami corporate associate Astrid Menendez-Muharram, and London corporate associate Luke Rowland.Read the <a href="https://www.breedongroup.com/content/dam/breedon/corporate/documents/media/news/2024/BMC%20Acquisition%206%20March%202024%20vFINAL.pdf.downloadasset.pdf" target="_blank">press release</a>.

MoFo Advises Breedon Group in Acquisition of BMC Enterprises for $300 Million

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Brandon Parris is a corporate partner and serves as co-chair of the firm's global Mergers & Acquisitions Group.Described as “an exceptional attorney with significant experience and knowledge” by a client in IFLR1000, Brandon Parris maintains an active corporate practice focused on strategic transactions, including complex public and private mergers, tender offers, acquisitions, divestitures, joint ventures and strategic investments.He represents U.S. and global clients, boards of directors, special committees, management teams and companies in a variety of industries, including technology, gaming, energy, media, consumer goods and services, life sciences, biotechnology, and financial services.Brandon also maintains a public company practice. He advises members of executive management, boards of directors, and special committees on strategic and corporate governance issues, and counsels numerous public companies on all aspects of public company issues.Brandon is regularly recognized as a leader in his field, including being named as a 2020 "Dealmaker of the Year" by The American Lawyer, a 2019 "M&A MVP" by Law360, and a 2019-2020 "Top 100 Leading Lawyer" by the Daily Journal. He has also been recognized by rankings publications including Chambers USA, IFLR100 and Legal 500, with a client describing him in Chambers USA as “excellent at identifying the critical issues within a transaction and methodically addressing and solving each one in order. He has a superior knowledge of what is 'market' on various terms and he uses this to solve problems.”Brandon formerly served as co-chair of Morrison Foerster’s Global Corporate Department of over 400 lawyers.

Brandon Parris

Global Co-Chair of M&A Practice

Mike focuses on mergers and acquisitions, including private and public acquisitions of technology and life sciences companies on both the buy-side and target-side, and venture capital transactions, as well as on emerging company counseling.For his M&A clients, Mike advises on domestic and cross-border deal structuring and mechanics relating to stock and asset purchases, mergers, divestitures, tender offers, joint ventures, spin-offs and restructurings.Mike also represents a number of venture capital firms, corporate venture capital divisions and emerging companies, both in the technology and life science industries, with respect to venture capital transactions, negotiations and structuring, as well as general emerging company counseling.<h4>Representative Transactions</h4><h5>Mergers and Acquisitions</h5><ul><li>Vontier Corporation in its sale of Global Traffic Technologies, LLC, a US-based leading provider of intelligent traffic management systems and solutions, to Miovision, a Canada-based traffic optimization company.</li></ul><ul><li>Era Software, an observability and log management innovator, in connection with its sale to ServiceNow (NSYE: NOW), a leading digital workflow company.</li><li>Southwest Gas Holdings, Inc. in connection with its $2 billion acquisition of Questar Pipeline, consisting of Dominion Energy Questar Pipeline, LLC, its subsidiaries, and certain associated affiliates, including Overthrust Pipeline, White River Hub, and Questar Field Services from Dominion Energy, Inc.</li></ul><ul><li>Unical Aviation Inc. and certain of the company’s affiliates in its sale to Platinum Equity, a Los Angeles-based global investment firm with more than $25 billion of assets under management. </li><li>MobileIron, Inc. in its sale for approximately $900 million to Ivanti, Inc., a leading provider of enterprise-grade intelligent IT management and security software solutions.</li><li>McAfee in its acquisition of Skyhigh Networks, Inc., a worldwide leader in the cloud access security broker (CASB) market segment.</li><li>VMware, Inc. in its $1.54 billion acquisition of AirWatch, a mobile device management provider.</li><li>VMware, Inc. in its acquisition of Ananda Networks, a cloud-managed service that enables organizations to create their own private networks</li><li>VMware, Inc. in its acquisition of AetherPal, Inc., a market leader in mobile support.</li><li>VMware, Inc. in its acquisition of Avi Networks, developer of an application delivery platform designed to deliver multi-cloud application services.</li><li>VMware, Inc. in its acquisition of BitRock, Inc. (doing business as Bitnami), a leader in application packaging solutions.</li><li>VMware, Inc. in its acquisition of CloudCoreo, a next-generation cloud security service.</li><li>VMware, Inc. in its acquisition of CloudVelox, a designer of cloud automation and optimization software.</li><li>VMware, Inc. in its acquisition of Desktone, Inc., a Massachusetts-based company that pioneered Desktops as a Service (DaaS), delivering desktops and applications as a cloud service.</li><li>VMware, Inc. in its acquisition of <a rel="noopener" target="_blank" href="https://mode.net/">Mode.net</a>, developer of a cloud-based online performance platform intended to transform the cost and convenience of private fiber.</li><li>VMware, Inc. in its acquisition of network analytics software firm Nyansa.</li><li>VMware, Inc. in its acquisition of the Mountain View-based cloud networking startup VeloCloud™ Networks, Inc.</li><li>VMware, Inc. in its acquisition of Veriflow Systems, provider of network security systems designed to eliminate outages and vulnerabilities in the network.</li><li>VMware, Inc. in the sale of the rights to its VMware vCloud Government Service, a FedRAMP-compliant solution that was developed in partnership between QTS and VMware to deliver cloud services to the Federal sector, to QTS Realty Trust, an international provider of data center, managed hosting, and cloud services.</li><li>VMware, Inc. in its acquisition of Wavefront, a metrics monitoring service for cloud and modern application environments.</li><li>Walmart in its acquisition of assets of <a rel="noopener" target="_blank" href="https://art.com/">Art.com</a>, the world’s largest online retailer in the art and wall décor category.</li><li>Walmart in its acquisition of Bare Necessities, an online retailer of women’s bras, swimwear, shapewear and sleepwear.</li><li>Walmart in its acquisition of Eloquii, Inc., a retailer of women’s apparel specifically designed for women size 14 and up.</li><li>Walmart and its Global eCommerce division in a strategic alliance with <a rel="noopener" target="_blank" href="https://jd.com/">JD.com</a>, China’s largest e-commerce company by revenue, in a transaction that included Walmart’s acquisition of an equity stake in <a rel="noopener" target="_blank" href="https://jd.com/">JD.com</a> valued at approximately $1.5 billion.</li><li>Walmart in its acquisition of MeMD, Inc., a multi-specialty telehealth provider.</li><li>Vendorin, LLC, an integrated payment network and supplier engagement platform, in its $90 million sale to Corcentric, Inc., a leading provider of source-to-pay and order-to-cash software and services. </li><li>Mirantis, Inc. in its acquisition of the Docker Enterprise platform business from Docker, Inc.</li><li>McKesson Corporation, a leading international healthcare services and information technology company, in its acquisitions of Vantage Oncology, LLC, a leading national provider of radiation oncology, medical oncology and integrated cancer care, and Biologics, Inc., an oncology pharmacy services company. The combined value of the two transactions is $1.2 billion.</li><li>McKesson Corporation in its acquisition of LABSCO, a privately held, Kentucky-based distributor of diagnostic equipment for community hospital labs and private office labs.</li><li>McKesson Corporation in the $130 million sale of ZEE Medical to Cintas Corporation, the publicly traded uniform and first aid products company.</li><li>McKesson Corporation in the restructuring and divestiture of McKesson’s VITAL Platform to private equity firm Comvest Investment Partners.</li><li>Intel Corporation in its acquisition of the HTML5 developer tools business of appMobi, Inc., a Lancaster, PA, company that provides development tools and cloud-based services built on HTML5, CSS and Javascript.</li><li>Intel Corporation in its acquisition of Basis Science, Inc., a wearable fitness watch company.</li><li>Intel Corporation in its acquisition of Mashery, Inc. via a reverse triangular merger.</li><li>Intel Corporation in the acquisition of a Korean computer vision company.</li><li>Intel Corporation in the asset purchase of a digital media design company.</li><li>Santen Pharmaceutical in its acquisition of InnFocus, a development stage medical device company.</li><li>RNTS Media N.V. in its acquisition of Heyzap, Inc., a mobile advertising network company based in San Francisco.</li></ul><h5>Venture Capital</h5><ul><li>Walmart in a $500 million financing and strategic alliance with New Dada, China's largest localized on-demand logistics and grocery O2O ecommerce platform.</li><li>Delivery Hero in connection with several venture capital investments.</li><li>Taiho Ventures (an investment arm of Taiho Pharmaceuticals) in its strategic investments in multiple startup companies.</li><li>Astellas Venture Management (an investment arm of Astellas Pharma) in multiple venture capital investments, including both early- and late-stage investments.</li><li>Santen Pharmaceutical in multiple venture capital investments, including both early- and late-stage investments.</li><li>Spectrum28 (an early-stage investment fund) in multiple seed investments.</li><li>Longitude Capital in multiple venture capital investments, including both early- and late-stage investments, as well as cross-border investments.</li><li>New Enterprise Associates and Oak Investment Partners as sellers and continuing shareholders in a strategic alliance between their portfolio company Lianlian Group, a China-based mobile services company, and American Express.</li><li>Snaplogic, a cloud and data integration company, in its Series A, Series B and Series C financing rounds.</li><li>DNAnexus, a provider of cloud-based genome informatics and data management, in its incorporation and Series A and Series B financing rounds.</li><li>Sight Sciences, an ophthalmic medical device company, in its Series A and Series B financing rounds.</li><li>Sugarfina, Inc., a luxury candy brand that now operates over 30 boutiques and Nordstrom shop-in-shops across North America, in its Series B Preferred Stock financing.</li></ul>

Mike Krigbaum

Partner

Scott has a corporate finance practice with emphasis on cross–border securities offerings, mergers and acquisitions, and restructurings. His capital markets experience includes private placements and public offerings of debt and equity (including Rule 144A, Regulation S, and SEC–registered offerings); his M&A experience encompasses public and private acquisitions, asset sales, and tender offers; and his restructuring experience includes debt restructurings, bankruptcy proceedings, and corporate spin‑offs.As part of the firm’s leading private placement team, Scott has specialized experience in representing issuers who wish to make private placements of securities to institutional investors. In addition to traditional model form transactions, Scott is a member of the Loan Market Association working group on private placements that developed the LMA private placement documentation.

Scott D. Ashton

Astrid Menendez-Muharram is an associate in the firm’s Corporate Practice. She advises clients on a broad range of corporate matters, including public and private mergers and acquisitions, private equity investments, joint ventures, and general corporate governance in the United States and Latin America.Astrid regularly assists corporations and venture capital funds in a variety of transactional matters including financings, strategic investments, mergers and acquisitions, and cross-border licensing and technology transactions. She is also active in the firm’s pro bono program, including through volunteering at a variety of immigration clinics and criminal record clearing clinics.  She speaks fluent Spanish.<h4>Representative Experience</h4><ul><li>Aurotech, a provider of digital services and business solutions for U.S. federal healthcare and adjacent civilian agencies, in connection with its acquisition by OpenGate Capital, a global private equity firm.</li><li>Autodesk in its acquisition of CAMplete, a developer of simulation and other software for machine tooling machinery.</li><li>Banco Inter S.A., a publicly traded Brazilian digital bank and its affiliates, in connection with its $157 million acquisition of Pronto Money Transfer Inc. (also known as “Usend”), a fintech company established in the United States and with subsidiaries in Brazil, Canada, and the United Kingdom.</li><li>Definitive Logic in connection with its acquisition, and related acquisition financing, of Digital Mobilizations, a digital transformation firm with market leading capabilities for enterprise-level digital transformation initiatives at the U.S. Department of Defense and U.S. Intelligence Community.</li><li>Divvy, a leader in spend management, in its sale to Bill.com (NYSE: BILL), a provider of cloud-based software that simplifies, digitizes, and automates complex back-office financial operations for small and midsize businesses (SMBs). The stock and cash transaction was valued at approximately $2.5 billion.</li><li>Dolphin Entertainment, Inc. (NASDAQ: DLPN), a leading independent entertainment marketing and premium content development company, in its acquisition of Shore Fire Media, Ltd., a public relations and media management firm based in Brooklyn, New York that specializes in music, entertainment and popular culture.</li><li>DPR Construction in connection with its acquisition of GE Johnson, a general contractor headquartered in Colorado Springs with projects in the healthcare, education, multi-family/hospitality, advanced technology, commercial office, public/Federal, and cultural markets.</li><li>onsemi (NYSE: ON), a leading supplier of intelligent power and sensing technologies, in connection with its acquisition of GT Advanced Technologies (GTAT), a producer of silicon carbide (SiC), for $415 million in cash. </li><li>Shinagawa Refractories in connection with its acquisition of Saint-Gobain’s ceramic businesses mainly used in the traditional iron and steel industry, including Vinhedo in Brazil and Latrobe in the U.S.</li><li>SoftBank Latin America Fund in connection with its investment in the $200 million Series C funding round in Addi, a fintech startup based in Bogota, Colombia that offers buy-now-pay-later technology.</li><li>SoftBank Latin America Fund, Riverwood Capital, Igah Ventures, and Volpe Capital in connection with their investments in CRM&BONUS’s R$280 million financing round. CRM&BONUS is a Brazilian-based platform that allows real-time control of giftback delivery to consumers.</li><li>SoftBank in its investment in the Series B financing of Buser, Ltd., an intercity bus charter online booking service in Brazil.</li><li>SoftBank in connection with a Series D investment round totaling $250 million in QuintoAndar, a Sao Paulo-based real estate leasing platform that is changing the long-term rental marketplace in Brazil.</li><li>SoftBank in the Series B $108 million financing round in Brazilian IDTech pioneer in ID protection solutions, Acesso Digital. General Atlantic, a leading global growth equity firm, also invested in the round.</li><li>SoftBank as lead investor in the $83 million Series E financing of Brazilian test-prep startup Descomplica.</li><li>Uber Technologies, Inc. on its acquisition of a majority stake in Cornershop, a grocery delivery start-up that is active in Chile, Mexico, Peru and Canada, to expand its food delivery business.</li><li>Uber Technologies, Inc. in its $1.4 billion acquisition of the remaining 47% stake in Chilean grocery delivery company Cornershop Inc., which followed the company's acquisition of a majority stake.</li><li>Unity Technologies, Inc., the world’s leading platform for developing interactive, real-time 3D (RT3D) content, in its acquisition of Codice Software S.L., a Spain-based developer of version control technology designed to handle source code and all related assets in software projects.</li></ul>

Astrid Menendez-Muharram

Associate

Luke Rowland is an of counsel based in the London office of Morrison Foerster and is a member of the Corporate M&A Group.Luke advises clients on a range of corporate transactions, including mergers and acquisitions, takeovers, joint ventures and general corporate matters. He has particular experience advising clients on significant, cross-border public and private M&A across a range of sectors, including financial services, life sciences, AI, and technology, media and digital.<h4>Representative Experience</h4><ul><li>SoftBank Group Corp. on its acquisition of Graphcore Limited, a UK-based semiconductor and microprocessor developer.</li><li>SoftBank Group Corp. on its acquisition of Balyo S.A., a robotics company listed on the Paris Bourse.</li><li>ARKA Group, L.P. on its acquisition of Lumacron Technology Limited, a developer of commercial solutions for optical network access.</li><li>Kyowa Kirin Co., Ltd. on its acquisition of Orchard Therapeutics plc, a global gene therapy leader listed on NASDAQ.</li><li>Breedon Group, a leading vertically-integrated construction materials group, in its class 2 acquisition of BMC Enterprises Inc., a supplier of ready-mixed concrete, aggregates and building products in St Louis, for an enterprise value of $300 million.</li><li>John Wood Group plc on the disposal of its Built Environment consulting business to WSP Global, Inc. for gross proceeds of approximately $1.9 billion.</li><li>Meggitt PLC on the recommended cash offer by Parker-Hannifin Corporation, valuing Meggitt at approximately £6.3 billion.</li><li>Shire PLC on the recommendation cash and share offer by Takeda Pharmaceutical Company Limited, valuing Shire at £46 billion.</li><li>FWD Group on its acquisition of SCB Life Assurance and the associated long-term exclusive bancassurance partnership with Siam Commercial Bank for an aggregate consideration of US$3 billion.</li><li>The Luxembourg Stock Exchange on the sale of its wholly owned subsidiary, Fundsquare to FE fundinfo and LuxSE’s rollover investment into FE fundinfo.</li></ul>

Luke Rowland

Of Counsel

Mergers + Acquisitions